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PRISMX GLOBAL VENTURES LIMITED Proxy Solicitation & Information Statement 2026

Mar 4, 2026

60905_rns_2026-03-04_ec7ca555-acf0-41e3-9042-a05932a5646c.pdf

Proxy Solicitation & Information Statement

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To, Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai- 400001

Company Scrip ID: PRISMX Company Scrip Code: 501314

Sub: Intimation for Extra Ordinary General Meeting (EGM), Book Closure and fixation of cut-off date for e-voting, period of remote e-voting

Dear Sir/Madam,

In Compliance with Regulation 30, 34 & 42 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, Please note below mentioned details with respect to Extra Ordinary General Meeting (AGM), Book Closure and fixation of cut-off date for e-voting, period of remote e-voting. Further, we have also enclosed herewith notice of EGM and the same also be made available on Company’s website. The company has commenced the dispatching of the EGM Notice. The schedule of EGM is as set out below:

Sr No Event Date
**1. ** Extra Ordinary General meeting Thursday, 26th March, 2026, at 12.00 P.M.
IST
**2. ** Relevant Date/ Cut-off date to vote on EGM
Resolutions
Thursday, 19thMarch, 2026
**3. ** Book Closure Date for EGM Friday, 20thMarch, 2026 to Thursday, 26th
March,2026(both days inclusive).
**4. ** Commencement of E-Voting Monday, 23rdMarch, 2026(from 9.00 a.m.)
**5. ** End of E-Voting Wednesday, 25thMarch, 2026 (up to 5.00
p.m.).

Kindly take the same on record. Thank you, Yours faithfully,

For Prismx Global Ventures Limited

MONALI Digitally signed by MONALI BOHRA BOHRA Date: 2026.03.04 17:14:07 +05'30'

Monali Bohra Company Secretary and Compliance Officer Date: 04/03/2026

.

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NOTICE is hereby given that the EXTRA ORDINARY GENERAL MEETING of the members of PRISMX GLOBAL VENTURES LIMITED will be held Thursday , 26[th] March, 2026, at 12.00 P.M. IST through Video Conferencing (VC’)/Other AudioVisual Means (OAVM’) transact the following business:

SPECIAL BUSINESS:

RECLASSIFICATION OF PERSONS FORMING PART OF THE PROMOTER / PROMOTER GROUP FROM ‘PROMOTER & PROMOTER GROUP CATEGORY’ TO ‘PUBLIC CATEGORY’:

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

RESOLVED THAT in accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI (LODR) Regulations’), and subject to approval of other statutory authorities, as may be required from time to time including any statutory modification(s) or re-enactment thereof, for the time being in force and other applicable provisions, and No-Objection Certificate (NOC) received from BSE Limited (BSE) dated January 27, 2026 the approval of the Members of the Company be and is hereby accorded to reclassify the following promoter / persons related to promoter(s) forming part of Promoter Group (hereinafter individually and jointly referred to as the (“Outgoing Promoters”) from ‘Promoter & Promoter Group Category’ to ‘ Public Category’.

Sr. No. Name
of
Shareholder
Type No.
of
shares held
% of Paid-up
Capital
1. Mr. Dheeraj Shah Promoter 40,80,818 0.93
2. Mr. Paresh Shah Promoter Group 16,00,000 0.36

RESOLVED FURTHER THAT pursuant to provisions of Regulation 31(A)(3)(b) of SEBI LODR Regulations, Outgoing Promoters have confirmed

  • They do not more than 10% of the fully paid-up equity share capital and voting capital of the Company.

  • They do not have any special rights through formal or informal agreements and shareholding agreements, ;

  • They do not represent on the Board of Directors (including as a nominee director) of the Company for a period

  • of more than 3 years from the date of shareholders’ approval.

  • They do not act as a key managerial person for a period of more than 3 years from the date of shareholders’

  • approval.

  • They do not directly or indirectly exercise control over the affairs of the Company.

  • They are not ‘Willful defaulter’ as per the Reserve Bank of India Guidelines.

  • They are not Fugitive economic offender.

Also confirmed that at all times from the date of such reclassification, shall continue to comply with conditions mentioned under Regulation 31A of SEBI (LODR) Regulations, 2015 post reclassification from “Promoter & Promoter Group” to “Public”.

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RESOLVED FURTHER THAT Mr. Ravindra Bhaskar Deshmukh, Executive Director and Chief Executive Officer of the Company or Ms. Monali Bohra, Company Secretary of the Company, be and is hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient and make all necessary filings including but not limited to intimation/filings to the Stock Exchanges to seek their approval in accordance with the SEBI LODR Regulations and other applicable laws, if any, and to execute all such deeds, documents or writings as are necessary or expedient, to settle any questions, difficulties or doubt that may arise in this behalf and to represent before such authorities as may be required and to do and perform all such acts, deeds and things as may be required to give effect to the above resolution.

