DSJ KEEP LEARNING LIMITED — Proxy Solicitation & Information Statement 2021

Dec 22, 2021

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Date: 22[nd] December, 2021

To To The Manager – CRD, The Manager, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5[th] Floor, Plot No. C/1 Dalal Street, Fort, Bandra Kurla Complex, Bandra (East), Mumbai – 400 001 Mumbai- 400 051 Scrip Code: 526677 Symbol: DALALSTCOM

Subject: Addendum to the Notice of Postal ballot dated 12[th] November 2021

Dear Sir/Madam,

Please find enclosed herewith addendum to the Notice dated 12[th] November, 2021 of the postal ballot notice in relation to the proposed preferential issue.

We also would like to inform that, the Company is dispatching an Addendum to the Postal Ballot Notice by email to those members whose email addresses are registered with the Company/ Depository Participant(s).

This may be treated as a disclosure under Regulation 30 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

You are requested to kindly take the above intimation on your records.

Thanking you,

Yours faithfully,

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

JAIPRAKASH Digitally signed by JAIPRAKASH LAXMANDAS LAXMANDAS GANGWANI Date: 2021.12.22 17:39:53 GANGWANI +05'30' Jaiprakash Gangwani Company Secretary & Compliance Officer (ACS: 55760)

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DSJ Keep Learning Limited (Formerly Known as DSJ Communications Limited) CIN: L80100MH1989PLC054329

Regd. Off.: 419-A, Arun Chambers, 4[th] Floor, Tardeo, Next to AC Market, Mumbai - 400034 India Tel: 022 43476017, E-mail: compliance.dsj@gmail.com, Website: dsjkeeplearning.com

ADDENDUM TO THE POSTAL BALLOT NOTICE DATED 12[TH] NOVEMBER 2021

DSJ Keep Learning Limited (“the Company”) had issued a Postal Ballot Notice dated 12[th] November, 2021 (“Postal Ballot Notice”) to all the Members of the Company for obtaining their approval for issuance and allotment of 5,00,00,000 Equity Shares to New Bonanza Impex Private Limited (Proposed Allottee) on preferential basis, as contained in the Postal Ballot Notice. The Postal Ballot Notice was dispatched to all the members of the Company in due compliance with the provisions of the Companies Act, 2013, as amended, read with rules made thereunder, as amended, and the relevant circulars issued by the Ministry of Corporate Affairs on 23[rd] November, 2021.

Subsequent to the issuance of Postal Ballot Notice, the Company deems it appropriate to bring the following further disclosure with respect to updated shareholding pattern of the Company and confirmed the Conversion of Loan amount into equity shares of the Company as per the instructions of Stock exchanges while applying In-principal approval. Accordingly, this addendum is being issued to the members and all other concerned stakeholders. This addendum shall be deemed to be an integral part of the Postal Ballot Notice dated 12[th] November, 2021.

In respect of the aforesaid subject matters, the Members are requested to take note of the following:

1. Pursuant to the clarification received from Stock exchanges Company is converting the partial Loan of Rs 2,63,32,400/- (Rupees Two Crore Sixty Three Lakhs Thirty two Thousand Four Hundred Only) instead of Rs 5,00,000,00/- (Rupees Five Crores Only) and Wherever there is a wording of Rs 5,00,000,00/- (Rupees Five Crores Only) it should be read as Rs. 2,63,32,400/- (Rupees Two Crore Sixty Three Lakhs Thirty two Thousand Four Hundred Only).

2. Item No-1 Page no-9, Point no i Page no-10 and Point no m Page no 11 of the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) shall be read as under:

The following are the details of the unsecured loan sought to be converted into Equity Shares pursuant to this resolution:

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Sr. Name of the Proposed Outstanding Outstanding Number of Balance of
No Allottee loan amount loan amount Equity loan
to be to be Shares to be outstanding
converted converted allotted after
into equity into equity conversion (in
as on 12 [th] pursuant to Rs.)
November, this
2021 addendum
(in Rs.) notice
(in Rs.)
1 New Bonanza Impex 5,00,00,000/- 2,63,32,400 2,63,32,400 2,36,67,600/-
Private Limited (NBIPL)
Total 5,00,00,000/- 2,63,32,400/- 2,63,32,400 2,36,67,600/-
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i. The names of the proposed allottees and the percentage of post preferential offer capital that may be held by them:

Sr. No	Name of the Proposed Allottee	Pre-preferential issue Shareholding	Pre-preferential issue Shareholding	Post preferential issue Shareholding	Post preferential issue Shareholding
		No. of Shares	%	No. of Shares	%
1.	New Bonanza Impex Private Limited	0	Nil	2,63,32,400	24.98%

• m. The shareholding pattern of the Company before and after the allotment of the Subscription Securities under the Preferential Issue:

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Sr. Category Pre-preferential issue Post preferential issue
No Shareholding Post Shareholding
No. of % No. of Shares %
Shares
A Promoters’ Holding
(i) Indian Promoters
Individuals / Hindu 7874830 9.96 7874830 7.47
(a) Undivided Family
(b) Bodies Corporate 21265171 26.89 47597571 45.15
(c) Others (Trusts) 0 0.00 0 0
(ii) Foreign Promoters 0 0.00 0 0
Individual 0 0.00 0 0
Bodies Corporate 0 0.00 0 0
Sub Total (A) 29140001 36.85 55472401 52.62
Non- Promoters’
B Holding
Mutual Fund 0
Financial Institutions / 839000 1.06 839000 0.80
Banks
Insurance Companies 400000 0.51 400000 0.38
Bodies Corporate 7482884 9.46 7482884 7.10
Residents/ Individuals 39390613 49.81 39390613 37.37
QIB 0 0.00 0 0.00
NRI 43861 0.06 43861 0.04
NBFC 0 0.00 0 0.00
Overseas Corporate 1008000 1.27 1008000 0.96
Bodies
Clearing Members 18300 0.02 18300 0.02
Directors/Relatives 0 0.00 0 0.00
Foreign Trusts 0 0.00 0 0.00
Indian Trusts 15000 0.02 15000 0.01
IEPF 0 0.00 0 0.00
HUF 743841 0.94 743841 0.71
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	Sub Total(B)	49941499	63.15	49941499	47.38
	Grand Total(A+B)	79081500	100.00	105413900	100.00

Note: The above pre-issue shareholding pattern is prepared as on 30.09.2021.

Members are requested to read the Postal Ballot Notice in conjunction with this Addendum

All other contents of the Postal Ballot Notice remain unchanged. All documents referred to in this Addendum shall be made available for inspection by the Members in the manner set out in the Postal Ballot Notice. A copy of this addendum and the Postal Ballot Notice shall be available on the Company’s website at dsjkeeplearning.com, websites of the Stock Exchanges i.e. www.nseindia.com and www.bseindia.com and on the website of e-voting service provider i.e. Central Depository Services Limited (‘CDSL).

By the Order of the Board For DSJ Keep Learning Limited

(Formerly known as DSJ Communications Limited)

Place : Mumbai Date: 22[nd] December, 2021

Jaiprakash Gangwani Company Secretary (Membership No: A55760)