DSJ keep Learning Ltd

DSJ keep Learning Ltd — Closure of Trading Window

Financial snapshot

• Revenue from operations: 789.00 Lakhs in FY2025-26, down from 997.60 prior year.
• Total Income: 805.97 Lakhs, down from 1021.06.
• Net loss after tax: 96.70 Lakhs; prior year net profit 32.88.
• PBT: -123.54 Lakhs; tax expenses 26.84; EPS -0.06.
• Dividend not recommended due to accumulated losses.

Operations and segments

• Two verticals: Campus Enablement and KLI; revenue breakdown 665.92 and 123.08 respectively.
• Total education-related revenue: 789.00 Lakhs; on-boarded over 900 students across customers.
• KLI programs include PGDM AI and DDGM with over 100 students enrolled in FY25-26.

Capital structure and liquidity

• Paid-up equity share capital: 15,57,12,083 shares (Rs 1,557.12 Lakhs).
• Rights issue completed in 2024; rights issue amount 681.24 Lakhs.
• Borrowings: 140.41 Lakhs; current ratio 1.13; debt-equity 0.23.
• 03% of equity shares dematerialised as at 31-Mar-2026.

Related party transactions & governance

• Material related-party transactions with Centre for Developmental Education, Vijaybhoomi University, New Bonanza Impex Private Limited, Get Ahead Education Limited.
• Omnibus approval for related party transactions up to Rs 10 Crore; arm's length and ordinary-course terms.
• RPTs span admissions outsourcing, services, and potential borrowings; approved by Audit Committee and Board prior to member approvals.

Audit, governance and controls

• Statutory auditors: Jayesh Dadia & Associates LLP; unqualified/integrated reports.
• Secretarial audit: Alok Khairwar & Associates; notable points around DSJ Finance promoter demat status and historic charges; management responses included.
• CEO/CFO certification validated; board committees: Audit, Nomination & Remuneration, Stakeholders’ Relationship.
• Board size: 7 directors; independent directors 4; two women on board; several resignations and new appointments in 2025-26.

Shareholding and capital disposition

• Major promoters: Narad Investments, New Bonanza Impex, Padode family; combined promoter share is significant.
• Promoter group dematerialisation status not 100% due to DSJ Finance under liquidation.
• Shareholding pattern reflects substantial promoter/control presence; 8+ major holders disclosed in notes.

Risk and outlook

• Revenue decline and macro volatility pose risk to profitability.
• Outlook focuses on scaling KOS SaaS, expanding DDGL products, and improving EBITDA/margins.
• Emphasis on risk management, internal controls, and governance under SEBI LODR.

AGM and AR access

• 36th AGM scheduled for 30 September 2026 at 3:00 PM IST via VC/OAVM.
• Electronic copies of AGM notice and Annual Report 2025-26 will be sent to registered emails.
• Annual Report and notices available on company website and stock exchanges.
• Physical holders must update KYC details per SEBI circular 2024/37.
• Special Window opened 5 Feb 2026–4 Feb 2027 for transfer/dematerialization of pre-2019 physical securities.
• Submit required documents to RTA MUFG Intime India Private Limited within the window.

AGM details

• AGM date and time: 30 September 2026, 3:00 PM IST.
• Mode: VC/OAVM; deemed venue 419-A Arun Chambers, Mumbai.
• Register of Members and Share Transfer Books closed 24–30 September 2026.
• Cut-off date for e-voting: 23 September 2026.
• Remote e-voting period: 26–29 September 2026.
• Notice and annual report available electronically; proxies not available at VC/OAVM.

Ordinary resolutions

• Adopt Audited Financial Statements for the year ended 31 March 2026.
• Re-appoint Sanjay Padode as Director, liable to retire by rotation.
• Re-appoint Pranav Padode as Director, liable to retire by rotation.

Special resolutions

• Re-appoint Atish Kumar Chattopadhyay as Independent Director for second five-year term (Feb 2027–Feb 2032).
• Re-appoint Pranav Padode as MD and CEO for three years from 5 December 2026 to 4 December 2029.
• Revise remuneration of Pranav Padode as MD/CEO from October 1, 2026.

Material related party transactions

• Centre for Developmental Education: services; ₹15 crore; term Oct 1, 2026 to next AGM.
• Vijaybhoomi University: services; ₹15 crore; term Oct 1, 2026 to next AGM.
• New Bonanza Impex Private Limited: services and borrowing; ₹25 crore; borrowing up to ₹10 crore.
• Get Ahead Education Limited: services and borrowing; ₹25 crore; borrowing up to ₹10 crore.

Other material notes

• Omnibus approval for related party transactions up to ₹10 crore.
• RPTs are in ordinary course and at arm's length.

Financials

• Revenue from operations was 789.00 lakh for FY2025-26.
• Total income was 805.97 lakh for FY2025-26.
• Net loss after tax stood at 96.70 lakh.
• Dividend was not recommended due to accumulated losses.

Revenue mix

• Education services revenue: 665.92 lakh; software licensing 123.08 lakh.
• Material related-party revenue: Centre for Developmental Education 464.15; Vijaybhoomi University 175.46.
• Over 900 students onboarded across customers in FY2025-26.

Dividends & capital

• Rights issue completed in 2024; paid-up equity capital now 15.57 crore.
• Dividend not proposed for FY2025-26.

Liquidity & leverage

• Cash and cash equivalents: 0.39 lakh; other bank balances 240.64 lakh.
• Total cash resources about 241.03 lakh.
• Borrowings and lease liabilities total 163.34 lakh.
• Key ratios: Current ratio 1.13; debt-equity 0.23.
• Operating margin -12.11%; net margin -12.26%.

Governance & risk

• Board comprises seven directors; four independent; two women.
• Audit, Nomination & Remuneration, and Stakeholders committees in place.
• CEO/CFO certification and compliance with Code of Conduct submitted.

Related party transactions

• Material RPTs with CDE, Vijaybhoomi, NBIPL, GAEL, Get Ahead Education.
• FY2025-26 related-party revenue totaled 639.61 lakh.
• RPT approvals proposed: omnibus up to Rs 10 crore per party; aggregate Rs 25 crore.

Audits & governance disclosures

• CARO remarks noted minor arrears in Labour Welfare Fund FY22-23 and FY23-24.
• Secretarial audit flagged redemption and dematerialisation gaps; management addressing.
• Internal controls deemed adequate with ongoing improvements.

Outlook & strategy

• Scale kOS to five new higher-ed institutions.
• Improve EBITDA margins and optimize working capital.

Independent Director appointment

• Re-appoint Atish Kumar Chattopadhyay as Independent Director from 02 Feb 2027 for five-year term, subject to member approval.
• Atish is not related to other directors.
• Atish is not debarred by SEBI or other authorities.

MD & CEO appointment

• Re-appoint Pranav Padode as MD & CEO from 05 Dec 2026 for three years, subject to member approval.
• Remuneration revised; terms to be set in AGM notice.
• Pranav Padode is son of Chairman Sanjay Padode and Kalpana Padode.
• Pranav is not debarred by SEBI or other authorities.
• No other related-party relationships disclosed for the MD&CEO appointment.

AGM details

• 36th AGM scheduled for 30 September 2026 at 3:00 PM via VC/OAVM.
• Notice will be circulated; web-link for Annual Report to unregistered email holders.