Prime Securities Ltd. — Annual Report 2020

Jun 19, 2020

June 19,2020

orporntc Relationship Department V ~Ombay Stocl{ Exchange Limitcd Phirozc Jcejeebhoy Towers, Dalal Street, cort, MUl11bai 40000 I

Capital Marl{cts • Listing National Stocl{ Exchange of India Ltd Exchange Plaza, 5th Floor, Plot No, Cll, G nIock, Bandra Kurla Complex, Bandra (East), Mumbai 400051

Dcar Sir I Madam,

Sub: Rcgulation 30 and 33 oj' Securities and Exchange Board of India (Listing Ohligations and Disclosure Requirements) Regulations, 2015

lte: Stock Codc: 500337 (BSE) I PRIMESECU (NSE)

Pursuant to the provisions or Regulation 30 and 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20 15 ("SEBI Listing Regulations"), we wish to inform you that the Board of Directors of thc Company, at their Mecting held tociay, have taken on rccord the Audited Consolidated and Standalone Financial Results of tbe Company for thc Fom1h Quarter and Year ended March 3 1, 2020.

Please find attached the following:

• 1. Prcss Rclease;
• 1. Audi tcci Consolidated & Standalone Financial Results of the Company for the FOll1'th Quarter and Y cal' cnded March 31, 2020;
• 1. Audit Report(s) by Mis. Walkcr Chandiok & Co LLP, Independent Auditors on the Audited Financial Results (Consolidated & Standalonc) for the Year ended March 31, 2020;
• 1. Statement of Consolidated & Standalone Assets lUJd Liabilities as on March 31, 2020;
• 1. Statcment of Consolidated & Standalonc Cash Flow as on March 31,2020;

In c01l1pliancc with the provisions of Regulation 33(3)(d) of SEBl Listing Regulations, we confirm Ihat Mis. Walkcr Chandiok & Co CLp, Independent Auditors, have issued Audit Reports with Unmodified Opinion on Consolidated and Standalone Financial Results of the Company lor the Year ended March 31, 2020.

Prime Securities Limited 1109/1110. Maker Chambers V, Narirn<Jn Point, Murnbai 1100 021. CIN: L67120MH1982PLC026724 Website: www.primcscc.com

Tel : +91-22-6184 2525 Fax : +91-22-2497 0777

We also wish to inform that Securities and Exchange Board of India have, vide its circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, granted relaxation regarding exemption from publication of advertisements in newspapers as required under Regulation 47 of SEBI Listing Regulations for all events scheduled till June 30, 2020 and accordingly, Audited Financial Results shall not be published in the newspapers.

Please note that Audited Financial Results will be available on the Stock Exchange websites at www.bseindia.com and www.nseindia.com and will also be posted on the website of the Company at www.primesec.com.

The Board Meeting commenced at 4.00 p.m. and concluded at 8.00 p.m.

Yours faithfully, For Prime Securities Limited

AJAY JITENDRA SHAH

Digitally signed by AJAY JITENDRA
SHAH
DN: c=IN, o=Personal,
postalCode=400053, st=Maharashtra postalCode=400053, st=Maharashtra,
25.4.20–40e8398626530141909e793d
4fktb4985e4383b710be464a65d904b0f
7da05,
102049624325b16be54363d904b0f
4erialNomber=9a13513ed2ea20e7ec46
473b943cce2525b1ebe52053f25025504
130a94e7d06, cn

Ajay Shah Company Secretary $(ACS-14359)$

Prime Securities Limited 1109 / 1110, Maker Chambers V, Nariman Point, Mumbai 400 021. CIN: L67120MH1982PLC026724 Website: www.primesec.com

Tel: +91-22-6184 2525 Fax: +91-22-2497 0777

-
Total Revenues for the Year at Rs. 7446 La khs	(Up 58 %)
PST for the Year atRs. 3043 Lalihs
[Pre non-recurring write-off]	Up 70 %) (
h Profit for the Year at Rs. 3240 Lakhs Cas	(Up 114 %)

• A) Revenues recorded for the Year are the highest ever in the history of the Company.
• B) Com pany, as of today, enjoys its highest ever Cash and Cash Equivalents.
• C) Company, as a Category I Merchant Banker, operates exclusively in the Financial Advisory space - Debt & Equity Syndication, IPa and QIP management, Corporate Adv isory, Mergers & Acquisitions and Corporate Rcslrucluring.

For Prime Securities Limited

N. JayakUtnllr Managing Director & Group CEO

MUlllbai, June 19,2020

Prime Securities Limited 1109/ 111 0. Maker Chambers V. Nariman Point, Mumbai "100 0 21, CIN: L67120MH1982PLC026724 WebsIte: www.primesec.com

Tel: +91·22·6184 2525 Fax: +91-22·2497 0777

Walker Chandlok & Co LLP 16th floor, Tower II , Indiabul1s Finance Centre, S8 Marg, Prabhadevi 0N) Mumbai - 400 013 India T +91 22 6626 2699 F +91 226626 2601

Independent Auditor's Report on Consolidated Annual Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

To the Board of Directors of Prime Securities Limited

Opinion

• 1. We have audited the accompanying consolidated annual financial results (,the Statement') of Prime Securities Limited ('the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group'), (refer Annexure 1 for the list of subsidiaries included in the Statement) for the year ended 31 March 2020, attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ('Listing Regulations'), including relevant circulars issued by the SEBI from time to time.
• 1. In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of other auditors on separate audited financial statements of the subSidiaries, the Statement:
• (i) includes the annual financial results of the following entities (refer Annexure 1 for the list of subsidiaries included in the Statement);
• (ii) is presented in accordance with the requirements of Regulation 33 of the Listing Regulations , read with SEBI Circular CIRfCFDfFACf62f2016 dated 5 July 2016 (hereinafter referred to as 'the SEBI Circular'); and
• (iii) gives a true and fair view in conformity with the applicable Indian Accounting Standards ('Ind AS') prescribed under Section 133 of the Companies Act, 2013 (,the Act'). read with relevant rules issued thereunder, and other accounting principles generally accepted in India, of the consolidated net profit after tax and other comprehensive income and other financial information of the Group for the year ended 31 March 2020.

Basis for Opinion

1. We conducted our audit in accordance with the Standards on Auditing ('SAs') specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Statement section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('the ICAI') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and that obtained by other auditors in terms of their reports referred to in paragraph 14 of the Other Matter section below is sufficient and appropriate to provide a basis for our opinion.

