DSJ KEEP LEARNING LIMITED — Proxy Solicitation & Information Statement 2021

Jul 26, 2021

Date: 26th July, 2021

To To The Manager – CRD, The Manager, Mumbai – 400 001 Mumbai- 400 051

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1 Dalal Street, Fort, Bandra Kurla Complex, Bandra (East), Scrip Code: 526677 Symbol: DALALSTCOM

Subject: Submission of Postal Ballot Notice through Electronic Voting

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and our earlier intimation dated 23rd July, 2021 wherein it was informed that the Board of Directors have approved the Notice of Postal Ballot and authorized the Company Officials to finalize and issue the same on behalf of the Board, we hereby enclose the said Notice of Postal Ballot seeking approval of the members of the Company on the following matters:

• 1. To approve Increase in Authorised Share Capital of the Company and Consequential Amendment in Memorandum of Association of the Company.
• 1. To approve Loan Agreement between New Bonanza Impex Private Limited (Lender) and DSJ Keep Learning Limited (Borrower) with an option to Convert Loan into Equity.
• 1. To approve Related Party Transactions.

Kindly take the above on your record.

Thanking you,

Yours faithfully,

For DSJ Keep Learning Limited (Formerly Known as DSJ Communications Limited)

Jaiprakash Gangwani Company Secretary & Compliance Officer (ACS 55760)

Encl: A/a

DSJ Keep Learning Limited (Formerly Known as DSJ Communications Limited) CIN: L80100MH1989PLC054329 Regd. Off.: 419-A, 4th Floor, Arun Chambers, Next to AC Market, Tardeo, Mumbai-400034 Tel: 022 43476017, E-mail:compliance.dsj@gmail.com, Website:dsjkeeplearning.com NOTICE OF POSTAL BALLOT

(Pursuant to Section 108 and Section 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 (1) of the Companies (Management and Administration) Rules, 2014, as amended)

Dear Member(s),

NOTICE is hereby given pursuant to Section 108 and Section 110 of the Companies Act, 2013 ("the Act") read with Rule 20 and Rule 22 of Companies (Management and Administration) Rules, 2014, as amended and other applicable provisions of the Act and the rules thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), for seeking the approval of the Members of the Company to the proposed Resolutions appended below by way of Postal Ballot by electronic means ("Postal Ballot").

In compliance with the provisions of General Circular No. 14/2020 dated 8th April, 2020, General Circular No. 17/2020 dated 13th April, 2020, General Circular No. 22/2020 dated 15th June, 2020, General Circular No.33 /2020 dated 28th September, 2020, General Circular No. 39/2020 dated 31st December, 2020 and General Circular No. 10/2021 dated 23rd June, 2021 ("MCA Circulars") issued by Ministry of Corporate Affairs (including any statutory modification or re-enactment thereof for the time being in force, and as amended from time to time) and pursuant to other applicable laws and regulations and on account of threat posed by COVID-19 pandemic situation, this Notice is being sent through electronic mode only, and hard copy of Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot. The concerning item is proposed for approval of the shareholders of the Company through postal ballot by remote e-voting process ("e-voting").

The explanatory statement pursuant to Section 102, 110 and other applicable provisions, if any, of the Act pertaining to the resolutions setting out the material facts concerning item and the reasons thereof is annexed hereto for your consideration.

The Board of Directors of the Company have appointed Mr. Anshul Bhatt, Proprietor of Anshul Bhatt & Associates, Practicing Company Secretary, Mumbai as the Scrutinizer for conducting the Postal Ballot only through remote e-voting process in a fair and transparent manner.

In compliance with the provisions of Sections 108 and 110 of the Act, read with Rules 20 and 22 of the Rules and Regulation 44 of the Listing Regulations, the Company is offering facility of e-voting to all Members to enable them to cast their votes electronically. Members are requested to follow the procedure as stated in the notes for casting of votes by e-voting.

In terms of the aforementioned MCA Circulars and in view of the current extraordinary circumstances due to COVID-19 pandemic requiring social distancing, companies are advised to take all decisions requiring Members' approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of Postal Ballot/ E-voting in accordance with the provisions of the Act and Rules made thereunder, without holding a General Meeting that requires physical presence of Members at a common venue.

