DSJ KEEP LEARNING LIMITED — Major Shareholding Notification 2022

Aug 17, 2022

Sanjay Vijaysingh Padode 90 E, Sunny Brooks, Sarjapura Road, Near Wipro Office Doddakannahalli, Carmelaram Bangalore Karnataka 560035

Date: 17[th] August, 2022

To,

National Stock Exchange of India Limited

Listing Department, Exchange Plaza Bandra (E), Mumbai – 400 051

BSE Limited

Department of Corporate Services Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

Ref Symbol: KEEPLEARN

Ref: Scrip Code: 526677

Sub: Intimation under Regulation 10(5) of the proposed acquisition under Regulation 10(1)(a)(i) and Regulation 10(1)(a)(ii) of the Securities and Exchange Board of India (Substantial Acquisition of shares and takeovers) Regulations, 2011

I the undersigned, am submitting the requisite intimation under Regulation 10(5) in respect of the proposed acquisition under Regulation 10(1)(a)(i) and 10(1)(a)(ii) of the Securities and Exchange Board of India (Substantial Acquisition of shares and takeovers) Regulations, 2011 by me of upto 2.97% of the issued equity shares of DSJ Keep Learning Limited (Formerly known as DSJ Communications Limited) pursuant to the gift of shares between immediate relatives.

This is for your information and records.

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Sanjay Vijaysingh Padode

– Format for Disclosures under Regulation 10(5) Intimation to Stock Exchanges in respect of acquisition under Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Sr. No	Particulars	Particulars	Details
1.	Name of the Target Company (TC)		DSJ Keep Learning Limited
2.	Name of the acquirer(s)		Sanjay Vijaysingh Padode
3	Whether the acquirer(s) is/ are promoters of the TC prior to the transaction. If not, nature of relationship		Promoter Group The Acquirer is the part of the existing promoter group.
4.	Details of the proposed acquisition
	a.	Name of the person(s) from whom shares are to be acquired	Pratap Padode Rajesh Padode
	b.	Proposed date of acquisition	On or after 26thAugust 2022
`	c.	Number of shares to be acquired from each person mentioned in 4(a) above	24,60,460 Equity shares to be acquired from following promoters 1. Pratap Padode – 15,760 2. Rajesh Vijay Padode – 24,44,700
	d.	Total shares to be acquired as % of share capital of TC	Upto 24,60,460 shares constituting 2.97% of the issued shared capital of the TC.
	e.	Price at which shares are proposed to be acquired	Not applicable as the acquisition is being done by way of gift between immediate relatives.
	f.	Rationale, if any, for the proposed transfer	Gift of equity shares of DSJ Keep Learning Limited to an immediate relative.
5.	Relevant sub-clause of regulation 10(1)(a) under which the acquirer is exempted from making open offer		Regulation 10(1)(a)(i) of SEBI (SAST) Regulations, 2011.

6.	If, frequently traded, volume weighted average market price for a period of 60 trading days preceding the date of issuance of this notice as traded on the stock exchange where the maximum volume of trading in the shares of the TC are recorded during such period	“NIL” Shares are proposed to be transferred by way of Gift to an immediate relatives. Therefore, no consideration involved.
7.	If in-frequently traded, the price as determined in terms of clause (e) of sub- regulation (2) of regulation 8	“NIL” Shares are proposed to be transferred by way of Gift to an immediate relative. Therefore, no consideration involved.
8.	Declaration by the acquirer, that the acquisition price would not be higher by more than 25% of the price computed in point 6 or point 7 as applicable.	Not applicable as the acquisition is being done by way of gift between immediate relatives.
9.	Declaration by the acquirer, that the transferor and transferee have complied / will comply with applicable disclosure requirements in Chapter V of the Takeover Regulations, 2011 (corresponding provisions of the repealed Takeover Regulations 1997)	I confirm that the transferor and transferee have complied// will comply with applicable disclosure requirements in Chapter V of the Takeover Regulations, 2011 (corresponding provisions of the repealed Takeover Regulations 1997).
10.	Declaration by the acquirer that all the conditions specified under regulation 10(1)(a) with respect to exemptions has been duly complied with.	I confirm that all the conditions specified under regulation 10(1)(a) with respect to exemptions have been duly complied with.

11.	Shareholding details	Before the proposed transaction	Before the proposed transaction	After the transaction	proposed
		No. of shares /voting rights	% w.r.t total share capital of TC	No. of shares /voting rights	% w.r.t total share capital of TC
	a. Acquirer(s) and PACs (other than sellers)(*) • Sanjay Vijaysingh Padode	2937200	3.53	5397660	6.49
	Total	2937200	3.53	5397660	6.49
	b. Seller (s) • Pratap Padode • Rajesh Vijay Padode	15760 2444700	0.02 2.94	0 0	0 0
	Total	2460460	2.96	0	0

Note:

• (*) Shareholding of each entity may be shown separately and then collectively in a group.

• The above disclosure shall be signed by the acquirer mentioning date & place. In case, there is more than one acquirer, the report shall be signed either by all the persons or by a person duly authorized to do so on behalf of all the acquirers.

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Sanjay Vijaysingh Padode

Date: 17[th] August, 2022

Place: Bengaluru