Page 1 of 5

Officos in Ber.gaill"u, Chandig,dl, Chennai, Gurugram, Hyderabad, Koc:hi, Kokata, M.!mbai, New Oelhi, Noida and P\Jne

Chartered Accountants

Prime Securities Limited

Independent Auditor's Report on Consolidated Annual Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

Emphasis of Matters

• 1. We draw attention to Note 8 to the accompanying Statement, which indicates that the Company had adopted Ind AS from 1 April 2017 instead of 1 April 2019 and considered transition date as 1 April 2016 which is not in compl iance with Companies (Indian Accounting Standards) (Amendment) Rules, 201 6, dated 30 March 2016. However, management has assessed that the impact of applying the appropriate transition date as well as the possible impact of fines/penalty, if any, on account of such non-compliance on the financial statement of the Company would not be material.
• 1. We draw attention to Note 9 to the accompanying Statement, regarding the restatement done by the management of the Company in accordance with the principles of Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors on account of various adjustments which are further described in the aforesaid note.

OUf opinion is not modified in respect of these matter.

Management's and Those Charged with Governance Responsibilities for the Statement

• 1. The Statement, which is the responsibility of the Holding Company's management and has been approved by the Holding Company's Board of Directors, has been prepared on the basis of the consolidated annual financial statements. The Holding Company's Board of Directors is responsible for the preparation and presentation of the Statement that gives a true and fair view of the consolidated net profit after tax and other comprehensive income, and other financial information of the Group in accordance with the accounting prinCiples generally accepted in India, including the Ind AS prescribed under section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations, including SEBI Circular. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively, for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial results, that give a true and fair view and are free from material misstatement, whether due to fraud or error. These financial results have been used for the purpose of preparation of the Statement by the Directors of the Holding Company, as aforesaid.
• 1. In preparing the Statement, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group, to continue as a going concern , disclosing, as applicable, matters related to going concern and using the going concern basis of accounting, unless the respective Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
• 1. The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of the companies included in the Group.

Auditor's Responsibilities for the Audit of the Statement

1. Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing, specified under section 143(10) of the Act, will always detect a material misstatement, when it exists. Misstatements can arise from fraud or error, and are considered material if, individually, or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Statement.

Prime Securities Limited

Independent Auditor's Report on Consolidated Annual Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

• 1. As part of an audit in accordance with the Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Group, has adequate internal financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group, to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial resultsl financial informationl financial statements of the entities within the Group, to express an opinion on the Statement. We are responsible for the direction, supervision and periormance of the audit of financial information of such entities included in the Statement, of which we are the independent auditors. For the other entities included in the Statement, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
• 11 . We communicate with those charged with governance of the Holding Company regarding, among other matters, the planned scope and timing of the audit and Significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
• 1. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
• 1. We also performed procedures in accordance with SEBI Circular CIR/CFD/CMD1/44/2019 dated 29 March 2019, issued by the SEBI under Regulation 33 (8) of the Listing Regulations, to the extent applicable.

'1Jiis space nas 6een intentionafry [eft 6fanl(

Prime Securities Limited

Independent Auditor's Report on Consolidated Annual Financial Results of the Company Pursuant to the Regulation 33 of the SEal (Listing Obligations and Oisclosure Requirements) Regulations, 2015 (as amended)

Other Matters

1. We did not audit the annual financial statements of 3 subsidiaries included in the Statement, whose financial information reflects total assets of ~ 4311 lakhs as at 31 March 2020, total revenues of ~ 5206 lakhs, total net profit after tax of ~ 1028 lakhs total comprehensive income of ~ (2) lakhs, and cash outflows (net) of ^~ (32) lakhs for the year ended on that date, as considered in the Statement. These annual financial statements have been audited by other auditors whose audit reports have been furnished to us by the management, and our opinion in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the audit reports of such other auditors, and the procedures performed by us as stated in paragraph 10 above.

Our opinion is not modified in respect of this matter.

The Statement includes the annual financial information of 1 subsidiary, which has not been audited, whose annual financial information reflect total assets of ~ 5 lakhs as at 31 March 2020, total revenues of ~ Nil, total net profit/(loss) ~ Nil, total comprehensive incomelloss of ~ Nil for the year ended 31 March 2020, and cash flow (net) of ~ Nil for the year then ended, as considered in the Statement. This financial information has been furnished to us by the Holding Company's management. Our opinion on the Statement, and our report in terms of Regulation 33 of the Listing Regulations, read with SESI Circulars, in so far as it relates to the aforesaid subsidiary, are based solely on such unaudited financial information. In our opinion, and according to the information and explanations given to us by the management, this financial information is not material to the Group.

Our opinion is not modified in respect of this matter.

• 1. The Statement includes the consolidated financial results for the quarter ended 31 March 2020, being the balancing figures between the audited consolidated figures in respect of the full financial year and the published unaudited year-to-date consolidated figures up to the third quarter of the current financial year, which were subject to limited review by us.
• 1. The audit of consolidated financial results for the corresponding quarter and year ended 31 March 2019 included in the Statement was carried out and reported by Mis. Gandhi & Associates LLP, Charterred Accountants, who have expressed qualified opinion vide their audit report dated 18 May 2019, whose report have been furnished to us and which have been relied upon by us for the purpose of our audit of the Statement.
• 1. The comparative financial information of the opening balance sheet as at 1 April 2018 in these consolidated financial results which is restated as mentioned in the aforesaid para 5 are based on the previously issued financial statement for the year ended 31 March 2018 were audited by previous auditors, Mis. Gandhi & Associates LLP, Chartered Accountants, who have expressed qualified opinion vide their audit report dated 29 May 2018, whose report have been furnished to us, and which have been relied upon by us for the purpose of our audit of the Statement.