MCA has clarified that for companies that are required to provide E-voting facility under the Act, while they are transacting any business(es) only by Postal Ballot up to December 31, 2021, the requirement provided in Rule 20 of the Rules as well as the framework provided in the MCA Circulars will be applicable mutatis mutandis. Further,the Company will send Postal Ballot Notice by e-mail to all its Members who have registered their e-mail addresses with the Company, the Registrar and Share Transfer Agent or Depository/ Depository Participants and the communication of assent/ dissentof the Members will only take place through the E-voting system.

This Postal Ballot is accordingly being initiated in compliance with the above MCA Circulars.

The Scrutinizer will submit his report to the Chairman and/or to the Company Secretary duly authorized by him, after completion of the scrutiny of the votes received through e-voting in a fair and transparent manner. The results of the postal ballot shall be declared by the Chairman or the Company Secretary duly authorised on or before Thursday, 02ndSeptember, 2021 for submission with BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") where the equity shares of the Company are listed. The results of the postal ballot will also be displayed on the Company's website: dsjkeeplearning.com and Service Provider's website: https:// instavote.linkintime.co.in.

PROPOSED RESOLUTION:

1. TO APPROVE INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY AND CONSEQUENTIAL AMENDMENT IN MEMORANDUM OF ASSOCIATION OF THE COMPANY:

To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 61 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the Rules framed thereunder, the consent of the members of the Company be and is hereby accorded for increase in the Authorised Share Capital of the Company from existing Rs. 10,65,00,000/- (Rupees Ten Crores Sixty-Five Lakhs Only) divided into 10,00,00,000 (Ten Crores) equity shares of Rs. 1/- (Rupees One Only) each,Rs.15,00,000/- (Rupees Fifteen Lakhs) 14% Non-Cum-Redeemable Preferences Shares divided into 15,000 (Fifteen Thousand) Non-Cum-Redeemable Preferences Shares of Rs.100/- (Rupees One Hundred) each, & Rs 50,000,00/- (Rupees Fifty Lakhs) 10% Cumulative Convertible Preference Shares divided into 5,00,000 (Five Lakhs) Cumulative Convertible Preference Shares of Rs.10/-(Rupees Ten) each to Rs. 16,00,00,000 /- (Rupees Sixteen Crores) divided into 15,35,00,000 (Fifteen Crores Thirty-Five Lakhs) equity shares of Rs. 1/- (Rupees One) each, 15,000 (Fifteen Thousand ) 14% Non-Cum-Redeemable Preferences Shares of Rs.100/- (Rupees One Hundred) each and 5,00,000 (Five Lakhs) 10% Cumulative Convertible Preference Shares of Rs.10/-(Rupees Ten) each ranking pari passu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

RESOLVED FURTHER THAT pursuant to Section 13 and all other applicable provisions, if any, of the Companies Act, 2013, consent of the members of the Company be and is hereby accorded, for alteration of [Clause V of the Memorandum of Association of the Company by substituting in its place and stead the following:

Clause V - The Authorized Share Capital of the Company is Rs. 16,00,00,000 /- (Rupees Sixteen Crores Only) divided into 15,35,00,000 (Fifteen Crores Thirty-Five Lakhs) equity shares of Rs. 1/- (Rupees One Only) each, 15,000 (Fifteen Thousand) 14% Non-Cum-Redeemable Preferences Shares of Rs.100/- (Rupees One Hundred Only) each,and 5,00,000 (Five Lakhs) 10% Cumulative Convertible Preference Shares of Rs.10/-(Rupees Ten Only) each.

RESOLVED FURTHER THAT Mr. Sanjay Padode, Chairman & Managing Director, Mr. Pranav Padode, Whole Time Director & Chief Executive Officer, Mr. Shrikant Chilveri, Chief Financial Officer and Mr. Jaiprakash Gangwani, Company Secretary & Compliance Officer of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard."

