PRISMX GLOBAL VENTURES LIMITED — Proxy Solicitation & Information Statement 2021

Oct 23, 2021

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Date: 23/10/2021

To,

The Bombay Stock Exchange,

Department of Corporate Services, Floor 25, P.J. Tower, Dalal Street, Mumbai-400 001

BSE Script Code: 501314

Subject: Postal Ballot Notice Pursuant to Section 110 of Companies Act, 2013 and read with the Companies (Management and Administration) Rules, 2014

Dear Sir/Madam,

Notice is hereby given pursuant to the provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 (“Companies Act”), read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), including any statutory modification or reenactment thereof, for the time being in force), Secretarial Standard on General Meetings (“SS-2”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and other applicable laws and regulations, is proposed to be passed by the members of the Company through postal ballot /Remote Electronic Voting (“e-voting”).

Please take the same on your record and acknowledge the receipt of the same.

Thanking You, Yours Faithfully,

For Prismx Global Ventures Limited

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Tejas Vinodrai Hingu Managing Director DIN: 06936684

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Prismx Global Ventures Limited (Formerly Gromo Trade & Consultancy Ltd.) CIN: L74110MH1973PLC016243

Regd. Office: 412, Hubtown Solaris, Sai Wadi, N S Phadke Marg, Andheri East Mumbai M.H. 400069 Tel No: 91-91369939120, email: infogromo@gmail.com Website: www.gromotrade.com

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of Companies Act, 2013 and read with the Companies (Management and Administration) Rules, 2014)

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 (“Companies Act”), read with Rule 22 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), (including any statutory modification or re-enactment thereof, for the time being in force), Secretarial Standard on General Meetings (“SS-2”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and other applicable laws and regulations, proposing to seek consent of the members of Prismx Global Ventures Limited (Formerly Gromo Trade & Consultancy Ltd.) (“Company”) (“Members”), for the resolutions appended below, through postal ballot /Remote Electronic Voting (“e-voting”).

An Explanatory Statement pursuant to Section 102 and other applicable provisions of the Companies Act, pertaining to the resolution setting out the material facts and the reasons thereof, is appended along with this Notice. The Board of Directors (“Board) in its meeting held on 22[nd] October, 2021 has appointed M/s. Nitesh Chaudhary & Associates, Practicing Company Secretaries bearing Membership Number ‘FCS 10010’ and Certificate of Practise Number ‘16275’, as the Scrutinizer for conducting the Postal Ballot and e-voting process in a fair and transparent manner, pursuant to Rule 22(5) of the Rules.

Section 110 of the Companies Act and the Rules provide for passing of resolutions by postal ballot. In terms of said Section of the Companies Act and the Rules, a company may, and in case of resolutions relating to such business as the Central Government may, by notification, declare to be conducted only by postal ballot, shall, get any resolution (other than ordinary business and any business in respect of which directors or auditors have right to be heard at any meeting) passed by means of postal ballot, instead of transacting the business in general meeting of the Company.

Further, in terms of the circulars issued by the Ministry of Corporate Affairs (“MCA”) vide its General Circular No. 14/2020 dated April 08, 2020 and General Circular No. 17/2020 dated April 13, 2020 read with General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020 and General Circular No. 10/2021 dated June 23, 2021 (collectively referred to as “MCA Circulars”), in view of the current extraordinary circumstances due to COVID-19 pandemic requiring social distancing, had advised companies 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 Companies Act and the rules made thereunder, without holding a general meeting that requires physical presence of the members at a common venue.

The MCA has clarified that for companies that are required to provide E-voting facility under the Companies Act, while they are transacting any business(es) only by Postal Ballot up to December 31, 2021, the requirements provided in Rule 20 of the Rules as well as the framework provided in the MCA Circulars will be applicable mutatis mutandis. In compliance with the provisions of the Companies Act, SEBI Listing Regulations and the MCA Circulars, the Postal Ballot through remote e-voting is being initiated to transact business(es) as set out in this Notice. The Company has engaged National Security Depository Limited (NSDL) for facilitating the remote e-voting system. The remote e-voting period commences on Sunday, 24[th] October, 2021 (9.00 a.m. IST) and ends on Monday, 22[nd] November, 2021 (5.00 p.m. IST). The cut-off date for the purpose of determining eligibility of members for voting has been fixed as Friday, 15[th] October, 2021 (“cut-off date”). In compliance with the aforesaid MCA Circulars, the hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Members. Notice of the Postal Ballot is being sent only through electronic mode to those Members holding shares either in physical form or dematerialized form as on the cut-off Friday, 15[th] October, 2021 and whose email addresses are registered with the Company/ Depositories.