For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No:001076N/N500013

SUDHIR NARAYANA PILLAI

Digitally signed by SUDHIR NARAYANA PILLAI Date: 2020.06.19 19:24:08 +05'30'

Sudhir N. Pillai Partner Membership No:1 05782

UDIN: 20105782AAAAEU9109

Place: Mumbai Date: 19 June 2020

Prime Securities Limited

Independent Auditor's Report on Consolidated Annual Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

Annexure 1

List of entities included in the Statement

• 1. Primesec Investments Limited
• 1. Prime Research & Advisory Limited
• 1. Prime Commodities Broking (India) Private Limited
• 1. Prime Funds Management Limited

This space has been intentionally left blank

PRIME SECURITIES LIMITED - CONSOLIDATED

Regd, Office : 110911110, Mahr Chambers V. N:trim:m Poin!. I>lumb:li 400021

Tel: +91 -22-61842525 F:!.,\;: +91 22-24 ~n077 ⁷Website: www.primesec,com Em:til: primc'q:primescc.com

CIN: LG7120~HI9S2PLC026724

STATEMENT OF CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MA RCH 31, 2020

				(Rs. in Lakhs, unless otherwise stated)
For the Quarter ended			For the Year ended
Particulars	31-i\lar-20	31 -Dec- 19	3 1-J\lar-19	31-Mar-201	31-1\lar- 19
	(Unaudited)"	(Unaudiled)#	(Unaudited)"#	Audited	Audited#
Revenue from operations
(i) Interest income	25	31	16	7'	40
(ii) Dividend Income	0		0	0	, 17
(iii) Renlal Income		2		4
(iv) Fees and commission income	3,081	1,352	1,344	7,366	4,586
(v) Net gain on fair value changes	9	16	19		42
Rennue from operations	3,115	1,401	1,380	7,·U5	, 4,690
II Other income			5	I
lU Total in come (1+11)	116	._1 .• 401	1,385	7,446	4,695
Expenses
i) Finance cost	6	3	3	22	17
ii) Fees and commission expense	817	552	7'	1,880	720
jii) Net loss on fair value changes				129
iv) Impainnent on Financial Assets	1,452	339	138	1,969	138
v) Employee benefit expense	71'	380	678	1,847	1,748
vi) Depreciation & amortisation expense	33	21	12	99	29
vii) Other expenses	179	111	94	426	396
IV Total expenses	3,202_ ·N	1,408	999 . 386	~,3 7!_	1!:1:!
V Profit J (loss) btJore tax (111- IV)	(86)	(7)		1,074	1.,647
VI Tax expenses J (credits)
- Current tax	11	104	77	269	390 (6)
- Deferred tax liabilities I (assets)	16	(I)	(6) 315	16 789	!,163
vn Profit I (Los~) after tax from c!!.!!tinuing operations (V - VI)	(113)	(110)
VIII Other comprehensive income
A. (1) Items that will not be reclasified to profit or loss (a) Remeasurement of defined employee benefit plans	(I)	(1)	(4)	(9)	(10)
			2	3	2
(II) Income Tax relating to items that will not be reclassified to profit or loss
B. (I) Items that will be reclasified to profit or loss
(II) Income Tax relating to items that will be reclassified to profit or loss
IX Total Comprehensive Income for the period I year (VII-VIII) (Comprising
Ilrolit J (loss) and other Comprehensive Income for the period I year)	(113)	(Ill)	313	783	1,255
					1,330
X (i) Paid-Up Equity Share Capital (Face Value Rs. 5/- each)	1,330	1,330	1,330	1.330 3,200	2,028
(ii) Other Equity XI Earning/(Ioss) per Equity Share for continuing operation (face value Rs.5
per equity share
(Rs. not annualised fo r the quarters and period ended) - Basic (amount in Rs.)	(OA3)	(OAI)	1.19	2.98	4.76
- Di luted (amount in Rs.)	(OA2)	(OAI)	l.l8	2.95	4.75
Refer Note 12
# Refer Note 9

Prime Securities Limited

Regd. Office: 1109/1110, Maker Chambers V, Nariman Point, Mumbai 400021 (CIN: L67120MH1982PLC026724)

Tel: +91-22-61842525 Fax: +91-22-24970777 Website: www.primesec.com Email: prime@primesec.com

CIN: L67120MH1982PLC026724

Consolidated statement of Assets & Liabilities

			(Rs. in Lakhs, unless otherwise stated)
Particulars	As at	As at	As at
	March 31, 2020	March 31, 2019	April 1, 2018
	(Audited)	(Audited)#	(Audited)#
ASSETS
Ι. Financial assets
a) Cash and cash equivalents	201	87	11
b) Bank balance other than (a) above	1,439	347	525
Receivables $\mathbf{c})$
(i) Trade receivables	439	2,211	130
(ii) Other receivables	393	518	526
d) Loans	$\bf{0}$	100	200
e) Investments	189	275	164
Other financial assets f)	2,249	884	363
	4,910	4,422	1,919
Non-financial assets H.
Current tax assets (net) a)	550	69	97
b) Deferred tax assets (net)	84	98	89
Property, plant and equipment C)	374	201	38
Capital work-in-progress d)			$\blacksquare$
Other intangible assets e)	$\overline{4}$	5	$\mathbf{1}$
Other non-financial assets f)	245	63	170
	1,257	436	395
TOTAL ASSETS	6,167	4,858	2,314
LIABILITIES AND EQUITY
Financial liabilities I.
a) Payables
Trade payables (i)
- Total outstanding dues of micro enterprises and small enterprises
Total outstanding dues of creditors other than	245	43
micro enterprises and small enterprises			34
b) Borrowings	44	383	797
c) Other financial liabilities	533	233	55
	822	659	886
Non-financial liabilities П.
a) Current tax liabilities (net)	×	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$
b) Provisions	504	655	242
c) Other non-financial liabilities	311	186	28
	815	841	270
III. Equity
a) Equity share capital	1,330	1,330	1,330
b) Other equity	3,200	2,028	(172)
	4,530	3,358	1,158
TOTAL LIABILITIES AND EQUITY	6,167	4,858	2,314

Refer note 9

Prime Securities Limited

Regd. Office : 1109/1110, Maker Chambers V, Nariman Point, Mambai 400021

Tel: +91-22-61842525 Fax: +91-22-24970777 Website: www.primosec.com Email: prime@primosec.com