2. TO APPROVE LOAN AGREEMENT BETWEEN NEW BONANZA IMPEX PRIVATE LIMITED (LENDER) AND DSJ KEEP LEARNING LIMITED (BORROWER) WITH AN OPTION TO CONVERT LOAN INTO EQUITY:

To consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:

''RESOLVED THAT pursuant to the provisions of Section 62(3) and other applicable provisions, if any, of the Companies Act, 2013 read with rules thereto and all other applicable laws (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to any permissions, sanctions and consents as may be required from any regulatory and other appropriate authorities, the consent of Members of the Company be and is hereby accorded to the Board of Directors of the Company to accept the loan pursuant to the Loan agreement entered into between New Bonanza Impex Private Limited (Lender) And DSJ Keep Learning Limited (Borrower) for an amount not exceeding Rs 5,00,00,000/- (Rupees Five Crores Only) in different trenches from time to time and give effect to the option of conversion of the loan into equity in favor of New Bonanza Impex Private Limited in whole or in part, into fully paid-up equity shares of the Company, at any time subject to the following terms and conditions contained in the Loan Agreements executed between the Lender and borrower.

RESOLVED FURTHER THAT Mr. Sanjay Padode, Chairman & Managing Director, Mr. Pranav Padode, Whole Time Director & Chief Executive Officer, Mr. Shrikant Chilveri, Chief Financial Officer and Mr. Jaiprakash Gangwani, Company Secretary & Compliance Officer of the Company be and are hereby severally authorized on behalf of the Company to make any modifications, changes, variations, alterations or revisions stipulated by any statutory, regulatory and other appropriate authorities as may be considered necessary while according approval and to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution."

3. TO APPROVE RELATED PARTY TRANSACTIONS:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Meetings of Board and its Power) Rules, 2014 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consent of the members of the Company be and is hereby accorded to enter into following material related party transactions (Including new/ further contracts/ arrangements/agreements/transactions ratify/ approve all existing contracts/arrangements/agreements/transactions in which directors of the Company are interested as per details given below:

Name of the Related Parties	Nature of Transaction	Approximate Value of Transaction (Rs. in Lakhs)
		01.09.2021 to 31.03.2022	2022-23	2023-24
Centre for Developmental Education	Availing or rendering services for running education and other support services	10,000	15,000	20,000
	Borrowings	10,000	15,000	20,000

Vijaybhoomi Education Availing or rendering Foundation services for running education and other support services		10,000	15,000	20,000
	Borrowings	10,000	10,000	10,000
Vijaybhoomi University	Availing or rendering services for running education and other support services	10,000	10,000	10,000
	Borrowings	10,000	10,000	10,000
New Bonanza Impex Private Limited	Availing or rendering services for running education and other support services	10,000	15,000	20,000
	Borrowings	10,000	15,000	20,000
Get Ahead Education Limited	Availing or rendering services for running education and other support services	10,000	15,000	20,000
	Borrowings	10,000	10,000	10,000
Mr. Sanjay Padode, Chairman & Managing Director and Promoter of the Company	Borrowings	10,000	15,000	20,000
Sphere Agrotech Limited	Availing or rendering services for running education and other support services	10,000	10,000	10,000
	Borrowings	10,000	10,000	10,000
Nine Media and Information Services Limited	Availing or rendering services for running education and other support services	10,000	10,000	10,000
	Borrowings	10,000	10,000	10,000

RESOLVED FURTHER THAT Mr. Sanjay Padode, Chairman & Managing Director, Mr. Pranav Padode, Whole Time Director & Chief Executive Officer, Mr. Shrikant Chilveri, Chief Financial Officer and Mr. Jaiprakash Gangwani, Company Secretary & Compliance Officer of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this resolution."

By the Order of the Board For DSJ Keep Learning Limited (Formerly known as DSJ Communications Limited)

Jaiprakash Gangwani Place : Mumbai Company Secretary & Compliance Officer Date: 22ndJuly, 2021 (Membership No: A55760)

NOTES:

• 1. The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Companies Act, 2013 ("the Act") stating material facts and reasons for the proposed resolution is annexed hereto.

• 2. The Postal Ballot Notice is being sent to the shareholders of the Company whose names appear on the Register of Members/ List of Beneficial Owners as received from the Depositories as on Friday, 23rdJuly, 2021 ('cut-off date').