By Order of the Board of Directors, For PRISMX GLOBAL VENTURES LIMITED

Sd/Mr. Ravindra Bhaskar Deshmukh Executive Director and Chief Executive Officer DIN: 00290973 Date: 04[th] March, 2026

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  • 1) Pursuant to the General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (MCA) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 (“SEBI Circular”) and other applicable circulars and notifications issued (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time, companies are allowed to hold EGM/AGM through Video Conferencing (VC) or other audio visual means (OAVM), without the physical presence of members at a common venue. In compliance with the said Circulars, EGM/AGM shall be conducted through VC / OAVM.

  • 2) Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM/AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the EGM/AGM through VC/OAVM and participate there at and cast their votes through e-voting.

  • 3) The deemed venue for E-EOGM shall be the Registered Office of the Company at Office No. 303 3[rd] Floor Relcon House Premises CHSL, Plot No15/A, M G Road, Vile Parle East, Vile Parle (East), Mumbai-400057.

  • 4) The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.

  • 5) Pursuant to the provisions of the Act, a member entitled to attend and vote at the EOGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the Company. Since this EOGM is being held pursuant to the MCA Circulars through VC/OAVM facility, physical attendance of members has been dispensed with. Accordingly, the facility for appointments of proxies by the members will not be available for the e-EOGM and hence the Proxy Form and Attendance-Slip are not annexed to this Notice.

  • 6) Institutional/ Corporate shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (pdf/jpg format) of its board or governing body's resolution/authorization, etc., authorizing their representative to attend the e-EOGM on its behalf and to vote through remote e-voting. The said resolution/authorization shall be sent to the scrutinizer by email through its registered email address to [email protected] with a copy marked to [email protected].

  • 7) The Members can join the EOGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EOGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EOGM without restriction on account of first come first served basis.

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  • 8) Pursuant to section 91 of the Companies Act, 2013 the Register of Members and the Transfer Book of the Company will remain closed from Friday, 20[th] March, 2026 to Thursday, 26[th] March, 2026 (both days inclusive).

  • 9) The Securities & Exchange Board of India (SEBI) has mandated submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore requested to submit their PAN to their Depository Participants with whom they are maintaining their Demat Account. Members holding their shares in Physical Form can submit their PAN details to the share transfer agent Purva Share registry (India) Private Limited of the Company.

  • 10) Members are requested to notify immediately any change in their address details to the Company’s Registrar and share transfer agents for shares held in demat/physical form at Purva Share registry (India) Private Limited situated at 9 Shiv Shakti Industrial Estates, J.R. Boricha Marg Lower Parel (east), Mumbai-400011.

  • 11) To receive communications through electronic means, including Notices, members are requested to kindly register/update their email address with their respective depository participant, where shares are held in electronic form. In case of shares held in physical form, members are advised to register their e-mail address with RTA Purva Share registry India Private Limited.

  • 12) SEBI vide its notification dated 8 June 2018 as amended on 30 November 2018, has stipulated that w.e.f. 1 April 2019, the transfer of securities (except transmission or transposition of shares) shall not be processed, unless the securities are held in the dematerialized form, Members who still hold share certificates in physical form are advised to dematerialize their shareholding to also avail of numerous benefits of dematerialization, which include easy liquidity, ease of trading and transfer, savings in stamp duty and elimination of any possibility of loss of documents and bad deliveries.

  • 13) In case of joint holders, the member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the e-EOGM.

  • 14) All the work related to share registry in terms of both physical and electronic are being conducted by Company’s Registrar & Transfer Agent, Purva Share registry (India) Private Limited situated at 9 Shiv Shakti Industrial Estates, J.R. Boricha Marg Lower Parel (east), Mumbai-400011.The Shareholders are requested to send their communication to the aforesaid address or via email at [email protected]

  • 15) Members, who would like to express their views or ask questions during the e-EOGM will have to register themselves as a speaker may register themselves as a speaker may send their request mentioning their name, demat account number/folio number, email id, mobile number at [email protected] and mark cc to RTA @ [email protected] during the period starting from Monday , 23rd March, 2026 (from 9.00 a.m.) to Wednesday, 25th March, 2026 (up to 5.00 p.m.). Only those members who have registered themselves as a speaker will be allowed to express their views/ask questions during the e-EOGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the e-EOGM. Please note that only questions of the members holding the shares as on cut-off date will be considered.

  • 16) Since the meeting will be conducted through VC/OAVM facility, the route map is not annexed to this Notice.

  • 17) In case a person becomes a member of the Company after dispatch of e-EOGM Notice, and is a member as on the cut-off date for e-voting, i.e., 19th March, 2026 (cutoff date), such person may obtain the user id and password from RTA by email request on [email protected].

