DSJ Keep Learning Limited FY2025-26: revenue decline, wider related party engagements, governance focus, and rights issue impact
Reg. 34 (1) Annual Report
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.