KDJ Holidayscapes & Resorts Ltd Directors Report

To

The Members,

KDJ Holidayscapes and Resorts Limited

Your directors have pleasure in presenting the 32^nd Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2025.

FINANCIAL HIGHLIGHTS (STANDALONE & CONSOLIDATED):

(Amount in Lakhs)

Particulars	Year Ended 31.03.2025	Year Ended 31.03.2024	Year Ended 31.03.2025	Year Ended 31.03.2024
	Standalone		Consolidated
Revenue from Operations	0	0	0	0
Other Income	1.37	0	1.37	0
Total Revenue	1.37	0	1.37	0
Cost of Raw Materials Consumed	0	0	0	0
Purchase of Stocks in Trade	0	0	0	0
Changes in inventories of Finished Goods and Work in Progress	0	0	0	0
Employee Benefits Expenses	0	0	0	0
Finance Costs	0	0	0	0
Depreciation and Amortization	0.04	0.06	31.51	33.70
Other Expenses	31.58	14.16	31.58	14.16
Total Expenses	31.62	14.22	63.09	47.86
Profit/(Loss) before tax	(42.22)	(14.22)	(61.72)	(47.86)
Tax Expense	0	0	0	0
Net Profit/(Loss) after tax	(42.22)	(14.22)	(73.69)	(47.86)
Other Comprehensive Income/(Expenses)	0	0	0	0
Total Comprehensive Income for the year	(42.22)	(14.22)	(73.69)	(47.86)

For the financial year ended 31^st March 2025, your Company has reported NIL revenue from operations and Net loss of Rs 42.22 Lakhs as compared to previous financial year 2023-24 Nil revenue from operations and Net loss of Rs 14.22 Lakhs on standalone basis.

For the financial year ended 31^st March 2025, your Company has reported NIL revenue from operations and Net loss of Rs 73.69 Lakhs as compared to previous financial year 2023-24 Nil revenue from operations and Net loss of Rs 47.86 Lakhs on consolidated basis.

BUSINESS SEGMENT/STATE OF AFFAIRS OF THE COMPANY:

Your Company was in the Hospitality business.

The Company was under Corporate Insolvency Resolution Process (CIRP) and pursuant to Order passed by Honble National Company Law Tribunal, Mumbai Bench dated 04^th March 2025, approving the Resolution Plan of the Successful Resolution Applicant, Mr. Ravikumar Gaurishankar Patel, Monitoring Committee was appointed to handover the Companys Management to the Board of Directors. The Board of Directors of the Company was appointed and took control of affairs of the company with effect from March 28, 2025.

DIVIDEND

During the financial year under review, your directors do not propose any dividend for the year under review. SHARE CAPITAL & LISTING

a) Issue of shares or other convertible securities:

- Authorized Share Capital:

During the financial year under review, the Authorized Share Capital of the Company stood at Rs. 16,00,00,000/- (Rupees Sixteen Crores only) comprising of 8,00,00,000 Equity Shares of Rs. 2/- each.

- Issued, Subscribed & Paid-Up Capital:

The Paid-up Equity Share Capital as of 31^st March 2025 was 5,00,000 equity shares of face value Rs. 2 each aggregating to Rs. 10,00,000.

Pursuant to the terms of the Resolution Plan approved by the Honble National Company Law Tribunal (NCLT), Mumbai Bench vide order dated March 04, 2025, 100% presently outstanding equity shares were cancelled and extinguished and 25,000 equity shares were allotted to existing public in the ratio of 1 (one) fresh equity share of face value of Rs. 2 for every 998.76 ordinary equity shares held by them as on record date which was fixed on April 30, 2025 and 4,75,000 equity shares of face value Rs. 2 each were allotted to the promoter & promoter group. The said allotment was approved by Board of Directors in their meeting held on April 18, 2025.

b) Issue of equity shares with differential rights:

During the year under review, your Company has not issued any Equity Shares with differential rights and hence the provisions of Section 43 of the Companies Act, 2013 read with the applicable Rules made thereunder.

c) Issue of Sweat Equity Shares:

During the year under review, your Company has not issued any Sweat Equity Shares pursuant to the provisions of Section 54 of the Companies Act, 2013 read with the applicable Rules made thereunder.

d) Details of Employee Stock Options:

