Prismx Global Ventures Ltd Directors Report

To,

The Members

Your Directors are pleased to present the 52^nd Annual Report of the Company together with the Audited Statements of Accounts and

Auditors Report for the year ended 31^st March, 2025.

FINANCIAL RESULTS:

(Amount in Lakh.)

Particulars	F.Y. 2024- 2025	F.Y. 2023- 2024	F.Y. 2024- 2025	F.Y. 2023- 2024
	Standalone		Consolidated
Income from operations	1,436.45	1,265. 54	1,446.26	1,272.89
Other Income	30.06	504.68	30.06	504.68
Total Income	1,466.51	1,770.22	1,476.32	1,777.57
Total Expense	1,292.16	3,342.31	1,314.80	3,363.45
Profit/(Loss) before Tax and Exceptional items Exceptional Items	174.35	(1,572. 09)	161.522	-1,585.89
Profit/Loss from ordinary activities before Tax	174.35	(1,572. 09)	161.52	-1,585.89
Current Tax	97.3	79.97	97.3	79.97
Tax adjustments of earlier years	9.39	-6.96	9.39	11.3
Deferred Tax	-3.4	11.3	-3.4	-6.96
Net profit/ (Loss)	71.07	-1,656.39	58.24	-1,670.19
Other Comprehensive Income for the year	-1,784.35	-121.12	-1,784.35	-121.12
Total Comprehensive Income/Loss	-1,713.28	-1777.51	-1,726.11	-1791.31
Earnings per share
Basic	0.02	-0.38	0.01	-0.38
Diluted	0.02	-0.38	0.01	-0.38

PERFORMANCE HIGHLIGHTS: STANDALONE

The Company operates in three segments, i.e. Trading in commodities, Finance and activities in Sports and Entertainment. During the Financial Year 2024-25, the Company has recorded Standalone total revenue Rs. 1,466.51/- lakh during the year as compared to revenue of Rs. 1770.22/- lakhs in the last year. The Company has earned net profit of Rs. 71.07/- Lakh during the year as compared to loss of Rs. 1656.39/- lakh in the last year.

CONSOLIDATED

The Company has recorded Consolidated total revenue of Rs. 1,476.32/- during the year as compared to revenue of Rs. 1,777.57/- lakhs. The company has loss due to Loss on Disposal of Subsidiary. The Company has earned net profit of Rs. 58.24/- lakh during the year as compared to loss of Rs. 1,670.19/- lakh in the last year.

DIVIDEND:

With a view to conserve financial resources of the Company, your Directors do not recommend any dividend on equity shares for the year ended 31st March, 2025.

DEPOSITS:

The company has not accepted any public deposits during the year under review.

AMOUNTS TO BE TRANSFERRED TO RESERVES:

In the current (previous) year, no amount was transferred to General Reserve of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under section 134(3) (c) of the companies Act, 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed: a) In the preparation of the annual accounts for the financial year ended 31st March, 2025 the applicable accounting standards have been followed. b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of 31st March, 2025 and of the profit of the Company for the year ended on that date. c) Proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) The Annual Accounts of the Company have been prepared on the on-going concern basis. e) That they have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively. f) That system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Alkesh Patidar was appointed as independent Director of the Company w.e.f. 27^th September, 2024.

Mr. Anuj Surana resigned as Independent Director of the Company with effect from 07^th August, 2024

Pursuant to Section 152 of the Companies Act, 2013 Ms. Priyanka Ramesh Shetye, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Your Board has recommended her re- appointment.

As required under Regulation 36(3) of the listing Regulations with the stock exchanges, the information on the particulars of Directors proposed for appointment/re appointment/change in designation has been given in the notice of annual general meeting.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 and as specified under Regulation 16(1)(b) of the Listing Regulations in respect of their position as an "Independent Directors.