CIN: 1,67120MH1982PLC026724

Consolidated statement of Cash flow for the year ended 31 March 2020

	(Rs. in Lakhs, unless otherwise stated)
		Year ended	Year ended
Particulars		March 31, 2020	March 31, 2019
Cash flow from operating activities:
Profit before tax		1,065	1,637
Adjustments for:
Depreciation and amortisation expense		99	29
Changes in fair valuation of investment (net) through profit or loss		130	(43)
(Profit)/ Loss on sale of property, plant and equipments (net)		16	6
Gain on sale of investments (net)		(1)	(4)
Interest Expense		22	17
Interest income on deposits		(75)	(40)
Dividend income		(0)	(17)
Share based payment to employees		383	78
Operating profit before working capital changes		1,639	1,663
Adjustments for changes in working capital:
(Decrease) / Increase in provisions
Increase / (Decrease) in trade payables		202	9
Increase/ (Decrease) in other financial liabilities		300	178
(Decrease)/ Increase in provisions		(151)	413
Increase/ (Decrease) in other non-financial liabilities		125	158
(Increase)/ Decrease in Loans		100	100
(Increase)/ Decrease in other financial assets		(1, 365)	(521)
(Increase)/ Decrease in other receivables		(0)	9
Decrease/ (Increase) in trade receivables		1,897	(2,081)
Decrease/ (Increase) in other bank balances		(1,092)	178
Decrease/ (Increase) in other non-financial assets		(183)	107
Total changes in working capital		(167)	(1, 450)
Cash generated from operations		1,472	213
Taxes paid, net of refunds		(743)	(363)
Net cash generated/(used) from operating activities	(A)	729	(150)
Cash flow from investing activities:
Purchase of property, plant and equipments including capital work-in-progress		(332)	(208)
Proceeds from sale / disposal of property, plant and equipments		44	6
Purchase of Investments		(42)	(64)
Interest income		75	40
Dividend received		$\mathbf{0}$	17
Net cash generated/(used) from in investing activities	(B)	(255)	(209)

Prime Securities Limited
Regd. Office: 1109/1110, Maker Chambers V, Nariman Point, Mumbai 400021
Tel: +91-22-61842525 Fax: +91-22-24970777 Website: www.primosec.com Email: prime@primosec.com
CIN: L67120MH1982PLC026724
Consolidated statement of Cash flow for the year ended 31 March 2020
			(Rs. in Lakhs, unless otherwise stated)
	Year ended		Year ended
Particulars	March 31, 2020		March 31, 2019
Cash flow from financing activities:
Application Money against warrants		٠	866
Borrowings repaid during the year		(338)	(414)
Interest Paid		(22)	(17)
Interim dividend (including dividend distribution tax) paid
Net cash from/ (used in) financing activities before exceptional items		(360)	435
Exceptional items		$\blacksquare$	$\omega_{\rm c}$
Net cash generated/(used) in financing activities	(C)	(360)	435
Net Increase / (Decrease) in cash and cash equivalents $(A+B+C)$		114	76
Cash and cash equivalents at the beginning of the year		87	11
Cash and cash equivalents at the end of the year		201	87
Total		114	76
Notes:
1) Cash and cash equivalents comprise of
Cash on hand		1	$\mathbf{I}$
Balances with banks
In current account		200	86
Demand deposits (less than 3 months maturity)		S.	u.
		201	87
Book overdraft
Cash and cash equivalents		201	87

The above Statement of Cash Flows has been prepared under indirect method as set out in Ind AS 7, 'Statement of Cash Flows', as specified under section 133 of the Companies Act, 2013 read with the Companies (Indian Account

Consolidated Notes:

• I The above consolidated financial results have been prepared in accordance with the recognition and measurement principles of Ind AS prescribed under Section 133 of the Companies Act, 20\3 read with the relevant rules issued thereunder and other accounting principles genera1iy accepted in India. The consolidated financial results were reviewed by Audit Commillee and taken on record by the Board of Directors at its Meeting held on June 19, 2020. The results for the year ended 31 March 2020 have been audited by the statutory auditors of the company.
• The Consolidated financial results include the audited financial results of the wholly-owned subsidiaries Primesec Investments limited, Prime Research & Advisory limit.:d, Prime Commodities Broking (India) limited and Prime Funds Management Limited.
• 3 Employee benefit expense include employee slock option expenses and ex-gratia
• 4 Other Comprehensive Income represents net aeturial gain I (loss) on employee defined benefit obligation.
• The SARS-CoV-2 virus responsible for COVlD 19 continues to spread across the globe and India, which has contributed to a signific:lnt decline and volatility in global and Indian Financial Markets and a significant decrease in the economic activities. On II March 2020, the COVID-19 outbreak was declared as a global pandemic by the World Health Organisation. In view of the complete lackdown , we have moved to a 100% work from home mode of operation and we have been able to conduct business without any interruption during this period using digital tools. All our employees have been able to work remotely and securely. We will gradually open our physical offices once permitted based on the guidelines and rules issued by the governments.

The Company belicvcs that it has taken into account all the possible impact of known events arising out of COVID 19 pandemic in the preparation of financial results. However Ihe impact assessment ofCOVID 19 is a continuing process given ils nature and duration. The Company will continue to monitor for any material changes to future economic conditions

• 6 Board of Directors had on January 9, 2020 approved Ihe Scheme of Arrangement, under Sections 230 to 232 read with Section 66 & Seclion 52 & other applicable provisions of the Companies Act, 2013 and the rules & regulations made thereunder, comprising merger of wholly -owned subsidiaries. Primesec Investments Limited & Prime Commodities Braking (India) Limited into the Company, which is subject to necessary approvals by Slock exchanges, SEBI, shareholders and creditors, as may be applicable, and jurisdictional bench of National Company Law Tribunal and such other statutory / regulatory approvals, as may be required.
• The Taxation Laws (Amendment) Ordinance, 2019 contain substantial amendments in the Income Tax Act 196 I and the Finance (No.2) Act, 2019 to provide an option to domestic companies to pay income tax at a concessional rate. However, the Company has elected 10 not to apply the concessional tax rate and continue with prevailing tax rate.
• 8 The Company had adopted IND AS from 1 April 2017 and comparative financial infonnation for the year ended 31 March 2018 and transition date opening balance sheet as at I April 2016 were prepared in accordance with Ind AS. The Company being a listed NBFC with a net-worth of less than Rs. 500 crores, should have adopted Ind AS from I April 2019 with transition date being I April 2018 in accordance with Companies (Indian Accounting Standards) (Amendment) Rules, 2016, dated 30 March 2016.

The Management has ascertained the impact of change in transition date from I April 2016 to 1 April 2018 which has an insignificant impact on the equity and the management believes that no adjustment is required in the financial statements for the current year.