The Company has not issued any shares under Employees Stock Options Scheme pursuant to the provisions of Section 62 of the Companies Act, 2013 read with the applicable Rules made thereunder, therefore, the disclosure regarding issue of employee stock options is not applicable.

e) Shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees:

During the year under review, the Company has not given loan to any employee for purchase of its own shares as per Section 67(3)(c) of Companies Act, 2013, therefore, the disclosure as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are not applicable.

f) Issue of debentures, bonds or any non-convertible securities:

During the year under review, the Company has not issued any debentures, bonds or any non-convertible securities pursuant to the applicable provisions of Companies Act, 2013 read with the Rules made there under.

g) Issue of warrants:

During the year under review, the Company has not issued any warrants pursuant to the applicable provisions of Companies Act, 2013 read with the Rules made there under.

As on March 31, 2025, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

The Companys Equity Shares are listed on the BSE Limited ("BSE"). The trading in Equity Shares has been suspended due Penal reasons, non- payment of ALF dues and Procedural reasons. However, the company has filed an application for revocation of the suspension with the Bombay Stock Exchange.

CORPORATE GOVERNANCE

Your directors firmly believe that corporate governance is an ethically driven business process founded on strong values and principles, aimed at fostering sustainable growth and long-term value creation for the Company. The Company continues to move forward as a responsible and sustainable corporate entity, with a focus on attracting and retaining talent and investors, nurturing meaningful relationships with stakeholders and communities, and taking all necessary steps towards building a renewed and resilient future.

The Company remains committed to upholding the highest standards of ethics, transparency, and corporate governance. In this regard, the Company continues to comply with the Code of Conduct prescribed for the Board of Directors and Senior Management pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has consistently maintained robust corporate governance practices based on the principles of effective internal control systems, strict adherence to applicable laws and regulations, and accountability across all levels of the organization.

The corporate governance framework of the Company is driven by strong and effective Board oversight, timely and adequate disclosures, transparent accounting policies, and a high degree of integrity in decisionmaking processes. The Corporate Governance Report for the year under review, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed hereto and forms an integral part of this Annual Report. The requisite certificate from M/s Kamlesh M. Shah & Co., Company Secretaries, confirming compliance with the conditions of Corporate Governance, is also annexed to the Corporate Governance Report.

CREDIT RATING OF SECURITIES

The credit rating is a financial indicator to potential investors of debt securities such as bonds. During the year under review, your Company has not issued any debt securities, so credit rating of securities is not applicable to the Company.

GENERAL RESERVES

During the year under review, a net loss of Rs. 42.22 Lakhs has been transferred to General Reserves. Moreover, necessary adjustments were made as per the approved resolution plan.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There was no amount liable or due to be transferred to the Investor Education and Protection Fund during the financial year 2025-2026 ended 31^st March 2025.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2025 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits/(losses) and cash flows for the year ended March 31, 2025.

Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses financial results on a quarterly basis which are subjected to limited review and publishes audited financial results on an annual basis.

As the company was under the CIRP in the FY 2024-25 and the control of the company was handed over to the new management on 28^th March 2025, the financials prepared were based on the data which was received from the Resolution Professional.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) of the Company as on March 31, 2025, is available on the website of the Company at https://aveniaue.co.in/investors/annual-return

AUDIT AND AUDITORS

? STATUTORY AUDITORS

The Statutory Audit for FY 2024-25 was conducted by M/s. DD Shah Patel & Co., Chartered Accountants (Firm Registration No.: 153136W). The Monitoring Committee of the Company at their meeting held on the 13^th August 2025, had approved the appointment of M/s. CSM & Co. LLP, Chartered Accountants (Firm Registration No.: 100715W), to conduct the statutory audit and Limited review for each quarter from financial

year 2019-20 to financial year 2023-24 and re-appointed to conduct the statutory audit and Limited review for each quarter from financial year 2024-25 to financial year 2028-29. M/s. CSM & Co. LLP have tendered their resignation on 21^st August, 2025, pursuant to which the Monitoring Committee of the Company at their meeting held on the 21^st August 2025, had approved the appointment of M/s DD Shah Patel & Co., Chartered Accountants (Firm Registration No.: 153136W), to conduct the statutory audit and Limited review for each quarter from financial year 2019-20 to financial year 2023-24 and re-appointed them to conduct the statutory audit and Limited review for each quarter from financial year 2024-25 to financial year 2028-29.

