S.J.S. Enterprises Limited — Proxy Solicitation & Information Statement 2023

May 24, 2023

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May 24, 2023

To,

National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5[th] Floor, Corporate Relationship Department, Plot No. C/1, G Block, 2[nd] Floor, New Trading Wing, Bandra – Kurla Complex, Rotunda Building, P.J. Towers, Bandra (E), Mumbai -400 051 Dalal Street, Mumbai – 400 001 Symbol: SJS Scrip Code: 543387

ISIN: INE284S01014

Dear Sir/Madam,

Subject: Corrigendum to the Notice of Extra-Ordinary General Meeting

In continuation to our intimation dated 05th May, 2023, we are submitting herewith the corrigendum to the notice of Extra-Ordinary General Meeting (“EGM”) scheduled to be held on Tuesday, May 30, 2023 at 04.30 p.m. (IST) through Video Conference / Other Audio-Visual Means.

The said corrigendum to the EGM notice will also be made available on the website of the Company at https://www.sjsindia.com/

Request you to kindly take the above on record.

Thank you, Yours faithfully,

For S.J.S. Enterprises Limited

THABRAZ Digitally signed by THABRAZ HUSHAIN HUSHAIN WAJID AHMED WAJID AHMED Date: 2023.05.24 18:59:32 +05'30'

Thabraz Hushain W.

Company Secretary & Compliance Officer Membership No.: A51119

Encl: As mentioned above

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S.J.S. ENTERPRISES LIMITED

( Formerly S.J.S. Enterprises Private Limited )

Registered and Corporate Office : Sy No 28/P16 of Agra Village and Sy No 85/P6 of B.M Kaval Village, Kengeri Hobli, Bangalore 560 082, Karnataka, India

Website : www.sjsindia.com | E-mail : compliance@sjsindia.com | Tel: +91 80 6194 0777 CIN : L51909KA2005PLC036601

CORRIGENDUM TO THE NOTICE OF THE EXTRAORDINARY GENERAL MEETING

S.J.S. Enterprises Limited [ Formerly known as S.J.S. Enterprises Private Limited ] (“ Company ”) has issued a Notice of Extraordinary General Meeting (“EGM Notice”) dated May 05, 2023 for convening the Extraordinary General Meeting of the members of the Company which is scheduled to be held on Tuesday, 30[th] May , 2023 at 4:30 p.m. IST , through Video Conferencing (‘ ’VC ”)/ Other Audio Visual Means (“ OAVM ”). The EGM Notice has been dispatched to the shareholders of the Company in due compliance with the provisions of the Companies Act, 2013 read with the relevant rules made thereunder.

Pursuant to the requirements of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company had applied for In-principal approval with National Stock Exchange of India Limited (‘NSE’) and BSE Limited (‘BSE’) for the issue and allotment of upto 6,00,000 (Six Lakhs) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each fully paid up (‘Equity Shares’), for cash consideration by way of a preferential issue on a private placement basis, to Mr. K.A. Joseph (‘Investor’), Founder, Promoter & Managing Director of the Company, at a price of Rs. 500/- (Rupees Five Hundred Only) per Equity Share [i.e. including a premium of Rs. 490/- (Rupees Four Hundred and Ninety Only) per Equity Share], for an aggregate consideration of Rs.300/- Million (Rupees Three Hundred Million Only), in accordance with Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (‘SEBI (ICDR) Regulations’).

The NSE vide its letters dated May 10, 2023 and May 16, 2023 and the BSE vide its letter dated May 22, 2023 have asked the Company to provide certain information in terms of by way of a corrigendum to the EGM Notice.

Accordingly, this Corrigendum is being issued in continuation to the EGM Notice dated May 05, 2023 together with the explanatory statement thereof. By this Corrigendum, the members of the Company are hereby informed and requested to note that in the explanatory statement relating to Item No 2 of the EGM Notice i.e. Issuance of Equity Shares of the Company on Preferential Basis, clauses 4, 7, 9 and 17 be replaced and read as follows:

REVISED EXPLANATORY STATEMENT RELATING TO ITEM NO. 2:

4. Basis on which the price has been arrived at:

The Equity Shares of Company are listed and frequently traded on the BSE Limited and the National Stock Exchange of India Limited (collectively referred to as the ‘Stock Exchanges’) in accordance with SEBI (ICDR) Regulations. For the purposes of computation of the issue price per equity share, National Stock Exchange of India Limited is the Stock Exchange that has higher trading volume during the preceding 90 Trading Days prior to the Relevant Date has been considered.