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Members may note that the Notice of the Postal Ballot will also be available on the Company’s website www.gromotrade.com, websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com, and on the website of National Securities Depository Limited (NSDL) i.e. at www.evoting.nsdl.com . Members are requested to read carefully the instructions for remote e-voting given in the Notes forming part of this Notice.

In compliance with the requirements of the MCA Circulars, the hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot. Members are required to communicate their assent or dissent through the remote e-voting system only.

The draft resolutions proposed to be passed by way of Postal Ballot/ E-voting and the Explanatory Statement setting out the material facts concerning the said resolution and the reasons thereof, are annexed hereto for your consideration.

In compliance with the requirements of the MCA Circulars, Members are required to communicate their assent or dissent through the remote e-voting system only. You are requested to carefully read all the instructions given in the Notes. E-voting shall commence on Sunday, 24[th] October, 2021 (9.00 a.m. IST) and will end on Monday, 22[nd] November, 2021 (5.00 p.m. IST). The Scrutinizer shall submit his report to the Chairman of the Company after completion of scrutiny of the e-voting on Tuesday, 23[rd] November, 2021 and, the results of the voting shall be declared by the Chairman of the Company on or before 5:00 P.M. on Wednesday, 24[th] November, 2021, i.e. 48 Hours from the Completion of Postal Ballot (E-voting) i.e. Monday, 22[nd] November, 2021 (5.00 p.m. IST), at Company’s Registered Office. The results along with the Scrutinizer’s Report will be placed on the Company’s website i.e. www.gromotrade.com and on the e-voting system link of National Securities Depository Limited (NSDL) i.e. at www.evoting.nsdl.com. The same shall simultaneously be communicated to the BSE Ltd., on which the shares of the Company is listed.

The last day of E-voting for postal ballot through electronic voting will be considered to be the date of passing of the resolution stated and transacted through Postal Ballot process (Electronic Voting mode).

SPECIAL BUSINESS

ITEM NO.: 1

INCREASE IN AUTHORIZED SHARE CAPITAL OF THE COMPANY:

To consider and, if though fit, to pass with or without modification(s) the following resolution as ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 61(1)(a) and all other applicable provisions of the as amended, (including any statutory modification(s) or re-enactment thereof for the time being in force) (‘Companies Act’) and the Articles of Association of the Company, approval of the Members be and is hereby accorded to increase , the Authorized Share Capital of the Company from Rs. 33,25,00,000 (Rupees Thirty Three Crores Twenty Five Lacs Only) divided into 33,25,00,000 (Thirty-Three Crores Twenty-Five Lacs) Equity Shares of Face Value of Re. 1/- (Rupee One Only) each to Rs. 43,25,00,000 (Rupees Forty Three Crores Twenty Five Lacs Only) divided into 43,25,00,000 (Forty Three Crores Twenty Five Lacs) Equity Shares of Face Value of Re. 1/- (Rupee One Only) each .”

RESOLVED FURTHER THAT any of the director of the company be and is hereby authorized to all such deeds, acts, matters and things necessary to give effect to the above resolution including signing and filing the necessary forms with the registrar of companies in order to give effect to the above resolution ."

ITEM NO. 2

ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY:

To consider and, if though fit, to pass with or without modification(s) the following resolution as an ORDINARY RESOLUTION :

"RESOLVED THAT pursuant to the provisions of Section 13 and all other applicable provisions, if any, of the Companies Act, 2013 (including any Statutory modification or re-enactment thereof for the time being in force), approval of the Members be and is hereby accorded to substitute the existing Clause V of the Memorandum of Association of the Company by the following:

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V. "The Authorized Share Capital of the Company is Rs. 43,25,00,000 (Rupees Forty Three Crores Twenty Five Lacs Only) divided into 43,25,00,000 (Forty Three Crores Twenty Five Lacs) Equity Shares of Face Value of Re. 1/- (Rupee One Only) each.”

RESOLVED FURTHER THAT any of the director of the company be and is hereby authorized to do all such deeds, acts, matters and things necessary to give effect to the above resolution including signing and filing the necessary forms with the registrar of companies in order to give effect to the above resolution."