The Audit Report issued by M/s DD Shah Patel & Co., along with the financial statements for the financial year 2024-25 forms part of the Annual Report. The notes to the financial statements, as referred to in the Auditors Report, are self-explanatory and do not require any further clarification or comment.

The Auditor has carried out statutory Audit of the standalone and consolidated financials and has issued a modified opinion (disclaimer of opinion).

EXPLANATIONS IN RESPONSE TO AUDITORS QUALIFICATIONS:

The Auditors Report for the financial year 31^st March, 2025 is modified, i.e. It contains the qualification as follows:

Sr No.	Audit Qualification (Standalone)	Type of Audit Qualification	Comment of the Board on the Qualification
1	a. Non-availability of confirmation/reconciliation of account balances of Trade Receivables, Long & Short - Term Loans & Advances and NonCurrent Investment.	Disclaimer of Opinion	KDJ HOLIDAYSCAPES AND RESORTS LIMITED (hereinafter called "The Company") went into CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) after one of the Financial Creditors m TJSB Sahakari Bank Limited filed an application under section 7 of Insolvency and Bankruptcy Code, 2016.
	b. Non-availability of confirmation/reconciliation and unable to verify physically the Fixed Assets balances.
	c. Non-availability of confirmation/reconciliation of account balances of Trade Payables, Other Current Liabilities.		The said application was admitted by the National Company Law Tribunal vide order dated 23rd September, 2019.
	d. Non-availability of confirmation/reconciliation of account balances of non-current borrowings, other financial liabilities, non-current provisions, current borrowings, other financial liabilities-current, other current liabilities and current provisions.		The Resolution Plan submitted by Successful Resolution Applicant Mr. Ravikumar Gaurishankar Patel, was unanimously approved by the CoC (Committee of Creditors), by 100% of the voting share.
	e. Non-availability of confirmation/reconciliation of account balances of Balance with revenue authorities, Sales Tax deposits and Gratuity Fund with UC, Sundry deposits, Margin money deposits with bank and Fixed deposit & Investment deposit scheme.		The approved resolution plan was managed by Implementation and Monitoring Committee (IMC). The new Board of Directors was appointed with effect from 18th April, 2025.
	f. Non-availability of confirmation/reconciliation of account balances of cash in hand and other bank balances.		The management of Company was handed over to the Board by the Monitoring Committee as on 28th March, 2025.
	g. Non-availability of details of other balances, not mentioned above, for verification of the auditor.

 

Sr No.	Audit Qualification (Consolidated)	Type of Audit Qualification	Comment of the Board on the Qualification
1	a. Non-availability of confirmation/reconciliation of account balances of Trade Receivables, Long & Short - Term Loans & Advances and Non-Current Investment.	Disclaimer of Opinion	KDJ HOLIDAYSCAPES AND RESORTS LIMITED (hereinafter called "The Company") went into CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) after one of the Financial Creditors m TJSB Sahakari Bank Limited filed an application under section 7 of Insolvency and Bankruptcy Code, 2016.
	b. Non-availability of confirmation/reconciliation and unable to verify physically the Fixed Assets balances.
	c. Non-availability of confirmation/reconciliation of account balances of Trade Payables, Other Current Liabilities.		The said application was admitted by the National Company Law Tribunal vide order dated 23rd September, 2019.
	d. Non-availability of confirmation/reconciliation of account balances of non-current borrowings, other financial liabilities, non-current provisions, current borrowings, other financial liabilities-current, other current		The Resolution Plan submitted by Successful Resolution Applicant Mr. Ravikumar Gaurishankar
	liabilities and current provisions.		Patel, was unanimously approved by the CoC (Committee of Creditors), by 100% of the voting share. The approved resolution plan was managed by Implementation and Monitoring Committee (IMC).
	e. Non-availability of confirmation/reconciliation of account balances of Balance with revenue authorities, Sales Tax deposits and Gratuity Fund with U C, Sundry deposits, Margin money deposits with bank and Fixed deposit & Investment deposit scheme.
	f. Non-availability of confirmation/reconciliation of account balances of cash in hand and other bank balances.		The new Board of Directors was appointed with effect from 18th April, 2025.
	g. Non-availability of details of other balances, not mentioned above, for verification of the auditor.		The management of Company was handed over to the Board by the Monitoring Committee as on 28th March, 2025.

? SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board has appointed M/s Vinay Terse & Associates Company Secretaries in Practice in its meeting held on June 06, 2025 to undertake the Secretarial Audit of the Company from financial year 2019-20 to financial year 2023-24 and then re-appointed then for the Secretarial Audit of the Company from financial year 2024-25 to financial year 2028-29. The appointment was also ratified by the Implementation and Monitoring Committee in its meeting held on August 13, 2025.

The Report of the Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report as Annexure II.

? INTERNAL AUDITORS

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s Hemal P. Doshi & Associates. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on March 31, 2025, the company has two Material Subsidiaries, KDJ Hospitality Private Limited and KDJ Hospitals Limited, whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. The company holds 100% shares of KDJ Hospitality Private Limited and 51% shares of KDJ Hospitals Limited. Further, the details are provided in Form AOC-1 attached herewith.

In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on material subsidiaries which is available on its website at the link: https://avenique.co.in/investors/policies.

RELATED PARTY TRANSACTIONS

The requisite details under Form AOC-2 in Annexure I have been provided in this Report. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has been made in the notes to the Financial Statements.

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the Audit Committee and the Board of Directors.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company.

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place the Policy on dealing with Related Party Transactions which is available on its website https://avenique.co.in/investors/policies

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V read with regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in a separate section and forms part of the Directors Report.

MATERIAL CHANGES AFFECTING THE COMPANY

The Company was undergoing Corporate Insolvency Resolution Process (CIRP) and has been revived pursuant to Resolution Plan approved by Honble NCLT, Mumbai Bench vide its order dated March 04, 2025.

During the previous financial year 2024-25, the management and control of the Company were under the supervision of the Resolution Professional. The new management was appointed on with effect from March 28, 2025.

Pursuant to the NCLT Order and the Board Resolution passed on April 18, 2025 all existing shares i.e. 5,46,56,000 equity shares of Rs. 2 each held by existing shareholders were cancelled and extinguished. Allotment of 25,000 ordinary equity shares of Rs. 2 each was made to existing public shareholders in the ratio of 1: 998.76 i.e. 1 (one) share for every 998.76 shares held by them as on record date i.e. 30^th April 2025.

Further the Board in its meeting held on April 18, 2025, approved the allotment of 4,75,000 equity shares of Rs. 2/- each to the new Promoters & Promoter Group (As mentioned in the Resolution Plan) of the Company.

The listing approval from BSE was granted on January 20, 2026. The company has made trading application to exchange and is awaiting for the approval.

CHANGE IN NATURE OF BUSINESS, IF ANY

There are no changes in the nature of business in the financial year 2024-25.

BOARD EVALUATION

The Company was undergoing Corporate Insolvency Resolution Process (CIRP) and has been revived pursuant to Resolution Plan approved by Honble NCLT, Mumbai Bench vide its order dated March 04, 2025.

During the previous financial year 2024-25, the management and control of the Company were under the supervision of the Resolution Professional. The new management was appointed with effect from March 28, 2025.

As the first meeting of the Board of Directors was held on April 18, 2025, the board Evaluation for the FY 2024-25 under review was not applicable due to suspension of the board. Hence, the formal evaluation of board was deferred to Financial Year 2025-26.

MEETING OF THE INDEPENDENT DIRECTORS

There was no meeting of Independent Directors during the previous financial year 2024-25.

Matrix setting out the skills/expertise/competence of the Board of Directors:

Sr. No	Essential Core skills/expertise/competencies required for the Company	Core skills/expertise/competencies of all the Directors on the Board of the Company
1.	Strategic and Business Leadership	The Directors and especially the Managing Director have many years of experience.
2.	Financial expertise	The Board has eminent business leaders with deep knowledge of finance and business.
3.	Governance, Compliance and Regulatory	The presence of Directors with qualifications and expertise in Law and Regulatory affairs lends strength to the Board.
4.	Knowledge and expertise of Trade and Technology	The Directors have profound knowledge of economic Affairs, trade and technology related matters.

NUMBER OF MEETINGS OF THE BOARD

There was no meeting of Board of Directors during the previous financial year 2024-25, as the management and control of the Company were under the supervision of the Resolution Professional (Implementation & Monitoring Committee).

NUMBER OF MEETINGS OF THE BOARD COMMITTEES

There was no Committee meetings held during the previous financial year 2024-25.

BOARD COMMITTEES

The Board has following Committees, viz,

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The committees were constituted by the Board in their Board Meeting held on June 06, 2025.