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  • 18) Members holding the equity shares under multiple folios in identical order of names are requested to consolidate their holdings into one folio.

  • 19) Members are requested to send all communications relating to shares, unclaimed dividend, change of address etc. to the Registrar and Share Transfer Agents at the following address: Purva Share registry (India) Private Limited situated at 9 Shiv Shakti Industrial Estates, J.R. Boricha Marg Lower Parel (east), Mumbai-400011. Tel: 022-23010771 / 49614132, Email : [email protected] if the shares are held in electronic form, then change of address and change in the Bank Accounts etc. should be furnished to their respective Depository Participants.

  • 20) Members who have not yet registered their e-mail address with the Company or their respective Depository are requested to do so. In the context of General Meeting through VC/OAVM, availability of email id of shareholders will play key role for sending notice or other important communication to shareholders. Hence, Purva Share registry (India) Private Limited. is offering the facility for all shareholders (physical as well as demat) to update their email id with it for sending the notice of EOGM and annual report. The facility for updating of e-mail id of the shareholders shall be available on their websit www.purvashare.com and the same can be updated by shareholders any time during the year.

  • 21) The attendance of the Members attending the EGM/AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

  • 22) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) the Secret arial Standard on General Meetings (SS-2) issued by the ICSI and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs from time to time the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM/AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as e-voting on the date of the EGM/AGM will be provided by NSDL.

  • 23) In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM/AGM has been uploaded on the website of the Company at www.prismxglobal.com The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the EGM/AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

  • 24) EGM/AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular issued from time to time

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THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on 23[rd] March, 2026 at 10:00 A.M. and ends on 25[th] March, 2026 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 19[th] March, 2026 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 19[th] March, 2026.

- 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 and joining virtual meeting 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. For
OTP
based
login
you
can
click
onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.You will
have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and
generate OTP. Enter the OTP received on registered email id/mobile number
and click on login. After successful authentication, you will be redirected to
NSDL Depository site wherein you can see e-Voting page. Click on company
name ore-Voting service provider i.e. NSDLand 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.
2. 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 or joining virtual meeting & voting during the meeting.
3. If you are 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
4. 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

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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 or joining virtual meeting & voting during the meeting.

  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 Shareholders holding securities in demat mode with CDSL

  1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

  2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

  3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

  4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on 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 able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.

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Individual Shareholders You can also login using the login credentials of your demat account through your (holding securities in Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, demat mode) login you will be able to see e-Voting option. Click on e-Voting option, you will be redirected through their depository to NSDL/CDSL Depository site after successful authentication, wherein you can see e- participants Voting feature. 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 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.

Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual Shareholders holding securities in demat
mode with NSDL
Members facing any technical issue in login can contact NSDL helpdesk
bysendinga request [email protected] call at 022 - 4886 7000
Individual Shareholders holding securities in demat
mode with CDSL
Members facing any technical issue in login can contact CDSL helpdesk
by sending a request [email protected] contact at
toll free no. 1800-21-09911

B) Login Method for e-Voting and joining virtual meeting 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?

  1. 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.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. 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.

  1. 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
IN300
12**.
b) For Members who hold shares in demat
account with CDSL.
16 Digit Beneficiary ID
For
example
if
your
Beneficiary
ID
is
12** thenyour user ID is

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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

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

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

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

  4. c) How to retrieve your ‘initial password’?

    • (i) 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’.

    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

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

  6. a) 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.

  7. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  8. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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

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

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

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

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- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system. - How to cast your vote electronically and join General Meeting 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 and General Meeting is in active status.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

  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.

  5. 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 [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

  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 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.

  3. 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.: 022 - 4886 7000 or send a request at [email protected]

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 [email protected]

  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 [email protected] 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 and joining virtual meeting for Individual shareholders holding securities in demat mode .

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  1. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  2. 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.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-

  1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-voting.

  2. Only those Members/ shareholders, who will be present in the EGM/AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM/AGM.

  3. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.

  4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:

  1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

  2. Members are encouraged to join the Meeting through Laptops for better experience.

  3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at ([email protected]). The same will be replied by the company suitably.

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

ITEM NO. 1

In conformity with the provisions of Section 102 of the Companies Act, 2013, the following Explanatory Statement sets out all material facts relating to Special Business mentioned in the accompanying Notice and should be taken as forming part of the Notice.

Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘‘Listing Regulations, 2015’’), along with amendments thereto as amended effective 16th November 2018, has provided a regulatory mechanism for re-classification of Promoters as Public Shareholder subject to fulfilment of conditions provided therein.

