DSJ Keep Learning Ltd Management Discussions

INDUSTRIAL OVERVIEW, STRUCTURE AND DEVELOPMENT

1. Company Overview

DSJ Keep Learning Limited ("DSJKL" or "the Company") is an education company enabling growth across the higher education value chain. It operates through two synergistic business verticals: Campus Enablement - provides full-stack services to higher education institutions, helping them scale enrolments, streamline operations, strengthen student engagement, and improve academic outcomes; and KLI - partners with leading Indian and global institutions to develop and deliver undergraduate, postgraduate, and professional education programs for students and working professionals, combining academic excellence with technology-enabled delivery, industry relevance, and comprehensive learner support.

The Company controls key elements of the delivery value chain across several of its programs, enabling it to provide high- quality, outcome-focused learning experiences integrated across academics, technology, student support, and operations. DSJKL has invested in a dedicated learning studio in Bengaluru to enhance content production and faculty engagement and has developed a proprietary technology stack spanning student recruitment, lead attribution, funnel analytics, learner engagement, and mentor management. These capabilities strengthen the Companys operating leverage, scalability, and competitive positioning across both its consumer and institutional businesses.

2. Industry Landscape

Indias education sector is undergoing rapid digitization, driven by rising demand for employability-linked degrees, UGC online norms, and enterprise L&D. On the institutional side, colleges and universities are competing to attract high-quality students while managing compliance and scale. For professionals, there is increasing demand for career-focused upskilling, hybrid learning, and global mobility.

DSJKL operates at the convergence of these shifts—empowering institutions through enablement infrastructure, and professionals through lifelong learning pathways.

3. Segment-Wise Performance Campus Enablement

This vertical helps colleges and universities grow sustainably by supporting them across admissions, academic operations, and digital transformation. It has two core areas:

1. Student Recruitment

DSJKL manages end-to-end student acquisition through digital, organic, affiliate, and referral channels. Partner institutions outsource their enrolment function to DSJKL, which operates on success-linked fee models.

The companys moat in this space is its full-stack technology and execution engine:

• Agentic AI systems for lead nurturing, qualification, and reactivation

• Automated sales process management for counsellor tracking and funnel optimization

• Attribution and UTM tracking tools for reducing cost of student acquisition (CAC)

• Real-time analytics dashboards for institutional visibility

Leading institutions including JAGSoM, Vijaybhoomi University, and IFIM College use this infrastructure to drive UG and PG admissions. Over the last year, weve onboarded over 900 students across all our customers.

2. kOS - keeplearning Operating System

kOS is DSJKLs flagship SaaS platform designed to manage the academic and administrative workflows of a higher-ed institution.

• Includes modules for CRM, admissions, timetables, attendance, fees, evaluations, and regulatory reporting

• Enables seamless adoption, digital transformation, and measurable efficiency improvements

Together, these offerings make DSJKL a critical operating partner for educational institutions seeking scale with accountability.

KLI - keeplearning Institute

KLI develops and delivers undergraduate, postgraduate, and professional education programs in partnership with leading Indian and international institutions. During FY 2025-26, the vertical continued to expand its portfolio across online and hybrid degree programs, executive education, and international progression pathways, serving learners ranging from undergraduate and postgraduate students to working professionals and senior executives.

Key programs include the PGDM AI from JAGSoM, and the DDGM (Dual Degree Global Masters). During FY 2025-26, over 100 students were successfully enrolled across these programs.

The vertical is supported by the Companys learning infrastructure, including a dedicated learning studio in Bengaluru for live and recorded faculty-led content, integrated career services, mentorship and masterclasses, and a proprietary student success platform for learner onboarding, mentor management, session scheduling and feedback. During the year, the Company also strengthened its technology-led sales and student acquisition capabilities through sales process automation, lead attribution and call-quality monitoring.

OPPORTUNITY AND THREATS

4. Risk Management

Risk Type	Description	Mitigation Strategy
Regulatory	Changes in AICTE/UGC/BCI norms for online/ hybrid models	Legal team and flexible product models
Revenue Concentration	Partner/school dependency	Vertical and geography diversification
Collections Risk	Student default or institutional delays	Installment-based models, clause-based invoicing
Delivery Quality	Dependence on adjunct faculty and tech scale	Studio, playbooks, and central operational QA

5. Future Proposed Outlook

• Expand the DDGL product beyond Accounting to include MSc programs in Marketing, Finance, Luxury Management, and Business Analytics/Data Science, in collaboration with Tier-1 universities across Europe and the US.

• Scale adoption of kOS as a standalone SaaS product to 5 new higher education institutions.

• Maintain focus on improving EBITDA margins, reducing working capital cycles, and sustaining positive cash flow.