ITEM No. 3

ALTERATION IN ARTICLE OF ASSOCIATION OF THE COMPANY:

To consider and if thought fit, to give assent/ dissent, to the following resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT in accordance with the provisions of Sections 5 and 14 of the Companies Act, 2013 as amended, (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Rules 20 and 22 of Companies (Management and Administration) Rules, 2014 and pursuant to the provisions of Section 14 of Companies Act, read with the Companies (Incorporation) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, and such other rules and regulations, as may be applicable, and such other approvals, permission, consents as may be required, the consent of the members of the Company be and is hereby accorded for alteration of Articles of Association of the Company by amending and substituting the following Article [14] titled ‘Further issue of Share Capital ’:

“14. The Company may issue shares or other securities in any manner whatsoever including by way of a preferential offer, to any persons, whether or not those persons include the persons referred to in clause (a) or clause (b) of sub-section (1) of Section 62 subject to compliance with section 42 and section 62 of the Act and the rules framed thereunder” ;

RESOLVED FURTHER THAT the Board of Directors (‘the Board’, which term shall include any Committee authorized by the Board to exercise its powers including powers conferred on the Board by this resolution) of the Company be and is hereby authorized to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper, expedient or desirable for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto, including delegation of any of the powers herein conferred to any Director(s) or any Key Managerial Personnel of the Company.”

By order of the Board of Directors, Prismx Global Ventures Limited

Sd/Ravindra B. Deshmukh Director DIN- 00290973

Date: 22[nd] October, 2021 Place: Mumbai Registered Office: 412, HUBTOWN SOLARIS, SAI WADI, N S PHADKE MARG, ANDHERI EAST MUMBAI MH - 400069

CIN: L74110MH1973PLC016243

Website: www.gromotrade.com Email; www.gromotrade.com Contact No.: 91-9136993920 Notes:

1. In terms of Section 102 and other applicable provisions of the Companies Act, 2013 read together with Rules and Secretarial Standard on General Meetings (SS-2), an explanatory statement setting out the material facts concerning special business to be transacted by way of Postal Ballot process (Through Electronic E-voting System Only) is annexed

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and forms part of this Notice.

1. In compliance with the MCA Circulars, the hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Members. Notice of the Postal Ballot is being sent only through electronic mode to those Members holding shares either in physical form or dematerialised form as on Friday, 15th October, 2021 (“Cut-Off Date”) and whose email addresses are registered with the Company/ Depositories viz. National Securities Depository Limited (“NSDL”)/ Central Depository Services (India) Limited (“CDSL”). Members who have not registered their email id may do so by sending the details of name of the registered shareholder(s), folio number, DP ID / Client ID and no. of equity shares held, to the Registrar and Share Transfer Agent of the Company i.e., M/s Purva Sharegistry (India) Pvt. Ltd, No 9, Shiv Shakti Industrial Estate, Ground Floor, J R Boricha Marg, Opp. Kasturba Hospital, Lower Parel, Mumbai, Maharashtra, 400011 Email Id: Support@purvashare.com or Contact No. 022 - 2301 8261/23016761.

2. Each Member’s voting rights shall be in proportion to their share of the Paid-Up Equity Share Capital of the Company as on cut-off date, which will only be considered for voting.

3. Only a member holding Equity shares as on the Cut-off Date is entitled to exercise his/her vote through remote e-voting facility only and a person who is not a member as on the aforesaid date should treat this Notice for information purposes only.

4. The E-voting will remain open for the Members for exercising their voting Sunday 24th October, 2021 (9.00 a.m.) (IST) and will end on Monday, 22nd November, 2021 (5.00 p.m.) (IST) both days inclusive. During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, 15[th] October, 2021 may cast their vote electronically. The e-voting module shall be disabled by 5:00 P.M. on Monday, 22nd November, 2021 for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

5. All the documents referred to in this Notice and the Statement pursuant to Section 102 of the Companies Act, 2013, will be posted on the Company’s website on or before Sunday, 24[th] October, 2021 to facilitate online inspection up to the last date for exercising the voting.

6. M/s Nitesh Chaudhary & Associates, Practicing Company Secretary (ICSI Membership no. F-10010), has been appointed by Board of Directors in its meeting held on 22[nd] October, 2021 as the scrutinizer to scrutinize the postal ballot, in a fair and transparent manner.

7. The Notice shall also be uploaded on the Company’s website at www.gromotrade.com , on the website of BSE limited at www.bseindia.com , and on NSDL E-Voting link at www.evoting.nsdl.com.

8. As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with MCA Circulars and the SEBI Listing Regulations, the details pertaining to the postal ballot events and information shall be published in one English national daily newspaper circulating throughout India (in English language) and one Marathi daily newspaper circulating in Mumbai (in vernacular language, i.e. Marathi).

9. All the documents referred to in the explanatory statement will be available for inspection at the Registered Office of the Company during working hours between 10:00 A.M. to 01:00 P.M. on all working days until the date of last day of E-voting i.e. Monday, 22[nd] November, 2021.