• 3. In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is pleased to provide voting by electronic means ("e-voting") facility to the Members, to enable them to cast their votes electronically. The Company has engaged the services of Linkintime India Private Limited ("LIIPL") through its 'instavote' platform at the link: https://instavote.linkintime.co.in to provide e-voting facility to its Members. As per Section 110 and other applicable provisions of the Act read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended and guidelines prescribed by the Ministry of Corporate Affairs for holding general meetings/ conducting postal ballot process, vide General Circular No. 14/2020 dated 8th April, 2020, General Circular No. 17/2020 dated 13th April, 2020, General Circular No. 22/2020 dated 15th June, 2020, General Circular No.33 /2020 dated 28th September, 2020, General Circular No. 39/2020 dated 31st December, 2020 and General Circular No. 10/2021 dated 23rd June, 2021 on account of COVID-19("MCA Circulars"), this Notice is being sent only by e-mail to all the members whose e-mail IDs are registered with the Company or with Depositories and whose name appear in the register of members/ list of beneficial owners as received from the Depositories as on Friday, 23rdJuly, 2021 ("Cut-off Date"). It is however, clarified that all members of the Company as on the Cut-off Date (including those members who may not have received this Notice due to non-registration of their e-mail IDs with the Company or the Depository) shall be entitled to vote in relation to the resolution specified in this Notice in accordance with the process specified. In view of extraordinary circumstances due to pandemic caused by Covid-19, the Company is sending Postal Ballot Notice in electronic form and as per MCA Circulars, exemption is being provided for dispatch of hard copy of Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope to the shareholders upto 31st December, 2021. Shareholders may note that this notice is also available on the website of the Company at dsjkeeplearning.com and LIIPL at https://instavote.linkintime.co.in and website of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com on which the Equity shares of the Companies are listed.

• 4. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC code, mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., directly to the Company's Registrar & Transfer Agents. Changes intimated to the DP will then be automatically reflected in the Company's records which will help the Company and the Company's Registrar and Transfer Agent, Link Intime India Private Limited. Members holding shares in physical form are requested to intimate such changes to the Company's Registrar and Transfer Agent, Link Intime India Private Limited at C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai - 400 083 quoting their folio number.
• 5. To support the 'Green Initiative', Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company in case the shares are held by them in physical form.
• 6. To comply with the requirement of SEBI Circular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20thApril, 2018 as amended by circular dated 16th July, 2018 (relating to strengthening and raising of industry standards of RTA) the Company is required to update its database of Physical Shareholders by incorporating some additional details of its members.

Accordingly, members are requested to kindly submit their PAN, Bank accounts details and email id vide Annexure-A attached in Notice of Postal ballot. The same could be done by filling up and signing at the appropriate place in the said form and returning the same by post.

• 7. Voting rights will be reckoned on the paid-up value of equity shares registered in the name of the Members on Friday, 23rdJuly, 2021("Cut-off date"). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date will be entitled to cast their votes.
• 8. A member cannot exercise his/her vote through proxy on postal ballot. However, Corporate and Institutional members shall be entitled to vote through their authorized representatives. Corporate and institutional members are requested to provide a proof of authorization (board resolution/authority/letter/power attorney, etc.) in favour of their authorized representatives to the Company at compliance.dsj@gmail.com.
• 9. The Resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for e-voting i.e.Tuesday, 31st August, 2021. Further, all the resolutions passed through this postal ballot shall be deemed to have been passed by the members at a General Meeting of the Company.
• 10. The documents referred to in Explanatory Statement will be available for inspection at the Company's website: dsjkeeplearning. com.
• 11. Members can cast their vote online from 9.00 A.M. on Monday, 02ndAugust, 2021 till 5.00 P.M. on Tuesday, 31stAugust, 2021. The remote e-voting module shall be disabled for voting byLIIPL thereafter.

12. Procedure for registration of e-mail address by the Members of the Company:

• Members hold shares in physical mode and have not updated their email addresses with the Company / Depository Participant(s) / Registrar and Share Transfer Agent ("RTA") are requested to update their email addresses by writing to Company's email id or RTA email idwith the subject line "Request to update email id" at compliance.dsj@gmail.com/ rnt.helpdesk@linkintime.co.in. Members are requested to submit request letter mentioning the Folio No. and Name of Member along with the scanned copy of the Share Certificate (front and back), PAN (self - attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card).

• Please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), name, client master or copy of Consolidated Account statement, PAN (self -attested scanned copy of PAN card), AADHAR (self- attested scanned copy of Aadhar Card) by email to the Company's mail id or RTA email id compliance.dsj@gmail.com / rnt. helpdesk@linkintime.co.in

13. The process and manner for e-voting are as under:

Remote e-Voting Instructions for shareholders post change in the Login mechanism for Individual shareholders holding securities in demat mode, pursuant to SEBI circular dated December 9, 2020:

Pursuant to SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode can vote through their demat account maintained with Depositories and Depository Participants only post 9th June, 2021.

