Kuberan Global Edu Solutions Ltd Management Discussions

INDUSTRY STRUCTURE

The Company is engaged in education space and specializes in the TEST PREP segment including Banking courses, Master of Business Administration Entrance Exams, Staff Selection Commission (SSC), Life Insurance Corporation of India (LIC), Accounting and Professional Courses like Chartered Accountant (CA), Certified Management Accountant (CMA), Company Secretary (CS) and it is expanding to include various other TEST PREP courses under its belt. The online platform providers play a pivotal role in the online education ecosystem. Initially, the platform served as enablers by connecting prospective students and content providers. In recent times, the platform providers have increasingly played the role of content providers and curators. Online education in India has a mix of dedicated online only and offline players with an online presence. C2C business models have also emerged where the platform connects prospective teachers and students. B2B offerings are prevalent in higher education, where institutions offer degree/diploma courses to students through their own platforms or third-party aggregators.

OUTLOOK

With the successful completion of the Open Offer and the induction of a new promoter group, the Company has entered a phase of strategic realignment. The traditional business of educational publishing and academic services has been significantly impacted in recent years due to structural shifts in the industry, digital disruptions, and changes in user behavior. Recognizing these long-term trends, the Company is evaluating a shift in its core operating focus.

Over the coming months, the management will assess and identify industry segments that offer scalability, relevance, and long-term value creation potential. The objective is to reposition the Company in a space where its resources and capabilities can be better utilized, with a sharper focus on growth, innovation, and sustainable business models.

This may include forays into sectors such as digital education, enterprise services, consumer tech, or content-led businesses. The transition will be gradual and undertaken after detailed feasibility analysis and risk assessment. The Company will prioritize opportunities that align with its financial framework and provide visibility on recurring revenue and improved shareholder returns.

While the shift away from the existing legacy business may result in short-term volatility, the new management is confident that this strategic redirection will unlock new value and position the Company for long-term resilience and growth.

STRATEGIC DIRECTION AND BUSINESS REPOSITIONING

Following the takeover, the new management has initiated a comprehensive review of all existing operations, assets, and capabilities. As part of this process, the Company has begun a phased exit from its legacy education business. This includes winding down publishing operations and gradually discontinuing all education-related service lines.

The focus now shifts to identifying and entering a new line of business. The goal is to reposition the Company toward industries with stronger growth potential, better alignment with evolving market dynamics, and the ability to generate longterm shareholder value.

The Company is actively evaluating multiple sectors including, but not limited to Technology-enabled services, Digital platforms and consumer subscriptions, financial services and fintech, Renewable energy and sustainability-linked industries, Specialty manufacturing or distribution, B2B services such as consulting, analytics, or logistics, etc.

Management is currently engaged in preliminary research, feasibility assessments, and discussions with industry experts and advisors. The approach will be structured, data-driven, and focused on ensuring that the new venture is scalable, capital-efficient, and compliant with all regulatory frameworks.

FINANCIAL AND OPERATIONAL PREPAREDNESS

The Company enters this phase of transition with a stable balance sheet, minimal debt, and adequate liquidity. No significant capital commitments exist under the current structure, which allows for flexibility in evaluating new ventures and deploying capital strategically once the direction is finalized.

Operationally, the Company is rationalizing its cost base and retaining only those capabilities essential for compliance, planning, and execution readiness. Internal processes are being updated to ensure smooth onboarding of new business activity when the time comes.

OPPORTUNITIES

Following the change in management pursuant to the Open Offer completed on 30th October 2024, the Company is at a strategic inflection point. The new promoters have initiated a comprehensive review of the Companys current operations and long-term potential. In view of the structural decline in the educational publishing segment, the Company is actively exploring new industry verticals that are future-ready, scalable, and aligned with emerging consumer and enterprise demands.

The Company sees significant opportunity in the following areas:

• Digital Services and Platforms: With increasing digitization across sectors, the Company is evaluating opportunities in technology-driven businesses including SaaS, edtech, digital content creation, and online learning ecosystems.

• Consumer and Subscription-based Models: There is growing interest in recurring-revenue models such as digital subscriptions, educational assessments, and curated content platforms.

• Partnerships and Acquisitions: The Company is open to collaborating with startups, domain experts, and strategic investors to co-develop or acquire viable ventures.