Further, the Management has also sought legal opinion to ascertain the Qualitative and Quantitative impact. for the conlTavention of Companies (Indian Accounting Standards) (Amendment) Rules, 2016, dated 30 March 2016 and believes that the same is not material to the financial statements.

Furthcr, the Ministry of Corporate Affairs (MCA), vide its notification dated October I 1,2018 issued Division III of Schedule Ill, which provides the fonnat for fi nancial Statements of Non-Banking Financial Companies, as defined in the Companies (Indian Accounting Standards) (Amendments) Rules 2016. These Financial Statements have been prepared in accordance with Division Ill. The corresponding figures for the year ended March 2019 has been reclassified to comply with the requirements of the Division Ill.

9 In accordance with the requirements of Indian Accounting Standards (INO AS) - 8, "Accounting Policies, Changes in Accounting Estimates and Errors" - management has restated certain account balances for the comparative year/quarters in order to comply with the accounting principles enunciated under Ihe relevant JND-AS's.

a) Depreciation Expense for the quarter ended 31 March 2019 and year ended 31 March 2019 aggregating to Rs. 12 lakhs and Rs. 29 lakhs have been adjusted on account of reversal of depreciation expense pertaining to reclassification of PPE to 'Other receivable' as per Ind AS 16 to the financial asset to the tune of Rs. 2 lakhs and Rs. 9 lakhs respectively for the quarter and year ended 31 March 2019.

Accordingly, opening reserve as on 1 April 2018 is adjusted to the tune of Rs. 146 lakhs on acoun! of reversal of the aforesaid depreciation .

b) Employee Benefit Expenses and other expenses for the quarter and year ended 31 March 2019 aggregating to Rs. 244 Lacs and Rs. 439 Lacs respectively and Employee Benefit Expenses anlounting 10 Rs. 65 Lacs for quarter ended 31 December 2019 ha.s been adjusted on account of expenses related to perfonnance bonus and ex gratia.

• 10 The Group has identified two reportable segments (i) Financial Advisory & Intennediation services and (ii) Brokerage from mutual fund distribution as per lnd AS 108. However, the segment "Brokerage from mutual fund distribution" does not exceed the quantitative thresholds as prescribed by paragraph 13 of Ind AS 108. Hence, the entity has not reported separate information for each operating segment.

• II Effective I st April, 2019. the Company adopted Ind AS I 16 "Leases" using the cumulative catch-up approach. In accordance with the cumulative catch-up lTansition method, the comparatives have not been retrospectively adjusted.

• 12 The ligures for the last quarter of the current year and of the previous year are the balancing figures between audited figures in respect of the full financial year and the published year-to-date figures up 10 third quarter.

• 13 The amounts reflected as "0" in the Financiallnfomlation are \'alues with less than rupees one lakhs.
• 14 Previous quarter and period/year ended figures have been regroupedfreclassified, wherever found necessary, to eonfinn to the current quarter/periodfyear end presentation.

	For Prime Securities limited
JAYAKUMAR NARAYANSWAMI	----- ----- ---------

Mumbai June 19.2020

N. Jayakuma r Managing Directo r & G roup CEO

Walker Chand 10k & Co LLP 16th floor, Tower II, Indiabulls Finance Centre, S8 Marg, Prabhadevi 0N) Mumbai - 400013 India T +91 22 6626 2699 F +91 22 66262601

Independent Auditor's Report on Standalone Annual Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

To the Board of Directors of Prime Securities Limited

Opinion

• 1. We have audited the accompanying standalone annual financial results ('the Statement') of Prime Securities Limited ('the Company') for the year ended 31 March 2020, attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ('Listing Regulations'), including relevant circulars issued by the SEBI from time to time.
• 1. In our opinion and to the best of our information and according to the explanations given to us, the Statement:
• (i) is presented in accordance with the requirements of Regulation 33 of the Listing Regulations, read with SEBI Circular CIR/CFD/FAC/62/2016 dated 5 July 2016 (hereinafter referred to as 'the SEBI Circular'), and
• (ii) gives a true and fair view in conformity with the applicable Indian Accounting Standards ('Ind AS') prescribed under Section 133 of the Companies Act, 2013 ('the Act') , read with relevant rules issued thereunder, and other accounting principles generally accepted in India, of the standalone net loss after tax and other comprehensive income and other financial information of the Company for the year ended 31 March 2020.

Basis for Opinion

1. We conducted our audit in accordance with the Standards on Auditing ('SAs') specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor's Responsibifities for the Audit of the Statement section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('the ICAI') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Page1 of4

Offices in BOrlgallxu, Chandigah, Channa!, Gurugram, Hydarabad, Koehl. Kolkata, Mumbai, NewOai1i, Nokia and Puna

Walker Chandiok & Co LLP i s registered with limited liability with Identification number AAC·2085 and ilS registered office all·41 Conneught Circus, New Delhi, 110001, India

Chartered Accountants

Prime Securities Limited

Independent Auditor's Report on Standalone Annual Financial Results of the Company Pursuant to the Regulation 33 of the SEB! (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

Emphasis of Matters

• 1. We draw attention to Note 7 to the accompanying Statement, which indicates that the Company had adopted Ind AS from 1 April 2017 instead of 1 April 2019 and the considered transition date as 1 April 2016 which is not in compliance with Companies (Indian Accounting Standards) (Amendment) Rules, 2016, dated 30 March 2016. However, management has assessed that the impact applying the appropriate transition date as well as the possible impact of fines/penalty, if any, on account of such non-compliance on the financial statement of the Company would not be material.
• 1. We draw attention to Note 8 to the accompanying Statement, regarding the Company's investments in and inter-company deposit extended to Primesec Investments Limited (PIL), a wholly owned subsidiary aggregating Rs. 4,9451akhs (31 March 2019: Rs. 5072lakhs) as at 31 March 2020, which are considered as fully recoverable by the management based on the valuation performed by an independent valuation expert. However, these are dependent on certain assumptions and estimates considered by the management, the appropriateness of which is dependent upon the realisation of the related business plans.
• 1. We draw attention to Note 10 to the accompanying Statement, regarding the restatement done by the management of the Company in accordance with the principles of Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors on account of various adjustments which are further described in the aforesaid note.

Our opinion is not modified in respect of these above matters.