10. The scrutinizer will submit his Report to Chairman after completion of the Scrutiny on or before 2:00 P.M. on Tuesday 23[rd] November, 2021 and the results of the voting will be announced by the Chairman on or before 5:00 P.M. on Wednesday, 24[th] November, 2021 and will also be displayed on the Company website (www.gromotrade.com) and communicated to the Stock Exchange (BSE Ltd.), Depository, the Registrar and Share Transfer Agent.

11. The Scrutinizer’s decision on the validity of the Voting (through E-voting mode Only) on Postal Ballot process shall be final.

12. The results of the postal ballot will be declared not later than 48 hours i.e. Wednesday 24[th] November, 2021 of

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conclusion of remote e-voting i.e. Monday, 22nd November, 2021. The results declared along with the report of the Scrutinizer shall be placed on the website of the Company viz., www.gromotrade.com and on the e-voting system link of National Securities Depository Limited (NSDL) i.e. at www.evoting.nsdl.com immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to BSE Limited, the stock exchange where the Company’s shares are listed.

1. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date specified by the Company for remote e-voting i.e. Monday, 22nd November, 2021. Further, resolutions passed by the Members through remote e-voting are deemed to have been passed effectively at a general meeting. 17. Any query/grievance with respect to voting on above Postal Ballot may please be addressed to Ms. Shreya Garg, Company Secretary & Compliance Officer at: Email id: infogromo@gmail.com, phone no.:-+ 91-9136993920 or to the Registrar and Transfer Agent, M/s Purva Sharegistry (India) Pvt. Ltd, No 9, Shiv Shakti Industrial Estate, Ground Floor, J R Boricha Marg, Opp. Kasturba Hospital, Lower Parel, Mumbai, Maharashtra, 400011 Email Id: Support@purvashare.com Contact No. 022 - 2301 8261/23016761.

18. 14. User Manual for electronic voting is available at https://www.evoting.nsdl.com:

Instructions for E-Voting:

The e-voting period commences on Sunday, 24[th] October, 2021 at 9.00 a.m. (IST) and will end on Monday, 22nd November, 2021 at 5.00 p.m. (IST). The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by a member, it will not be allowed to change it.

- Instructions and other information relating to remote e voting are as under:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e- Voting facility.

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

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login” which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added 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 ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the followingURL:https://www.evoting.nsdl.com/either on a Personal

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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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual			1. Existing users who have opted for Easi / Easiest, they can login through
Shareholders		holding	their user id and password. Option will be made available to reach e-Voting page
securities	in	demat	without any further authentication. The URL for users to login to Easi / Easiest
mode with CDSL			arehttps://web.cdslindia.com/myeasi/home/login orwww.cdslindia.com
			and click on New System Myeasi.
			2. After successful login of Easi/Easiest the user will be also able to see
			the E Voting Menu. The Menu will have links ofe-Voting service provider i.e.
			NSDL.Click onNSDLto cast your vote.
			3. If the user is not registered for Easi/Easiest, option to register is
			available athttps://web.cdslindia.com/myeasi/Registration/EasiRegistration
			4. Alternatively, the user can directly access e-Voting page by providing
			demat Account Number and PAN No. from a link inwww.cdslindia.comhome
			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 i.e.NSDLwhere the e-Voting is in
			progress.
Individual			You can also login using the login credentials of your demat account through
Shareholders		(holding	your Depository Participant registered with NSDL/CDSL for e-Voting facility.
securities	in	demat	upon logging in, you will be able to see e-Voting option. Click on e-Voting
mode) login		through	option, you will be redirected to NSDL/CDSL Depository site after successful
their	depository		authentication, wherein you can see e-Voting feature. Click on company name
participants			or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting
			website of NSDL for casting your vote during the remote e-Voting period or
			joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

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**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 atevoting@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 022-23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

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, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below:

If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was

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communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

How to retrieve your ‘initial password’?

If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’. If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

Now, you will have to click on “Login” button.

After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period. 3. Now you are ready for e-Voting as the Voting page opens. 4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

3. Upon confirmation, the message “Vote cast successfully” will be displayed. 6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. 7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to M/s Nitesh Chaudhary & Associates Practicing Company Secretary csniteshchaudhary@gamil.com with a copy marked to evoting@nsdl.co.in.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct

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password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to NSDL officer/helpdesk at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, 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) by email to (infogromo@gmail.com).