MANAGEMENT

There is a change in management of the Company post completion of CIRP Process as per direction issued by NCLT, Mumbai bench. The detail of new management has been provided in the Annual Report.

BOARD OF DIRECTORS

For most of FY 2024-25, the powers of the Board were suspended under Section 17 of the Insolvency and Bankruptcy Code, and vested with the Resolution Professional, Mr. Snehal Kamdar. Following NCLTs approval of the resolution plan on March 04, 2025, a Monitoring Committee was formed to oversee implementation. The Committee appointed a new Board w.e.f. March 28, 2025, marking the end of the suspended Board period.

As on March 31, 2025, the Board comprised 4 directors, with a balanced mix of executive and independent directors, complying with Regulation 17 of SEBI LODR (at least 50% independent directors for a nonchairman executive-led board). None of the directors hold positions exceeding the limits under Regulation 17A of SEBI LODR Regulations, 2015. All independent directors provided declarations under Section 149(6) of the Companies Act, 2013, confirming their independence.

Following are the details of changes in Board till March 19, 2026 -

Sr. No		Name of Director	Designation	DIN	Date of Appointment		Date of Resignation
1.		Mr. Hemantbhai Khodidasbhai Raval	Managing Director	10146164	28-03-2025
2.		Mr. Akash Parmar	Executive Director	10130430	28-03-2025		-
3.		Mr. Ravikumar Gaurishankar Patel	Non-Executive Non-Independent Director	05340869	28-03-2025
4.		Mr. Nimeshkumar Ganpatbhai Patel	Non-Executive Non Independent Director	10939411	28-03-2025
5.	Mr. Nandish Shaileshbhai Jani		Additional NonExecutive Independent Director	09565657	18-04-2025	30-09-2025
6.	Ms. Komal Manoharlal Motiani		Additional NonExecutive Independent Director	10226691	18-04-2025	30-09-2025
7	Ms. Heena Prajapati		Additional NonExecutive Independent Director	11225588	26-08-2025
8	Mr. Vinit Narendrakumar Sinha		Additional NonExecutive Independent Director	11238423	26-08-2025

There has been Deemed Resignation of following person in such designation in the MONITORING COMMITTEE meeting of company:

Sr. No	NAME	DESIGNATION	DATE OF RESIGNATION
1.	Mr. Vinod Deora	Managing Director	18/04/2025
2.	Mr. Madhukar Katragadda	Director	18/04/2025
3.	Mr. Surendra Debiprasad Kedia	Whole-Time Director	18/04/2025
4.	Mr. Dineshkumar Jalan	Managing Director	18/04/2025
5.	Mrs. Shika Jalan	Director	18/04/2025

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

DIRECTOR RETIRING BY ROTATION

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Akash Parmar (DIN- 10130430) Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

He has given a declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that he is not disqualified from being reappointed as a Director of the Company.

INDEPENDENT DIRECTORS & KMPs

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company but shall be eligible for re-appointment for another term up to

five years on passing of a special resolution by the company and disclosure of such appointment in Boards Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (AGM) of the Company.

As per requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a person shall not serve as an independent director in more than seven listed entities: provided that any person who is serving as a whole-time director in any listed entity shall serve as an independent director in not more than three listed entities.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

Independent Directors have confirmed that they have complied with the Companys Code of Business Conduct & Ethics.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. They have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section 149 of the Companies Act, 2013 that they are independent of the management.

PERFORMANCE EVALUATION

As the Board of Directors was appointed with effect from March 28, 2025 the Annual Performance Evaluation was not carried out by the Company.

POLICIES

All the Policies adopted by the Board have been mentioned in the Corporate Governance Report. FAMILIARISATION PROGRAM FOR DIRECTORS

As a practice, all new directors (including independent directors) inducted to the Board are given a formal orientation.

The familiarisation programme for the independent directors is customised to suit their individual interests and area of expertise. The directors are usually encouraged to interact with members of senior management as part of the induction programme. The senior management make presentations giving an overview of the Companys strategy, operations and group structure, board constitution and guidelines, and the major risks and risk management strategy. This enables the directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the management.

The company was under the CIRP for majority period of FY 2024-25 and the board was suspended during that period. Hence, no programme for familiarisation of directors was carried out during this period.