The price per equity share, to be issued, is fixed at Rs. 500/- (Rupees Five Hundred Only), being not less than the minimum price computed in accordance with Regulation 164 of the SEBI (ICDR) Regulations being the higher of the following:

• a. 90 Trading Days volume weighted average price (VWAP) of the Equity Shares of the Company quoted on NSE preceding the Relevant Date: Rs. 445.90/- (Rupees Four Hundred and Forty Five and Ninety Paisa Only), per Equity Share.

• b. 10 Trading Days volume weighted average price (VWAP) of the Equity Shares of the Company quoted on NSE preceding the Relevant Date: Rs. 429.03/- (Rupees Four Hundred and Twenty Nine and Three Paisa Only) per Equity Share.

In this regard, the minimum price determined in the addendum valuation report dated May 23, 2023 issued by Mr. Ravi Kumar RC Registered Valuer (IBBI Registration No. IBBI/RV/04/2022/14791) considering the valuation methods mentioned herein, is Rs. 445.90/- (Rupees Four Hundred and Forty Five and Ninety Paisa Only) per Equity Share.

Since the Equity Shares of the Company have been listed on the recognized Stock Exchanges for a period of more than 90 Trading Days prior to the Relevant Date, it is not required to re-compute the issue price per Equity Share and therefore, the Company is not required to submit the undertakings specified under Regulations 163(1) (g) and (h) of the SEBI (ICDR) Regulations.

1. Name of the proposed allotee, identty of natural persons who are the ultmate benefcial owners of the shares proposed to be alloted and/or who ultmately control the proposed allotees and percentage of post preferental ofer that may be held by them:

Name of the proposed allottees	Category	Details of Ultimate Beneficial Owners	Pre- preferential issue shareholding	Pre- preferential issue shareholding	No. of share to be allotted	Post- preferential issue shareholding	Post- preferential issue shareholding	Change in control, if any
			No. of Shares	% of Holding		No. of Shares	% of Holding
K A Joseph	Promoter	Not Applicable	4651244	15.28%	600000	5251244	16.92%	No. (Refer Clause 9 below for details.)

1. Change in control, if any, in the Company that would occur consequent to the preferental ofer:

The existing Promoters of the Company will continue to be in control of the Company and there will not be any change in the management or control of the Company as a result of the proposed preferential allotment.

17. Other Disclosures:

• a. Valuation report is not applicable to the Company and since the Company is listed, the pricing has been determined in accordance with Regulation 164 of SEBI (ICDR) Regulations. However, a valuation report from Mr. Ravi Kumar RC, a registered valuer (IBBI Registration No. IBBI/RV/04/2022/14791), has been obtained, justifying the price of the equity shares.

• b. The Investor has confirmed that he has not sold any equity shares of the Company during the 90 Trading Days preceding the Relevant Date.

• c. The current and proposed status of the allottee(s) post the preferential issues namely, promoter or non-promoter:

Sl No	Name of proposed Allottees	Current Status	Proposed Status after preferential issue
1	K A Joseph	Promoter	Promoter

The other contents of the EGM Notice together with the explanatory statement, remain the same.

This corrigendum shall form an integral part of the EGM Notice which has already been circulated to the shareholders of the Company. On and from the date hereof, the EGM Notice together with the explanatory statement thereto shall always be read in conjunction with this Corrigendum.

This corrigendum is also available on the company’s website at www.sjsindia.com and on the website of NSE and BSE at www.nseindia.com and www.bseindia.com respectively.

For S.J.S. Enterprises Limited

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Thabraz Hushain. W Place: Bengaluru Company Secretary & Compliance Officer Date: 24[th] May, 2023 Membership No.: A51119