Shareholders are advised to update their mobile number and email Id in their demat accounts to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode/ physical mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL	• If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices. nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password.
	• After successful authentication, you will be able to see e-Voting services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
	• If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS "Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	• Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders holding securities in demat mode with CDSL	• Existing user of who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web. cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
	• After successful login of Easi / Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL, KARVY, LINKINTIME, CDSL. Click on e-Voting service provider name to cast your vote.
	• If the user is not registered for Easi/Easiest, option to register is available at https:// web.cdslindia.com/myeasi./Registration/EasiRegistration
	• Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP where the E Voting is in progress.
Individual Shareholders (holding securities in demat mode) & login	• You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility.
through their depository participants	• Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders holding	1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in
securities in Physical mode & evoting service Provider is LINKINTIME.	 Click on "Sign Up" under 'SHARE HOLDER' tab and register with your following details: -
	A. User ID: Shareholders/ members holding shares in physical form shall provide Event No + Folio Number registered with the Company.
	B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
	C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)
	D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
	• Shareholders/ members holding shares in physical form but have not recorded 'C' and 'D', shall provide their Folio number in 'D' above
	 Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#\$&*), at least one numeral, at least one alphabet and at least one capital letter).
	Click "confirm" (Your password is now generated).
	2. Click on 'Login' under 'SHARE HOLDER' tab.
	3.Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on 'Submit'.
	4. After successful login, you will be able to see the notification for e-voting. Select 'View' icon.
	5. E-voting page will appear.
	6. Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).
	7. After selecting the desired option i.e.Favour / Against, click on 'Submit'. A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote.

Institutional shareholders:

Institutional shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as 'Custodian / Mutual Fund / Corporate Body'. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the 'Custodian / Mutual Fund / Corporate Body' login for the Scrutinizer to verify the same.

Individual Shareholders holding securities in Physical mode & evoting service Provider is LINKINTIME, have forgotten the password:

• Click on 'Login' under 'SHARE HOLDER' tab and further Click 'forgot password?'
• Enter User ID, select Mode and Enter Image Verification (CAPTCHA) Code and Click on 'Submit'.
• In case shareholders/ members is having valid email address, Password will be sent to his / her registered e-mail address.
• Shareholders/ members can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above.
• The password should contain minimum 8 characters, at least one special character (@!#\$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL have forgotten the password:

• Shareholders/ members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above-mentioned depository/ depository participants website.
• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular "Event".

Helpdesk for Individual Shareholders holding securities in demat mode:

In case shareholders/ members holding securities in demat mode have any technical issues related to login through Depository i.e. NSDL/ CDSL, they may contact the respective helpdesk given below:

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 22-23058542-43.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders & evoting service Provider is LINKINTIME.

In case shareholders/ members holding securities in physical mode/ Institutional shareholders have any queries regarding e-voting, they may refer the Frequently Asked Questions ('FAQs') and InstaVote e-Voting manual available at https:// instavote.linkintime.co.in, under Help section or send an email to enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

• 14. A person, whose name is recorded in the register of Members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting.
• 15. Mr. Anshul Bhatt, Proprietor of Anshul Bhatt & Associates, Practicing Company Secretary, Mumbai, have been appointed as the Scrutinizer to scrutinize the remote e-voting process.
• 16. The Scrutinizer shall, immediately after the conclusion of voting through Postal Ballot unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make a consolidated scrutinizer's report of the total votes cast in favour authorised by him, who shall countersign the same. The Scrutinizer's decision on the or against, if any, to the Chairman or any person validity of a vote cast will be final and binding.
• 17. The Results declared, along with the report of the Scrutinizer, shall get displayed on the website of the Company dsjkeeplearning. com and on the website of LIIPL https://instavote.linkintime.co.in.immediately after the declaration of result by the Chairman or a person authorized by him in writing and communicated to National Stock Exchange of India Limited and BSE Limited where the equity shares of the Company are listed.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NO. 1

The existing Authorised Share Capital of the Company is Rs. 10,65,00,000/- (Rupees Ten Crores Sixty-Five Lakhs) divided into 10,00,00,000 (Ten Crores) equity shares of Rs. 1/- (Rupees One) each, Rs.15,00,000/- (Rupees Fifteen Lakhs) 14% Non-Cum-Redeemable Preferences Shares divided into 15,000 (Fifteen Thousand) Non-Cum-Redeemable Preferences Shares of Rs.100/- (Rupees One Hundred) each, and Rs 50,000,00/- (Rupees Fifty Lakhs) 10% Cumulative Convertible Preference Shares divided into 5,00,000 (Five Lakhs) Cumulative Convertible Preference Shares of Rs.10/- (Rupees Ten Only) each.