The Company had received a letter dated July 02, 2025 from the followings falling under the category of “Promoters / Promoter Group’’ of the Company requesting to be re-classified from the category of ‘‘Promoters / Promoter Group’’ to ‘‘Public Category’’:

Sr. No. Name
of
Shareholder
Type No.
of
shares
held
% of Paid-up Capital
1. Mr. Dheeraj Shah Promoter 40,80,818 0.93
2. Mr. Paresh Shah Promoter group 16,00,000 0.36

Outgoing Promoters have confirmed that

  • They do not more than 10% of the fully paid-up equity share capital and voting capital of the Company.

  • They do not have any special rights through formal or informal agreements and shareholding agreements,

  • They do not represent on the Board of Directors (including as a nominee director) of the Company for a period of more than 3 years from the date of shareholders’ approval.

  • They do not act as a key managerial person for a period of more than 3 years from the date of shareholders’

  • approval.

  • They do not directly or indirectly exercise control over the affairs of the Company.

  • They do not ‘Willful defaulter’ as per the Reserve Bank of India Guidelines

  • They do not Fugitive economic offender

Further, the aforesaid Applicants have confirmed that at all times from the date of such reclassification, shall continue to comply with conditions mentioned under Regulation 31A of SEBI (LODR) Regulations, 2015 post reclassification from “Promoter & Promoter Group” to “Public”.

Each Applicant has confirmed that there is no pending regulatory action against such Applicant. Each Applicant has also confirmed that the Applicant shall:

(a) at all times from the date of re-classification, continue to comply with the conditions specified in sub-clause (i), (ii) and (iii) of clause (b) of Regulation 31A(3) of SEBI Listing Regulations, 2015; and

(b) comply with the conditions mentioned in sub-clauses (iv), (v) of clause (b) of regulation 31A(3) of SEBI Listing

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Regulations, 2015 for a period of not less than 3 (three) years from the date of reclassification and thereafter.

Based on the confirmations received from the respective Applicants, the Board of Directors noted that the Applicants were not involved in day-to-day operations of the Company and had no participation or influence, directly or indirectly, in the management decisions of the Company and hence the Applicants were seeking reclassification from the “Promoter and Promoter Group” category to “Public” category. Applicants had also confirmed that they neither attended offices of the Company nor received any communication/ information from the Company other than in their capacity as a Shareholder

In view of application received from the above entity and in consideration with the proper compliance of Regulation 31A of the Listing Regulations, 2015, the Board of Directors of the Company at its meeting held on August 26, 2025, has considered the application for re-classification received by the company as above from Promoter Group Category to Public Category subject to approval by the members, SEBI Board, Stock Exchange or any other regulatory body as may require.

Based on the approval accorded by the Board and in accordance with Regulation 31A (3) of the SEBI Listing Regulations, an application seeking no objection / approval of the Stock Exchange was filed by the Company with the BSE Limited Accordingly, the Stock Exchanges, vide their letter dated January 27, 2026, had provided their no objection / approval for reclassification from the “Promoter/Promoter Group” category to the “Public” category.

Further, board confirms that Company post reclassification will be compliant with the requirement for minimum public shareholding as required under regulation 38 of SEBI (LODR) Regulations, and trading in the shares of the Company has not been suspended by the stock exchanges, nor are there any outstanding dues to the SEBI Board, the stock exchanges or the depositories.

The pre and post shareholding of the Company pursuant to the reclassification of the Applicants would be as follows:

Category %
shareholding
prior
to
reclassification
% shareholding post reclassification
Promoter and Promoter Group 1.29% 0.00%
Public 98.71% 100%

As per Regulation 31A(3) of the SEBI Listing Regulations, 2015, post receipt of no objection/ approval letters of the Stock Exchange, the Company is required to obtain approval of the shareholders for reclassification of persons belonging to “Promoter/Promoter Group” category to the “Public” category within a period of sixty days from the date of receipt of noobjection / approval letters from the Stock Exchange.

Accordingly, the aforesaid proposal for reclassification of the Applicants from “Promoter/Promoter Group” category to the “Public” category is being placed before the members of the Company by way of an Ordinary Resolution and that the Board recommends the Ordinary Resolution as set out at Item no. 1 of this Notice, for approval by the Members of the Company. The Members may note that in accordance with the SEBI Listing Regulations, 2015, the Applicants and persons related as defined under clause (b) of sub-regulation (1) of Regulation 31A of the SEBI Listing Regulations, 2015 shall not vote on this resolution.

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Your Directors recommend the passing of the Resolution in the Notice as an ORDINARY RESOLUTION

None of the Directors or the Key Managerial Personnel of the Company or their relatives is in anyway concerned or interested financially or otherwise, in this Resolution.

By Order of the Board of Directors, For PRISMX GLOBAL VENTURES LIMITED

Sd/-

Mr. Ravindra Bhaskar Deshmukh Executive Director and Chief Executive Officer DIN: 00290973 Date: 04[th] March, 2026

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