NOMINATION & REMUNERATION POLICY

The Company has devised a Nomination and Remuneration Policy ("NRC Policy") which inter alia sets out the guiding principles for identifying and ascertaining the integrity, qualification, expertise and experience of the person for the appointment as directors, key managerial personnel ("KMPs") and senior management personnel ("SMPs").

The NRC Policy has been framed with the objective-

a. To ensure that appointment of directors, KMPs and SMPs and their removals are in compliances with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

b. to set out criteria for the evaluation of performance and remuneration of directors, KMPs and SMPs;

c. to adopt best practices to attract and retain talent by the Company; and

d. to ensure diversity of the Board of the Company

The NRC Policy of the Company can be accessed at the website of the Company at https://avenique.co.in/.

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

None of the Managerial personnel of your company, who was employed throughout the financial year, was in receipt of remuneration in aggregate of Rupees One Crore and Two Lakhs or more or if employed for the part of the financial year was in receipt of remuneration of Rupees Eight Lakh and Fifty Thousand or more per month and there were no employees in the company hence the provisions of Rule 5(2) with respect to employees are not applicable to the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

Following are the details of Orders passed by Regulators, Tribunals or Courts -

The Company, KDJ Holidayscapes & Resorts Limited, was undergoing Corporate Insolvency Resolution Process (CIRP) and has been revived pursuant to an approved Resolution Plan.

Pursuant to the Resolution Plan approved by the Honble NCLT, Mumbai bench vide Order No- CP(IB) No. 2459 (MB) of 2019 on March 04, 2025, all existing shares i.e. 5,46,56,000 equity shares of Rs. 10 each held by existing shareholders were cancelled and extinguished. Allotment of 25,000 ordinary equity shares of Rs. 2 each was made to existing public shareholders in the ratio of 1: 998.76 as on record date i.e. 30^th April, 2025 and 4,75,000 equity shares of Rs. 2 each will be allotted to New Promoter and Promoter Group by the Board of Directors in their Meeting held on April 18, 2025.

CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP):

The Resolution Plan issued by Honble NCLT, Mumbai bench has been successfully implemented. Change in management has already been implemented and also the fresh Capital has been infused. The Company has received Listing approval on 20^th January 2026 and is awaiting Trading approval from BSE.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

The Paid-up Equity Share Capital as at 31^st March, 2025 stood at 5,00,000 equity shares of Rs. 2 each aggregating to Rs. 10,00,000/-.

Pursuant to the terms of the Resolution Plan approved by the Honble National Company Law Tribunal (NCLT), Mumbai Bench vide order dated March 04, 2025, 100% presently outstanding equity shares were cancelled and extinguished and 25,000 equity shares were allotted to existing public in the ratio of 1 (one) fresh equity share of face value of Rs. 2 for every 998.76 ordinary equity shares held by them as on record date which was fixed on April 30, 2025 and 4,75,000 equity shares of face value Rs. 2 each were allotted to the promoter & promoter group.

The Company has received Listing approval dated January 20, 2026 and is awaiting Trading approval from BSE.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31^st March 2025, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any;

2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts on a going concern basis;

5. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REGISTRAR AND SHARE TRANSFER AGENT

The Company has appointed Bigshare Services Private Limited as its Registrar and Transfer Agent ("RTA") for handling share registry and investor-related services. The RTA is registered with SEBI and has been efficiently managing all related activities during the year under review.

BUSINESS RISK MANAGEMENT

The company has put in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Risk management is embedded in your Companys operating framework. Your Company believes that managing risks helps in maximizing returns. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks.

Further, the Company is not required to constitute Risk Management Committee under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

STATEMENT SHOWING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Business Risk Evaluation and Management is an on-going process within the organization. In compliance with the provisions of Section 134(3)(n) of the Companies Act, 2013, the Board of Directors has formulated and adopted the Risk Management Policy to identify, monitor and minimize risks while identifying business opportunities which enables the Company to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2024-25.

BOARD DIVERSITY POLICY

The Policy on Diversity of Board aims to set out the approach to achieve diversity on the Board of Directors of the Company. Building a Board of diverse and inclusive culture is integral to the success of the "Company".

The Board considers that its diversity, including gender diversity, is a vital asset to the business.

Inclusive and diverse Board allows more wider perspectives to be integrated when brainstorming, problem solving and developing new ideas for the growth of company business.