In order to undertake a capital raising activity in the future and for other business requirements that arise from time to time, it is proposed to increase the Authorized Share Capital of the Company from Rs. 10,65,00,000/- (Rupees Ten Crores Sixty-Five Lakhs) divided into 10,00,00,000 (Ten Crores) equity shares of Rs. 1/- (Rupees One) each, Rs.15,00,000/- (Rupees Fifteen Lakhs) 14% Non-Cum-Redeemable Preferences Shares divided into 15,000 (Fifteen Thousand) Non-Cum-Redeemable Preferences Shares of Rs.100/- (Rupees One Hundred) each, and Rs 50,000,00/- (Rupees Fifty Lakhs) 10% Cumulative Convertible Preference Shares divided into 5,00,000 (Five Lakhs) Cumulative Convertible Preference Shares of Rs.10/- (Rupees Ten) each to Rs. 16,00,00,000 /- (Rupees Sixteen Crores) divided into 15,35,00,000 (Fifteen Crores Thirty-Five Lakhs) equity shares of Rs. 1/- (Rupees One) each, 15,000 (Fifteen Thousand) 14% Non-Cum-Redeemable Preferences Shares of Rs.100/- (Rupees One Hundred ) each and 5,00,000 (Five Lakhs) 10% Cumulative Convertible Preference Shares of Rs.10/- (Rupees Ten ) The aforesaid increase in the Authorized Share Capital is by way of creating addition of 5,00,00,000 (Five Crores) Equity Shares of Rs. 1/- (Rupees One only) each aggregating to Rs. 5,00,00,000 /- (Rupees Five Crores only).

As a result, the consent of the Members by way of Ordinary Resolution is being sought for Increase in Authorised Share Capital and subsequent alteration in Clause V of the Memorandum of Association of the Company. A draft copy of the modified Memorandum of Association is available for inspection by the Members of the Company at its Registered Office during the normal business hours on any working day of the Company and shall be made available online upto the last date of remote e-voting.

The Board recommends the Ordinary Resolution set forth at Item No. 1 of the Notice for approval of the Members.

None of the Director(s) and Key Managerial Personnel(s) of the Company and their relatives is concerned or interested, financially or otherwise, in the aforesaid resolution.

ITEM NO. 2

The Company has to avail unsecured loan facility of up to Rs 5,00,00,000/- (Rupees Five crores only) in different trenches from time to time from New Bonanza Impex Private Limited (hereafter referred to as ''Lender'') pursuant to proposed loan agreement executed by the Company with the Lender which was approved by the Board of Directors in their meeting held on Friday 22ndJuly, 2021. The loan will enable the Company to meet its working capital and business requirement and carrying Interest @12% per annum.

Further the Loan agreement inter-alia contain a clause that the Lender in accordance with the terms and Conditions of the Loan Agreement, the Lender can exercise right of conversion of the outstanding loan into equity called as ''Conversion Right'. As per the said Conversion Right, the Lender can convert the outstanding Loan amount, in whole or in part into fully paid-up equity shares of the Company, on such terms as the Lender may deem fit under applicable laws. It is also agreed that the Lender shall reserve the right to sell equity shares to any person under applicable laws.

As per Section 62(3) of the Companies Act, 2013, the Company will not be required to comply with the provisions of section 62(1) of the of the Companies Act, 2013, in relation to increase of the subscribed capital of a Company by preferential allotment of shares, if shares are issued pursuant to an option attached to loan raised by the company to convert such loans or part thereof into shares in the company and such terms of conversion option have been approved by a special resolution passed by the company in general meeting.

In view of the above, the Board recommend the Resolution set out in Item No. 2 of the Notice for approval by the Members as Special Resolution.

As per Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, related parties of the Company shall abstain from voting on said resolution.

Except, Mr. Sanjay Padode, Chairman & Managing Director, Mrs. Kalpana Padode, and Mr. Pranav Padode Whole-Time Director & Chief Executive Officer of the Company and relative of Directors, none of the other Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested in the said resolution.