Management's and Those Charged with Governance Responsibilities for the Statement

• 1. This Statement has been prepared on the basis of the standalone annual financial statements. The Company's Board of Directors is responsible for the preparation and presentation of the Statement that gives a true and fair view of the net profiVloss and other comprehensive income and other financial information of the Company in accordance with the accounting principles generally accepted in India, including Ind AS prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India, and in compliance with Regulation 33 of the Listing Regulations including SEBI Circular. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
• 1. In preparing the Statement, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
• 1. The Board of Directors is also responsible for overseeing the Company's financial reporting process.

Prime Securities Limited

Independent Auditor's Report on Standalone Annual Financial Results of the Company Pursuant tathe Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

Auditor's Responsibilities for the Audit of the Statement

• 1. Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing, specified under section 143(10) of the Act, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Statement.
• 1. As part of an audit in accordance with the Standard s on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
• Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.
• 1. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
• 1. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Prime Securities Limited

Independent Auditor's Report on Standalone Annual Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

Other Matters

• 1. The Statement includes the financial results for the quarter ended 31 March 2020, being the balancing figures between the audited figures in respect of the full financial year and the published unaudited year-to-date figures up to the third quarter of the current financial year, which were subject to limited review by us.
• 1. The audit of standalone financial results for the corresponding quarter and year ended 31 March 2019 included in the Statement was carried out and reported by Mis. Gandhi & Associates LLP, Chartered Accountants, who have expressed qualified opinion vide their audit report dated 18 May 2019, whose report have been furnished to us, and which have been relied upon by us for the purpose of our audit of the Statement.
• 1. The comparative financial information of the opening balance sheet as at 1 April 2018 in these standalone financial results which is restated as mentioned in the aforesaid para 6 above is based on the previously issued financial statement for the year ended 31 March 201 8, and were audited by previous auditors, Mis. Gandhi & Associates LLP, Chartered Accountants who have expressed qualified opinion vide their audit report dated 29 May 2018, whose report have been furnished to us, and which have been relied upon by us for the purpose of our audit of the Statement.

For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No:001 076N/N500013

SUDHIR NARAYANA PILLAI

Digitally signed by 5UDHIR NARAYANA PILLAI Date: 2020.06.19 19:23:11 +05'30'

Sudhir N. Pillai Partner Membership No: 1 05782

UDIN: 20105782AAAAET2100

Place: Mumbai Date: 19 June 2020

PRIME SECURITIES LIMITED

Regd. Office : 1109/1110, Maker Chambers V, Nariman Point, Mumbai 400021

Tel: +91-22-61842525 Fax: +91-22-24970777 Website: www.primesec.com Email: prime@primesec.com

(CIN: L67120MH1982PLC026724)

STATEMENT OF STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2020

(Rs. in Lakhs, unless otherwise stated) For the quarter ended For the year ended Particulars $31-Mar-20$ $31-Mar-19$ $31-Mar-20$ $31 - Dec-19$ 31-Mar-19 (Unaudited)# (Unaudited)*# (Audited) (Audited)# (Unaudited)* I Revenue from Operations 36 27 27 (i) Interest income 12 55 (ii) Rental Income $\overline{4}$ $\overline{5}$ $\mathbf{1}$ $\mathbf{1}$ $\Delta \tau$ $12$ $\overline{0}$ 2,225 1,038 (iii) Fee and commission income 900 16 41 41 (iv) Net gain on fair value changes Total Revenue from operations 912 65 69 2,284 1,111 65 II Other Income 65 260 ò. 977 130 69 2,544 1,111 III Total income (I+II) Expenses $\overline{\mathbf{8}}$ $\overline{4}$ i) Finance cost $\overline{3}$ $\mathbf{I}$ -1 540 ii) Fee and commission expense 500 $\tilde{\phantom{a}}$ $\omega$ цÚ. iii) Net Loss on fair value changes $\overline{0}$ 33 $\overline{a}$ 77 889 77 iv) Impairment on financial instruments 703 186 825 209 292 836 v) Employee Benefit Expenses 254 34 17 vi) Depreciation and amortisation expense 17 6 $\overline{7}$ 73 81 422 264 vii) Other Expenses 132 458 2,762 1,187 475 IV Total expenses 1.610 $(218)$ $(76)$ V Profit / (loss) before tax (III - IV) $(633)$ $(345)$ $(389)$ VI Tax expenses / (credits) $(112)$ $(2)$ - Current tax $(36)$ $(41)$ ÷. 23 $(8)$ - Deferred tax liabilities / (assets) 23 $(1)$ $(8)$ VII Profit / (loss) after tax from continuing operations $(V - VI)$ $(303)$ $(269)$ $(239)$ $(68)$ $(620)$ VIII Other comprehensive income A. (I) Items that will not be reclasified to profit or loss $(3)$ $(7)$ $(9)$ (a) Remeasurement of defined employee benefit plans $(2)$ $\overline{1}$ $\overline{2}$ $\overline{2}$ $\overline{2}$ (II) Income Tax relating to items that will not be reclassified to profit or loss $(0)$ $\overline{1}$ B. (I) Items that will be reclasified to profit or loss $\overline{\phantom{a}}$ $\bar{\omega}$ $\sim$ $\overline{\phantom{a}}$ ш. $\sim$ ÷ (II) Income Tax relating to items that will be reclassified to profit or loss $\blacksquare$ $\sim$ $\sim$ IX Total Comprehensive Income for the period / year (VII-VIII) (Comprising profit) $(75)$ $(301)$ $(270)$ $(244)$ $(622)$ / (loss) and other Comprehensive Income for the period / year) 1,330 1.330 1,330 1,330 X (i) Paid-Up Equity Share Capital (Face Value Rs. 5/- each) 1,330 6,098 5,959 (ii) Other Equity XI Earning/(loss) per Equity Share for continuing operation (face value Rs.5 per equity share (Rs. not annualised for the quarters and period ended) $(1.01)$ $(0.90)$ $(0.26)$ $(1.14)$ $(2.34)$ - Basic (amount in Rs.) $(0.26)$ $(0.90)$ - Diluted (amount in Rs.) $(2.31)$ $(1.13)$ $(1.00)$ * Refer Note 13 # Refer Note 10

Prime Securities Limited

Regd. Office: 1109/1110, Maker Chambers V, Nariman Point, Mumbai 400021

Tel: +91-22-61842525 Fax: +91-22-24970777 Website: www.primesec.com Email: prime@primesec.com