SHARE CAPITAL

During the year under review, subsequently on considering the above increase in Share Capital, the Equity Share Capital of the Company as on 31st March, 2025 is as below: -

Authorized Share Capital of Rs. 44,25,00,000/- (Rupees Forty-Four Crores Twenty-Five Lakhs) divided into 44,25,00,000 (Forty Four Crores Twenty-Five Lakhs) Equity Shares of Rs. 1/- (Rupees One) each, comprising of

Issued and Subscribed Share Capital is Rs. 44,07,49,490/- divided into 44,07,49,490 Equity Shares of Rs. 1/- each,

Paid up share capital is Rs. 43,99,24,442.5 /- divided into Rs. 43,99,24,442.5 Equity Shares of Rs. 1/- each.

EVALUATION OF BOARD OF DIRECTORS ITS COMMITTEES AND OF INDIVIDUALS:

Pursuant to the provisions of the Act and Schedule V of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, the Nomination and Remuneration Committee of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. The Boards functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board Structure and Composition, effectiveness of Board process, information and functioning.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting held on 31^st January 2025. The Directors expressed their satisfaction with the evaluation process, quality, quantity and timeliness of flow of information between the Companys Management and the Board.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

POLICIES ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Nomination and Remuneration Committee is entrusted with the responsibility of identifying and ascertaining the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommending their appointment for the consideration of the Board.

The Company has drawn up Nomination and Remuneration policy in line with the requirement of Section 178 of the Companies Act, 2013. The Policy inter alia provides that a person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position. The policy is available on the website of the company viz www.prismxglobal.com

STATUTORY AUDITORS:

The Board of Directors in their Meeting held on 06^th September, 2023 approved and appointed M/s. Bansal Gourav & Associates, Chartered Accountant, who has submitted their consent and eligibility certificate under Section 139 and sec 141 of the Companies Act, 2013 has been proposed to be appointed in the shareholders Meeting held on 29th September, 2023 and to hold the office for a period of 5 consecutive years from the conclusion of 52^nd Annual General Meeting till the Conclusion of 56th Annual General Meeting of the Company. However, M/s. Bansal Gourav & Associates., Chartered Accountants, the Statutory Auditor of the Company has resigned before the completion of their term w.e.f. 19th August, 2025, the Board of Directors in their meeting held on 26^th August, 2025, proposed the name of M/s. Pravin Chandak & Associates. LLP to be appointed as the new Auditors of the Company, which is subject to the approval of the members in the upcoming Annual General Meeting.

AUDITORS REPORT:

No Observations made in the Auditors Report and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

INTERNAL AUDITOR:

The Board had appointed Mr. Ronak Ashok Surani, as the Internal Auditor of the Company, for F.Y. 2024-25. He reported directly to the Audit Committee, to whom he submitted quarterly internal audit reports. The Audit Committee reviewed these reports and recommended necessary actions, as required.

Based upon recommendation of Audit committee, Board has re-appointed Mr. Ronak Ashok Surani as Internal Auditor of the Company for further period of 2 financial year i.e. up to FY 2025-26.

SECRETARIAL AUDIT:

M/s HRU & Associates, Practicing Company Secretary has been appointed, pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, to conduct the Secretarial Audit for the financial year 2024-2025. The Secretarial Audit Report as received from Mr. Hemanshu Upadhyay is appended to this Report as

Annexure I.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their report for the financial year ended March 31, 2025.

EXTRACT OF ANNUAL RETURN:

In accordance with the provisions of section 92 read with section 134(3) (a) of the Companies Act, 2013, the Annual Return for financial year 2024-25 is available at http://prismxglobal.com/.

CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

Company have taken Certificate from Practicing Company Secretary that none of the Directors on the Board of the Company are disqualified as on 31st March, 2025 in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 annexed as Annexure IV.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2024-2025, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

The policy on Related Party transaction has been devised by your Company for determining the materiality of transaction with Related Parties and dealing with them AOC-2 is attached as Annexure II.

SUBSIDIARIES/HOLDING/JOINT VENTURE/ASSOCIATE:

During the review period Tmart Platform Private Limited is wholly owned Subsidiary Company of the Company.