ITEM NO: 3

Post the approval of shareholders in the above agenda item no 1 & 2,the Company may require to avail services for running education and other support services from related parties in which Directors of the Company are interested in addition to obtain loans from an entity where Directors and Promoters have significant influence as per the applicable Accounting Standards and from Mr. Sanjay Padode, Chairman & Managing Director and Promoter of the Company as and when required. As a result, it is proposed to seek approval for the period of three years effective from 01stSeptember, 2021 to 31st March, 2024.

As per the provisions of Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 and provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of members by Ordinary Resolution is required for all material related party transaction(s).

Currently, the Company is in the process of doing the profitable business i.e. providing educational services to Institutions, Universities, and the learner community. Hence, the turnover of the Company is now improving compared to the previous years. Hence, all the proposed transactions of the Company with its related parties shall be in ordinary course of business and at arms' length basis and being material in nature, require approval of the unrelated shareholders of the Company in a general meeting by an Ordinary Resolution is required.

Name of the	Name of Director	Nature of	Terms of	Nature of	Monetary Value
related party	and KMP interested	Relationship	contract	contract
M/S. Centre for Developmental Education	Mr. Sanjay Padode Mrs. Kalpana Padode Mr. Pranav Padode	Entity where Directors and Promoters have significant influence as per the applicable Indian Accounting Standards	01st Sept, 2021 to 31st March, 2024	Availing or rendering services for running education and other support services and Borrowings	Availing or rendering services for running education and other support services. 01.09.2021 to 31.03.2022-Rs. 10,000 lakhs 2022-23-Rs. 15,000 lakhs 2023-24-Rs.20,000 lakhs Borrowings 01.09.2021 to 31.03.2022-Rs. 10,000 lakhs 2022-23-Rs. 15,000 lakhs 2023-24-Rs. 20,000 lakhs

The details regarding proposed transactions with the said parties are as follows:

M/s. Vijaybhoomi Education Foundation	Mr. Sanjay Padode Mr. Pranav Padode Mrs. Kalpana Padode	Entity where Directors and Promoters have significant influence as per the applicable Indian Accounting Standards	01st Sept, 2021 to 31st March, 2024	Availing or rendering services for running education and other support services and Borrowings	Availing or rendering services for running education and other support services 01.09.2021 to 31.03.2022-Rs. 10,000 lakhs 2022-23-Rs. 15,000 lakhs 2023-24-Rs.20,000 lakhs Borrowings 01.09.2021 to 31.03.2022-Rs. 10,000 lakhs 2022-23-Rs. 10,000 lakhs 2023-24-Rs. 10,000 lakhs
M/s. Vijaybhoomi University	Mr. Sanjay Padode	Entity where Directors and Promoters have significant influence as per the applicable Indian Accounting Standards	01st Sept, 2021 to 31st March, 2024	Availing or rendering services for running education and other support services and Borrowings	Availing or rendering services for running education and other support services. 01.09.2021 to 31.03.2022-Rs. 10,000 lakhs 2022-23-Rs. 10,000 lakhs 2023-24-Rs.10,000 lakhs Borrowings 01.09.2021 to 31.03.2022-Rs. 10,000 lakhs 2022-23-Rs. 10,000 lakhs 2023-24-Rs. 10,000 lakhs
M/s. New Bonanza Impex Private Limited	Mr. Sanjay Padode Mrs. Kalpana Padode	Entity where Directors and Promoters have significant influence as per the applicable Indian Accounting Standards	01st Sept, 2021 to 31st March, 2024	Availing or rendering services for running education and other support services and Borrowings	Availing or rendering services for running education and other support services. 01.09.2021 to 31.03.2022-Rs. 10,000 lakhs 2022-23-Rs. 15,000 lakhs 2023-24-Rs.20,000 lakh Borrowings 01.09.2021 to 31.03.2022-Rs. 10,000 lakhs 2022-23-Rs. 15,000 lakhs 2023-24-Rs. 20,000 lakhs
M/s. Get Ahead Education Limited	Mr. Sanjay Padode Mr. Pranav Padode	Entity where Directors and Promoters have significant influence as per the applicable Indian Accounting Standards	01st Sept, 2021 to 31st March, 2024	Availing or rendering services for running education and other support services and Borrowings	Availing or rendering services for running education and other support services 01.09.2021 to 31.03.2022-Rs. 10,000 lakhs 2022-23-Rs. 15,000 lakhs 2023-24-Rs.20,000 lakh Borrowings 01.09.2021 to 31.03.2022-Rs. 10,000 lakhs 2022-23-Rs. 10,000 lakhs 2023-24-Rs. 10,000 lakhs
Mr. Sanjay Padode	NA	Chairman & Managing Director and Promoter	01st Sept, 2021 to 31st March, 2024	Borrowings	Borrowings 01.09.2021 to 31.03.2022-Rs. 10,000 lakhs 2022-23-Rs. 15,000 lakhs 2023-24-Rs. 20,000 lakhs