The Board Diversity Policy of the Company is available on the website of the Company at https://avenique.co.in/investors/policies

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company https://avenique.co.in/.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

The Company has a policy on Prevention of Sexual Harassment at Workplace in place.The company has no Female Employees, it is beyond the practicality to constitute a local compliance committee but a system has been put in place to protect Female Employee(s) from sexual harassment. During the year Company has not received any complaint of harassment.

STATUTORY INFORMATION AND OTHER DISCLOSURES

The information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is reported to be NIL.

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure III and forms an integral part of this Report. A statement comprising the names of top employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure V and forms an integral part of this annual report. The above Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136(1) of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report under of Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 is not applicable to the Company for the year under review.

PUBLIC DEPOSITS

During the Financial Year under review, the Company has neither invited nor accepted any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 other than exempted Deposits as prescribed under the Companies Act, 2013.

As such, no specific details prescribed in Rule 8 of the Companies (Accounts) Rules, 2014 (as amended) are required to be given or provided.

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

A report on secretarial compliance by M/s Vinay Terse & Associates for the FY 2024-25 has been submitted with the stock exchange.

APPOINTMENT OF "DESIGNATED PERSONS" FOR FURNISHING INFORMATION TO THE REGISTRAR OF COMPANIES OR ANY OTHER AUTHROTIY WITH RESPECT TO BENEFICIAL INTERESTS IN THE SHARES OF THE COMPANY

During the Financial year under review, the Company has appointed Mr. Hemantbhai Khodidasbhai Raval (DIN: 10146164), Managing Director of the Company, as the "Designated Person" responsible for furnishing and extending co-operation for providing information to the concerned Registrar of Companies or any other authorized officer with respect to beneficial interest in shares of Company under the Act.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 2 Female Employees: 0 Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

DOWNSTREAM INVESTMENT

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every company including its holding or subsidiary and a foreign company, which fulfils the criteria specified in

ANNUAL REPORT 2024-25

sub-section (1) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your Company is not required to constitute a Corporate Social Responsibility ("CSR") Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy:

The steps taken or impact on conservation of energy	Nil
The steps taken by the company for utilizing alternate sources of energy	Nil
The capital investment on energy conservation equipments	Nil

(B) Technology absorption:

The efforts made towards technology absorption	Nil
The benefits derived like product improvement, cost reduction, product development or import substitution etc.	Nil
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	Not applicable
The details of technology imported	Not applicable
Year of Import	Not applicable
whether the technology been fully absorbed	Not applicable
If not fully absorbed, areas where has not taken place, reasons thereof.	Not applicable
The expenditure incurred on Research and Development	Not applicable

(C) Foreign exchange earnings and Outgo:

The company has no foreign exchange earnings and outgo transactions during the current financial year under review.

AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

Accounting Software for maintaining its books of account for the financial year ended March 31, 2025, was used which has a feature of recording audit trail (edit log) facility for all relevant transactions recorded in the software.

The Company, KDJ Holidayscapes & Resorts Limited, was undergoing Corporate Insolvency Resolution Process (CIRP) and has been revived pursuant to an approved Resolution Plan. During the previous financial year, the management and control of the Company were under the supervision of the Resolution Professional.

Therefore, for the financial year ended March 31, 2025 the Board is unable to comment on effectiveness of the audit trail.

The new management which was appointed on March 28, 2025 as per the resolution plan dated March 04, 2025, endeavours to comply with the said rule hereafter.

OTHER DISCLOSURE

During the financial Year Under Review, disclosure with respect to details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financial institutions along with the reason thereof is not applicable.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, there were no applications made or proceedings pending in the name of Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the financial year under review, there has been no one time settlement of loans taken from the Banks or Financial Institutions.

FAILURE TO IMPLEMENT ANY CORPORATE ACTION

The Company has not failed to complete or implement any corporate action between the end of the Financial Year to which this Financial Statements relates and date of this Report.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

APPRECIATION

Your directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Companys valued customers, bankers and members for their continued support and confidence in the Company.

By order of the Board

For KDJ HOLIDAYSCAPES & RESORTS LIMITED

Sd/-	Sd/-
Hemantbhai Khodidasbhai	Ravikumar Patel
Raval
Managing Director	Director
DIN: 10146164	DIN: 05340869

Date: March 19, 2026 Place: Ahmedabad

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: L74900MH1993PLC071710

E-mail Id: COMPLIANCE.KDJ@GMAIL.COM