(CIN: L67120MH1982PLC026724)

Standalone statement of Assets and Liabilities

			(Rs. in Lakhs, unless otherwise stated)
	Particulars	As at	As at	As at
		March 31, 2020	March 31, 2019	April 1, 2018
		(Audited)	(Audited)#	(Audited)#
	ASSETS
Ι.	Financial assets
	a) Cash and cash equivalents	166	20	6
	b) Bank balance other than (a) above	185
	c) Receivables
	(i) Trade receivables	267	561	65
	(ii) Other receivables	393	393	396
	d) Loans	4,525	4,604	5,067
	Investments e)	2,122	1,876	909
	Other financial assets f)	40	347	348
		7,698	7,801	6,791
П.	Non-financial assets
	a) Current tax assets (net)	383	215	157
	b) Deferred tax assets (net)	78	99	89
	c) Property, plant and equipment	271	55	32
	d) Other intangible assets e) Other non-financial assets	1 30	1 26	$\mathbf{1}$ 88
		763	396	367
	TOTAL ASSETS	8,461	8,197	7,158
	LIABILITIES AND EQUITY
I.	Financial liabilities
	a) Payables
	(i) Trade payables
	- Total outstanding dues of micro enterprises
	and small enterprises
	Total outstanding dues of creditors other than micro enterprises and small enterprises	17	24	32
	b) Borrowings	23	202	459
	c) Other financial liabilities	226	16	$\overline{c}$
		266	242	493
II.	Non-financial liabilities
	a) Provisions	490	649	233
	b) Other non-financial liabilities	277	17	13
		767	666	246
	III. Equity a) Equity share capital	1,330	1,330	1,330
	b) Other equity	6,098	5,959	5,089
		7,428	7,289	6,419
	TOTAL LIABILITIES AND EQUITY	8,461	8,197	7,158

Refer note 10

Prime Securities Limited

Regd. Office : 1109/1110, Maker Chambers V, Nariman Point, Mumbai 400021

$\mathcal{R}$

Tel: +91-22-61842525 Fax: +91-22-24970777 Website: www.primesec.com Email: prime@primesec.com

CIN: L67120MH1982PLC026724

Standalone Statement of Cash Flow for the year ended 31 March 2020

		(Rs. in Lakhs, unless otherwise stated)
Particulars		For the Year ended	For the Year ended
		March 31, 2020	March 31, 2019
Cash flow from operating activities:
Profit before tax		(225)	(85)
Adiustments for:
Depreciation and amortisation expenses		34	17
Changes in fair valuation of investment (net) through profit or loss		32	(41)
(Profit)/ Loss on sale of property, plant and equipments (net)			6
Interest on finance lease		$\overline{4}$
Interest Expense		$\overline{2}$	$\overline{4}$
Interest income		(48)	(27)
Dividend income		(0)	(0)
Share based payment to employees		105	$\overline{7}$
Impairment on financial instruments		889	77
Operating profit before working capital changes		793	(42)
Adjustments for changes in working capital:
(Decrease) / Increase in provisions
Increase / (Decrease) in trade payables		(6)	(8)
Increase/ (Decrease) in other financial liabilities		(17)	15
(Decrease)/ Increase in provisions		(159)	415
Increase/ (Decrease) in other non-financial liabilities		260	5
(Increase)/ Decrease in other receivables		$\bar{a}$	$\overline{4}$
Decrease/ (Increase) in trade receivables		(267)	(497)
Decrease/ (Increase) in other non-financial assets		(4)	(15)
Total changes in working capital		(193)	(81)
Cash generated from operations		600	(123)
Taxes paid, net of refunds		(167)	(58)
(Increase)/ Decrease in Current tax assets (net)		(169)	(58)
Current tax expense		$\overline{2}$	$\blacksquare$
Net cash generated/(used) from operating activities	(A)	433	(181)
Cash flow from investing activities:
Purchase of property, plant and equipments		(10)	(51)
Proceeds from sale / disposal of property, plant and equipments			6
Purchase of Investments		(0)	(855)
Movement in Loans to Subsidiaries		79	463
Decrease/ (Increase) in other bank balances		(184)	$\blacksquare$
Interest income		46	27
Net cash generated/(used) from in investing activities	(B)	(69)	(410)

Prime Securities Limited
Regd. Office : 1109/1110, Maker Chambers V, Nariman Point, Mumbai 400021
Tel: +91-22-61842525 Fax: +91-22-24970777 Website: www.primesec.com Email: prime@primesec.com
CIN: L67120MH1982PLC026724
Standalone Statement of Cash Flow for the year ended 31 March 2020
			(Rs. in Lakhs, unless otherwise stated)
For the Year ended For the Year ended Particulars
		March 31, 2020	March 31, 2019
Cash flow from financing activities:
Application Money against warrants			866
Borrowings repaid during the year		(178)	(257)
Interest Paid		(2)	(4)
Payment of Lease Liability		(18)	$\blacksquare$
Payment of Security Deposit		(20)	(0)
Net cash generated/(used) in financing activities	(C)	(218)	605
Net Increase / (Decrease) in cash and cash equivalents (A+B+C)		146	14
Cash and cash equivalents at the beginning of the year		20	6
Cash and cash equivalents at the end of the year		166	20
Total		146	14
Notes:			$\qquad \qquad \blacksquare$
1) Cash and cash equivalents comprise of
Cash on hand			$\mathbf{0}$
Balances with banks
In current account		165	19
Cash and cash equivalents		166	20

The above Statement of Cash Flows has been prepared under indirect method as set out in Ind AS 7, 'Statement of Cash Flows', as specified under section 133 of the Companies Act, 2013 read with the Companies (Indian Account

Standalone Notes:

• I The above standalone financial results have been prepared in accordance with the recognition and measurement principles of Ind AS prescribed under Settion 133 of the Compani es Act, 2013 read with the relevant rules issued thereunder and other accounting principles generally accepted in India. The standalone financial results were reviewed by Audit Committee and taken on record by the Board of Directors al its Meeting held on June 19, 2020. llle results for the year ended 31 March 2020 have been audited by the statutory auditors of the company.
• 2 Employee benefit expense include employee stock option expenses and ex-gratia.
• Other Comprehensive Income represents net acturial gain / (loss) on employee defined benefit obligation.
• 4 The SARS-CoV-2 virus responsible for COVID -1 9 continues to spread across the globe and India, which has contributed to a significant tlecline and volatility in global and Indian Financial Markets and a significant decrease in the economic activities. On II March 2020, the COVID- 19 outbreak was declared as a global pandemic by the World Health Organisation. In view of the complete lockdo ..... ll. we have moved 10 a \00% work from home mode of oper.:uion and we have been able to conduct business without :my interruption during this period using digital tools. All our employees have been able to work remotely and securdy. We will gradually open our physical offices once pennilted based on the guidelines and rules issued by the governments. The Company believes that it has taken into account all thc possible Impact of known events arising out of COVlO 19 pandemic in the preparation of financial results. However the impact assessment of COVlO 19 is a continuinlZ oro(.;ess I!:iven its nature and duration. The Comonn\' \oill continue to monitor for an\' material chanlles to futu re economic conditions.
• 5 Board of Directors had on January 9. 2020 approved the Schemc of Arrangenlcnt, under Sections 230 to 232 read with Section 66 & Section 52 & other applicable provisions of the Companies Act, 2013 and the rules & regulations made thereunder, comprising merger of wholly -owned subsidiaries, Primesec Investments Limited & Prime Commodities Braking (Ind ia) Limited into the Company. which is subje(.;t to necessary approvals by stock exchanges, SEBI, shareholders and creditors. as may be applicable, and jurisdictional bench of National Company Law Tribunal and such other statutory I regulatory approvals, as may be required .
• 6 The Ta.xation Laws (Amendment) Ordinance, 2019 conlain substantial amendments in the Income Tax Act 1961 and the Finance (No.2) Act, 2019 to provide an option to domestic companies to pay income tax at a concessional rate. However, the Company has elected to not to apply the concessional tax rate and continue with prevailing tax: rate.
• 7 The Company had adopted IND AS from I April 2017 and comparative financial information for the year ended 31 March 2018 and transition date opening balance sheet as at I April 2016 were prepared in accordance \"ith Ind AS. The Company being a listed NBFC with a net-worth of less than Rs. 500 crores, should have adopted Ind AS from I April 2019 with transition date being I April 2018 in accordance with Companies (Indian Accounting Standards) (Amendment) Rules, 2016, dated 30 March 2016.

The Management has ascertained the impact of change in transition date from I April 2016 to I April 2018 which has an insignificant impact on the equity and the management believes that no adjustment is required in the financial statements for the current year.

Further, the Management has also sought legal opinion to ascertain the qualitative and quantitative impact, for the contravention of Companies (Indian Accounting Standards) (Amendment) Rules, 2016, dated 30 March 20 16 and believes that the same is not material to the financial statements.

Further, the Ministry of Corporate Affairs (MeA), vide its notification dated October II, 2018 issued Division III of Schedule III, which provides the fonnat for financial Statements of Non-Banking Financial Companies, as defined in the Companies (Indian Accounting Standards) (Amendments) Rules 2016. These Financial Statements have been prepared in accordance with Division III. The corresponding figures for the year ended March 2019 has been retlassified to comply with the requirements of the Division ill..

• 8 No provision has been made in the carrying value of financial exposure in the subsidiary (PIL) having regard to the erosion in the net worth, as the management is confident of generating sufficient income to restore its networth based on the valuation report obtained from an independent valuation expert.
• 9 Other income includes, Business Support Service income, for the quarter and year ended 31 March 2020 aggregating to Rs. 65 Lakhs and Rs. 260 Lakhs charged from its subsidiary company (PIl.) in accordance with the cost sharing agreement between the group companies.
• 10 In accordance with the requirements of Indian Accounling Standards (IND AS) 8, "Accounting Policies, Changes in Accounting Estimates and Errors" management has restated certai n account balances for the comparative year I quartcrs in order to comply with the accounting principles enunciated under the relevant IND-AS's.

a) Employee Benefit Expenses for the quarter and year ended 31 March 20 19 aggregating to Rs. 292 lakhs and Rs. 825 lakhs respectively. have been adjusted on account of de-recognition of expenses pertaining to share based payment transactions of subsidiaries employees, which was earlier charged to the holding company to the tune of Rs. 46 Lakhs and 71 Lakhs for the quarter and year ended 31 March 2019 respectively, and correspondingly recognized as deemed investment in subsidiaries.

b) Depreciation Expense for the quarter ended 31 March 2019 and year ended 31 March 2019 aggregating to Rs. 6 lakhs and Rs. 17 lakhs have been adjusted on account of reversal of depreciation expense pertaining to retlassification of PPE to 'other Receivable' as per Ind AS 16 to the financial asset to the tune of Rs. 2 lakhs and Rs. 9 lakhs respectively for the quarter and year ended 31 March 2019.

Accordingly, opening reserve as on I April 20 18 is adjusted to the tunc of Rs. 146 lakhs on aeount of reversal of the aforesaid depreciation.

c) Employee Benefit Expenses and other expenses for the quarter and year ended 31 March 2019 aggregating to Rs. 154 Lakhs and Rs. 349 Lakhs respectively and Employee Benefit Expenses amounting to Rs. 65 Lacs for quarter ended 31 December 20 19 has been adjusted on account of expenses related to performance bonus and ex gratia.

d) Other income for the quarter ended 31 December 2019 aggregating to Rs. 65 Lakhs adjusted on account of income from Business Support Service charged 10 its subsidiary company in accordnce with the cost sharing agreement.

II The Company has only one segment i.e. Financial Advisory & Intennediation services. There are no separate reportable segments as required by 100 AS 108.

• 12 EfTective 1st April, 20 19, the Company adopted Ind AS 11 6 "Leases" using the cumulative catch-up approach. In accordance with the cumulative catch-up transition method, the comparatives have not been retrospectively adjusted.
• 13 The figures for the last quar1er of the current year and of the previous year are the balancing figures bel\veen audited figures in respect of the full fimmcial year and the published year-Io-date figures up to third quar1er.
• 14 The amounts reflected as "0" in the Financial Information are values with less than rupees one lakhs
• 15 Previous quar1er and period/year ended figures have been regrouped/reclassified, wherever found necessaty, to confirm to the current quarter/period/year end presentation.

For Prime Securities Limited

JAYAKUMAR ;;-:=:=-=.::: __ NARAYANSWAMI z:=,=~

Mumbai June 19.1020

N. Jayakumar Managing Director & Group CEO