M/s. Sphere Agrotech Limited	Mr. Sanjay Padode Mrs. Kalpana Padode	Entity where Directors and Promoters have significant influence as per the applicable Indian Accounting Standards	01st Sept, 2021 to 31st March, 2024	Availing or rendering services for running education and other support services and Borrowings	Availing or rendering services for running education and other support services. 01.09.2021 to 31.03.2022-Rs. 10,000 lakhs 2022-23-Rs. 10,000 lakhs 2023-24-Rs.10,000 lakhs Borrowings 01.09.2021 to 31.03.2022-Rs. 10,000 lakhs 2022-23-Rs. 10,000 lakhs 2023-24-Rs. 10,000 lakhs
M/s. Nine Media and Information Services Limited	Mr. Sanjay Padode Mrs. Kalpana Padode	Entity where Directors and Promoters have significant influence as per the applicable Indian Accounting Standards	01st Sept, 2021 to 31st March, 2024	Availing or rendering services for running education and other support services and Borrowings	Availing or rendering services for running education and other support services. 01.09.2021 to 31.03.2022-Rs. 10,000 lakhs 2022-23-Rs. 10,000 lakhs 2023-24-Rs.10,000 lakhs Borrowings 01.09.2021 to 31.03.2022-Rs. 10,000 lakhs 2022-23-Rs. 10,000 lakhs 2023-24-Rs. 10,000 lakhs

The above related party transactions will be done at prevailing market price which will be at an arm's length basis.

The above transactions including new/further contracts/ arrangements/ agreements/ transactions/Ratification (including any modifications, alterations, amendments or renewal thereto) were approved by the Audit Committee at its meeting held on 22nd July, 2021 and is recommended by the Board of Directors vide resolution passed at its meeting held on same day viz. 22nd July, 2021 to the unrelated shareholders of the Company for their approval.

The Board recommends the Ordinary Resolution as set out at item no. 3 to the Notice for approval of the members.

Except, Mr. Sanjay Padode, Chairman & Managing Director, Mrs. Kalpana Padode, and Mr. Pranav Padode Whole-Time Director & Chief Executive Officer of the Company and relative of Directors, none of the other Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested in the said resolution.

By the Order of the Board For DSJ Keep Learning Limited (Formerly known as DSJ Communications Limited)

Place : Mumbai Jaiprakash Gangwani Date: 22ndJuly, 2021 Company Secretary & Compliance Officer (Membership No: A55760)

Annexure `A'

FORM FOR FURNISHING BANK DETAILS, PAN AND EMAIL ID ETC.

To

Link Intime India Private Limited C-101, 247 Park, L B S Marg, Vikhroli, West, Mumbai, Maharashtra- 400083

Dear Sirs,

I/we give my/our consent to update the following details in your records in compliance with the requirement of SEBI Circular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April, 2018as referred in the covering letter of this Annexure `A'.

Folio No.:
Name of the First / Sole Holder:
	Bank's Name:_____________
	Branch's Name & Address :______________
	__________________
	Account No :______ Account Type (SB / Current) :_______
	IFSC Code :_____ MICR Code :______
	Email ID:_______ Phone No. :______

Particulars	Name of Shareholder(s)	PAN
First / Sole Shareholder
1 st Joint Shareholder
2 nd Joint Shareholder

Signature of 1st Shareholder Signature of 1st Joint Shareholder Signature of 2nd Joint Shareholder

Date:______________________

Encl : Original cancelled Cheque leaf, Attested copy of the Bank Pass Book showing Name of the Account Holder and Self - Attested copy of PAN Card (s).