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), 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) to (infogromo@gmail.com). If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

3. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e- voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND RULES RELATED THERETO

ITEM NO. 1 & 2:

Increase in the Authorised Share Capital of the Company and Consequent Alteration of the Capital Clause of the Memorandum of Association of the Company

Your Board at its meeting held on 22[nd] October, 2021 subject to the approval of the shareholders, and receipt of such other statutory/regulatory approvals, as may be required, has proposed to increase the Authorised Capital of the Company by addition of Rs. 10,00,00,000/- (Rupees Ten Crores Only) in the Authorised Capital of the company i.e. from Rs. 33,25,00,000 (Rupees Thirty-Three Crores Twenty-Five Lacs Only) divided into 33,25,00,000 (Thirty-Three Crores Twenty-Five Lacs) Equity Shares of Face Value of Re. 1/- (Rupee One Only) each to Rs. 43,25,00,000 (Rupees FortyThree Crores Twenty-Five Lacs Only) divided into 43,25,00,000 (Forty-Three Crores Twenty-Five Lacs) Equity Shares of Face Value of Re. 1/- (Rupee One Only) each.

Considering the requirements of funds and raising of funds/capital by way of issue and allotment of securities by the Company, it is therefore considered necessary to increase the Authorized Share Capital of the Company from present Authorised Capital of Rs. 33,25,00,000 (Rupees Thirty Three Crores Twenty Five Lacs Only) divided into 33,25,00,000 (Thirty-Three Crores Twenty-Five Lacs) Equity Shares of Face Value of Re. 1/- (Rupee One Only) each to Rs. 43,25,00,000 (Rupees Forty-Three Crores Twenty-Five Lacs Only) divided into 43,25,00,000 (Forty-Three Crores Twenty-Five Lacs) Equity Shares of Face Value of Re. 1/- (Rupee One Only) each by creation of additional Rs. 10,00,00,000/- ( Rupees Ten Crores Only) divided in to 10,00,00,000/- (Ten Crores) Equity Shares of Re. 1/- each.

The Proposed resolution under this item No. 1 & 2 seeks to obtain Members’ approval to alter Clause V as mentioned in the Memorandum of Association of the Company. The proposed increase in the Authorized Share Capital requires the approval of Members. Consequent upon increase in the Authorized Share Capital, the Capital Clause of Memorandum of Association will require alteration so as to reflect the increased Authorized Share Capital. The proposed Resolution is in the interest of the Company and your Directors recommend the same for your approval.

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Copy of the Memorandum and Articles of Association of the Company with the proposed amendment will be available for inspection by the Members at the Registered Office of the Company during business hours on all working days between 10:00 A.M. to 01:00 P.M. until the date of last day of E-voting i.e. Monday, 22[nd] November, 2021.

None of the Directors, Key Managerial Personnel or their relatives thereof, is in any way, interested or concerned in the proposed Resolutions at Item No. 1 & 2 of the Notice except to the extent of their shareholding

Item No. 3:

To approve adoption of amended Articles of Association of the Company

The Board by way of Resolution passed in its meeting held on 22[nd] October, 2021 has approved the adoption of the amended Article [14] of Articles of Association of the Company, subject to the approval of the shareholders of the Company by way of postal ballot/ e-voting.

It is proposed to adopt the article contained in the amended Articles of Association in substitution of and to the entire exclusion of the Article [14] contained in the existing Articles of Association of the Company.

Pursuant to provisions of Section 14 and other applicable provisions, if any, of the Companies Act, approval of the shareholders of the Company is required for adoption of amended and restated Articles of Association.

The Board recommends adoption of the resolution set out in Resolution No. 3 of the accompanying Notice as a Special Resolution as the Board is of the opinion that the Resolution stated in the accompanying Notice is in the best interest of the Company and its Members and, hence, recommends the Resolution for approval by the Members of the Company.

A copy of Articles of Association of the Company with the proposed alteration is available for inspection at the Registered Office of the Company at any working day during business hours.

None of the Directors or any Key Managerial Personnel or any relative of any of the Directors of the Company or the relatives of any Key Managerial Personnel is, in anyway, concerned or interested in the above resolution.

By order of the Board of Directors, Prismx Global Ventures Limited

Sd/Ravindra B. Deshmukh Director DIN- 00290973

Date: 22[nd] October, 2021 Place: Mumbai Registered Office: 412, HUBTOWN SOLARIS, SAI WADI, N S PHADKE MARG, ANDHERI EAST MUMBAI MH - 400069 CIN: L74110MH1973PLC016243 Website: www.gromotrade.com Email; www.gromotrade.com Contact No.: 91-9136993920

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