6. Internal Controls and Governance

• Quarterly audits, MIS dashboards, and centralized compliance reviews

• Role-based access, audit trails, and digital document verification

• Separate P&L ownership by business unit ensures cost discipline

Further The Company has a proper and adequate system of internal control to ensure that all the assets are safeguarded from loss, damage, or disposition. The Company has an independent Audit system to monitor the entire operations and the Audit Committee monitors the financial statements to ensure that transactions are adequately authorized and recorded and that they are reported correctly. The Board of Directors considers internal controls as adequate as it regularly reviews the findings and recommendations of internal audits.

DISCUSSION ON FINANCIAL PERFORMANCE CONCERNING OPERATIONAL PERFORMANCE

The financial statements have been prepared in compliance with the requirements of the Companies Act, 2013 and generally accepted Accounting Principles in India.

FINANCE AND ACCOUNTS

The following financial review is intended to convey the managements perspective on the financial performance of the company at the end of the financial year 2025-26.

The financial statements have been prepared in compliance with the requirements of the Companies Act, 2013 and generally accepted Accounting Principles in India.

FINANCIAL PERFORMANCE

Profit/(Loss) before taxation (PBT) for the current financial year 2025-26 is Rs. (123.54) lacs as compared to Rs. 48.88 lacs for the previous year. During the year, other income in the year under review was Rs.16.97 lacs as compared to Rs. 23.46 lacs in previous year. Company Fixed Assets viz. Property, Plant and Equipment were valued at Rs 29.38 lacs at the end of the financial year.

RISKS AND CONCERN

The Company has an adequate Risk Management System, and it faces the risk of competition from local players in the cities it expands. This risk is addressed by building a brand and processes to provide consumer-centric services and quality education. Also, there is a lot of IP in terms of technology that is being developed under keeplearning, which creates a moat between us and our competitors.

HUMAN RESOURCE DEVELOPMENT

Over the years, your Company has developed an environment, which fosters excellence in performance by empowering its people, who are always on a continuous improvement path to add value to their intellectual and knowledge resources. The Companys success depends largely upon the quality and competence of its management team and key personnel.

Further, we are working on the following initiatives:

• Build out clear growth paths and capability frameworks across key verticals — from product and engineering in kOS, to content and academic delivery in keeplearning.live, and partner success roles under Campus Enablement. Focus will be on role clarity, cross-functional exposure, and readiness for next-level responsibilities.

• Strengthen onboarding and training programs for new hires, especially in the Campus Enablement and kOS teams, where rapid scaling demands quicker ramp-up and deeper alignment with product and partner needs.

• Roll out quarterly engagement initiatives and manager development programs within keeplearning.live to support team wellbeing, strengthen leadership depth, and reduce avoidable attrition.

• Consolidate hiring operations to improve turnaround time for business-critical roles, deepen partnerships with hiring platforms and academic institutions, and increase efficiency through tighter collaboration with business leads.

There are 50 (Fifty) employees in the Company as of 31^st March 2026. The company is currently hiring for the coming financial year and should witness good growth in this area.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

Key Financial Ratios	2025-26	2024-25	Variance	Variance %	Detailed Comments
1. Debtors Turnover	1.92	3.42	(1.50)	(44.07)	The reduction in revenues during the year coupled with slower realizations from customers has negatively impacted the Trade Receivables Turnover Ratio
2. Inventory Turnover					The Company operates in the service industry and accordingly does not hold any inventory. Therefore, Inventory turnover ratio is not applicable.
3. Debt service coverage ratio	(0.91)	3.36	(4.27)	(127.07)	The Company has incurred a loss during the year due to reduction in revenues which in turn has negatively impacted the Debt Service Coverage Ratio
4. Current Ratio	1.13	1.86	(0.73)	(39.09)	The Company has received fees on pass through basis towards the end of the year which has increased the current liabilities and accordingly impacted the Current Ratio negatively.
5. Debt Equity Ratio	0.23	0.26	(0.03)	13.14	The change in the Debt-Equity Ratio during FY 2025-26 is below the prescribed threshold of 25% as compared to the immediately preceding financial year. Accordingly, no detailed explanation for the variance is required to be provided.
6. Operating Profit Margin (%)	(12.11)	6.27	(18.38)	(293.14)	The Operating Profit Margin Ratio has declined during FY 2025-26 as compared to the previous year. The decline is primarily attributable to the reduction in revenue from operations and the operating loss incurred during the year, which adversely impacted the Companys profitability.
7. Net Profit Margin (%)	(12.26)	3.03	(15.29)	(471.83)	The Company has incurred a loss during the year due to reduction in revenues which in turn has negatively impacted the Net Profit Ratio.
8. Return on Net- worth (%)	(14.51)	4.60	(19.11)	(415.43)	The Return on Net Worth has declined during FY 2025-26 compared to the previous financial year. The decline is primarily attributable to losses incurred during the year due to reduction in revenues, which adversely impacted profitability. Further, the increase in equity base has also impacted the return generated on shareholders funds.

CAUTIONARY STATEMENT

Statement in this 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 due to risk and uncertainties. Important factors that could make a difference to the Companys operations include raw material availability and prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental factors.