• Diversification: Feasibility assessments are underway to potentially pivot the business into sectors such as skill development, corporate training, and knowledge process outsourcing (KPO).

THREATS

• Legacy Business Wind-down: The gradual exit from the educational publishing division may temporarily impact revenue and operational scale during the transition period.

• Regulatory and Compliance Risks: Entering new industries may require adherence to new regulatory frameworks, licensing norms, and compliance standards.

• Competitive Landscape: Sectors under consideration, particularly digital services and consumer platforms, are highly competitive and require agility, technological competence, and brand trust to scale effectively.

• Execution Risks: Identifying the right opportunity and successfully executing a pivot requires clear strategic vision, sustained capital investment, and cultural transformation within the organization.

The new management is fully committed to navigating these challenges responsibly and is taking a calibrated approach to ensure that any transition undertaken is both sustainable and value-accretive in the long run.

GOVERNANCE AND STAKEHOLDER COMMUNICATION

The new Promoter Group is committed to high standards of governance, transparency, and accountability. All decisions relating to diversification, business entry, or restructuring will be guided by careful diligence, Board oversight, and adherence to applicable laws and listing requirements.

The management will continue to engage with stakeholders at each step and ensure timely updates as the Company moves through this transition period.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES AND INDUSTRIAL RELATION FRONT

The Company is maintaining good relations with its employees and currently employs about Seven employees in all categories. The Company values and understands the need for continuous growth and development of its people to have greater productivity and provide job satisfaction and also equip them to meet growing organizational challenges. Your Company has genuine concern and top priority for the safety and welfare of its employees.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has a proper and adequate system of internal audit and controls which ensure that all the assets are safeguarded against loss from unauthorized use or disposition and that all transactions are authorized, recorded, and reported correctly. The Company continuously strives to improve upon/evolve and implement the best practices with a view to strengthen the internal control systems. The Company has assigned an Audit committee. Regular internal checks are carried out to ensure that the responsibilities are discharged effectively. All major findings and suggestions arising out of the audit committee are reported and reviewed by the Audit Committee. The Management ensures implementation of these suggestions and reviews them periodically.

RESEARCH AND DEVELOPMENT

Research and Development (R&D) plays a pivotal role in innovation and invention of new courses. New courses development is always a priority for the Company as the needs of students/consumers are constantly changing globally. Apart from new Courses development, its paramount for Education company to develop and upgrade existing Courses. Investment in research and development (R&D) is never wasted as the right kind of product and breakthrough can help the company to have an edge over competitors. Your Company emboldens R&D to cater to the needs of our student customers.

ENVIRONMENTAL ISSUES

The Company is constantly engaged in upgrading our processes by adapting the best available technology, which is environmentally sustainable and safe to operate. The primary focus of the Company has been clean environment solutions. Our aim is to have processes that have ‘zero impact on employees and the environment. We follow efficient processes by using minimum energy and systems.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATION PERFORMANCE

The Company has all the plans for tight budgetary control on key operational performance indication with judicious deployment of funds without resorting to any kind of borrowing wherever possible.

LOOKING AHEAD

This is a foundational phase. While the immediate focus is on winding down legacy operations, the broader objective is to transform the Company into a future-ready enterprise with a clear, sustainable, and growth-oriented business model.

The new management sees this not as a pause, but as an opportunity to reposition the Company from the ground up. With a clean slate, strategic patience, and commitment to value creation, the Company is well-placed to pursue a new beginning in the coming year.

CAUTIONARY STATEMENT

Statement in this report on Management Discussion and Analysis may be forward looking statement within the meaning of applicable security laws or regulations. These statements are based on certain assumptions and expectations of future events. Actual results could, however, differ materially from those expressed or implied. Important factors that could make a difference to the companys operations include global and domestic demand supply conditions, finished goods prices, raw material cost and availability and changes in government regulations and tax structure, economic development within India and the countries with which the company has business contacts and other factors such as litigation and industrial relations. The Company assumes no responsibility in respect of forward - looking statements, which may be amended or modified in future on the basis of subsequent developments, information or events.

For and on behalf of the Board of Directors Kuberan Global Edu Solutions Limited

Sd/-	Sd/-
Sushmita Jeetendra Shete	Rajshree Vijay Bhosale
Director & Chairperson	Director & CFO
DIN:10786857	DIN: 10754030