A separate statement containing the salient features of financial statements of Subsidiary Company of your Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure III in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

The Financial Statements of the Subsidiary company and related information are available for inspection by the Members at the Registered Office of the Company during the business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Further in line with the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and in accordance with IND AS 110, Consolidated Financial Statement prepared by the Company includes financial information of its Subsidiary Company.

The Company will provide a copy of Annual Report and other documents of its subsidiary companies on the request made by any Member, investor of the Company/ Subsidiary Companies. The Financial Statements of the Subsidiary Companies have been kept for inspection by any Member at the Registered Office of the Company. The statements are also available on the website of the Company www.prismxglobal.com

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Company is not required to spend any amount towards CSR Expenditure as none of the thresholds limits as specified in Section 135 is crossed.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have annexed as Annexure V.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under regulation 34 and Schedule V of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 form part of the Annual Report, have been appended to this Report as Annexure VI and Annexure VII respectively.

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss. The intervening gap between the two consecutive meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

The details of the number of meetings of the Board held during the Financial Year 2024-2025 forms part of the Corporate Governance Report

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

CERTIFICATE ON CORPORATE COVERNANCE AND MANAGEMENT REPORT ON CODE OF CONDUCT:

For details, kindly refer the Annexure VIII in this Report.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred during Financial Year 2024-2025, till the date of this report.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has the Risk Management and Internal Control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis Report that forms part of the Annual Report.

FOREIGN EXCHANGE:

The Company does not have any Foreign exchange earnings/expenses during the year under review and therefore the information in respect of Foreign Exchange Earnings and Outgo as required by Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not provided.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial Institutions.

CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Chief Financial Officer Certification as required under Schedule IV of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 and Chief Executive Officer Declaration about the Code of Conduct is Annexed to this Report as Annexure ‘IX.

LISTING OF SHARES:

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2024-2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of investments covered under section 186 of the Companies Act, 2013 will be produced for verification to the members at the Registered Office of the company on their request.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company is not required to give information relating to conservation of energy and technology absorption as the Company is not engaged in any activities referred to in Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has established a vigil mechanism to be known as the ‘Whistle Blower Policy for its Directors and employees, to report instances of unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct.

The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, ‘Whistle Blower Policy has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Chairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has put in place adequate internal financial controls with reference to the Financial Statements commensurate with the size of the Company. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls.

Further, the Board annually reviews the effectiveness of the Companys internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company.

A report of the Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy Internal Financial Controls is annexed with the Auditors Report

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No such order passed during the Financial Year 2024-2025.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

Your company has organized a familiarization programme for the independent directors as per the requirement of the Companies Act, 2013 along with the requirements of SEBI(LODR), Regulations 2015.

POLICY FOR PREVENTION OF INSIDER TRADING & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013, An Internal Complaints Committee has also been setup to redress complaints received on sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

POLICY ON ORDERLY SUCCESSION FOR APPOINTMENT:

The Board has framed a policy which lays down a framework in relation to orderly succession of Directors senior Management based on recommendation made by Nomination and Remuneration Committee.

The key features of the policy are as follows:

Criteria for appointment and removal of Director, key managerial personnel and senior management.

Criteria for performance evaluation.

Criteria for fixing the remuneration of Director, key managerial personnel and senior management.

GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken‘ Green initiative in corporate Governance and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with RTA of Company.

INVESTOR RELATIONS:

Your company always endeavors to keep the time of response to shareholders request/grievance at the minimum. Priority is accorded to address all the issues raised by shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholder

Relationship Committee of the board meets periodically and reviews the status of the Shareholders Grievances.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

For & on behalf of Board of Directors For Prismx Global Ventures Limited

Sd/-	Sd/-
Ravindra Bhaskar Deshmukh	Priyanka Ramesh Shetye
(Executive Director and CEO)	(Non Executive Director)
DIN: 00290973	DIN: 09719611
Place: Mumbai
Date: 26/08 /2025