Prime Securities Ltd. — Audit Report / Information 2023

Apr 21, 2023

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April 21, 2023

Corporate Relationship Department

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400001

Capital Markets – Listing National Stock Exchange of India Limited Exchange Plaza, 5[th] Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400051

Dear Sir,

Sub: Outcome of Board Meeting

Re: Stock Code: 500337 (BSE) / PRIMESECU (NSE)

We wish to inform you that the Board of Directors of Prime Securities Limited (“the Company”) at their Meeting held today, i.e. Friday, April 21, 2023, has inter-alia, transacted the following business:

a) Audited Financial Results:

Approved the Audited Consolidated and Standalone Financial Results of the Company for the Quarter & Financial Year ended March 31, 2023.

The Statutory Auditors of the Company, M/s. Walker Chandiok & Co. LLP, Chartered Accountants, have issued their Auditors' Report with Unmodified Opinion on the Consolidated and Standalone Financial Results of the Company for the Financial Year ended March 31, 2023.

b) Dividend:

Recommended a Dividend of ₹ 0.50 per Equity Share of ₹ 5/- each (10%) to the Members of the Company for the Financial Year ended March 31, 2023.

The Dividend recommended by the Board of Directors is subject to the approval of the Members at the ensuing Annual General Meeting ("AGM") of the Company. The date of AGM and Book Closure shall be intimated in due course.

Prime Securities Limited

1109 / 1110, Maker Chambers V, Nariman Point, Mumbai 400021 CIN: L67120MH1982PLC026724 www.primesec.com

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

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A copy of the Audited Financial Results, Auditors’ Report for Quarter and Financial Year ended March 31, 2023 are enclosed herewith.

Audited Financial Results will be published in the newspapers as per the provisions of Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same together with Auditor’s Report will be available on the Stock Exchange websites at www.nseindia.com / www.bseindia.com and on the website of the Company at www.primesec.com.

The Board Meeting commenced at 6.00 p.m. and concluded at 9.15 p.m.

This is for your information and records.

Thanking you,

Yours faithfully,

For Prime Securities Limited

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Ajay Shah Company Secretary (ACS-14359)

Prime Securities Limited 1109 / 1110, Maker Chambers V, Nariman Point, Mumbai 400021 CIN: L67120MH1982PLC026724 www.primesec.com

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

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Walker Chandiok & Co LLP

11th Floor, Tower II, One International Center, S B Marg, Prabhadevi (W), Mumbai - 400013 Maharashtra, India T +91 22 6626 2699 F +91 22 6626 2601

Pursuant to 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 of Prime Securities Limited and its subsidiaries (the Holding Company and its subsidiaries together referred to 31 March 2023 , attached herewith, being submitted by the Holding

Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure

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:

2. (i) includes the annual financial results of the entities listed in Annexure 1;

3. (ii) presents consolidated financial results in accordance with the requirements of Regulation 33 of the Listing Regulations, and

4. (iii) gives a true and fair view in conformity with the recognition and measurement principles laid down in the ad with the Companies (Indian Accounting Standards) Rules, 2015, and other

5. 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 2023.

Basis for Opinion

1. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in Audit of the Statement section of our report. We are independent of the Group, in accordance with the Code requirements that are relevant to our audit of the consolidated financial results 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 together with the audit evidence obtained by the other auditors in terms of their reports referred to in paragraph 13 of the Other Matters section below, is sufficient and appropriate to provide a basis for our opinion.

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Chartered Accountants

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

Prime Securities Limited

Pursuant to Regulation 33 of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

Emphasis of Matter Proposed acquisition

1. We draw attention to Note 6 to the accompanying Statement which describes that subsequent to the balance sheet date, the Board of Directors of the Holding Company, in its meeting held on 13 April 2023, have approved an agreement to acquire ownership in Bridgeweave Limited, UK, details of which are described in the aforesaid note. Our opinion is not modified in respect of this matter.

Responsibilities of Management and Those Charged with Governance for the Statement

1. by the Holding Company's Board of Directors, has been prepared on the basis of the consolidated annual Directors is responsible for the preparation and

presentation of the Statement that gives a true and fair view of the consolidated net profit and other comprehensive income, and other financial information of the Group in accordance with the Ind AS prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. 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 consolidated 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.

2. 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.

3. Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from 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.

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Chartered Accountants Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Prime Securities Limited

Pursuant to 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 specified under section 143(10) of the Act, 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 Holding Company has adequate internal financial controls with reference to financial statements 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 Board of Directors.

   • 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 to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. 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 statements of the entities within the Group, to express an opinion on the Statement. We are responsible for the direction, supervision and performance 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.

2. 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.

3. 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.

4. extent applicable.

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Chartered Accountants Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Prime Securities Limited

Pursuant to Regulation 33 of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

Other Matters

1. We did not audit the annual financial statements of two subsidiaries included in the Statement, whose

2. 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 12 above

Our opinion is not modified in respect of this matter with respect to our reliance on the work done by and the reports of the other auditors.

1. The Statement includes the consolidated financial results for the quarter ended 31 March 2023, 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.

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

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Murad D. Daruwalla Partner Membership No:043334

UDIN:23043334BGSDXE3882

Place: Mumbai Date: 21 April 2023

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Chartered Accountants Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Prime Securities Limited

Pursuant to Regulation 33 of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

Annexure 1

List of entities included in the Statement

1. Prime Research & Advisory Limited

2. Prime Funds Management Limited

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Chartered Accountants Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

PRIME SECURITIES LIMITED - CONSOLIDATED

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

STATEMENT OF CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER & YEAR ENDED MARCH 31, 2023

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(Rs. in Lakhs, unless otherwise stated)
Particulars Quarter ended Year ended
31-Mar-23 31-Dec-22 31-Mar-22 31-Mar-23 31-Mar-22
(Unaudited)# (Unaudited) (Unaudited)# (Audited) (Audited)
I Revenue from Operations
Fee and commission income 1,064 1,458 897 4,054 4,154
II Other Income
i) Interest income 141 121 117 467 332
ii) Dividend income 1 3 - 4 10
iii) Net gain on fair value changes
- Realised 6 5 6 117 16
- Unrealised - - 25 - 44
iv) Others 31 0 - 42 15
Total Other Income 179 129 148 630 417
III Total income (I+II) 1,243 1,587 1,045 4,684 4,571
Expenses
i) Finance cost 18 18 25 57 43
ii) Fee and commission expense 126 411 66 650 129
iii) Net loss on fair value changes
- Unrealised 15 42 - 141 -
iv) Impairment on financial instruments (33) (30) 4 (54) 7
v) Employee benefit expenses 343 486 648 1,749 1,904
vi) Depreciation and amortisation expense 37 28 16 114 87
vii) Other expenses 244 151 185 683 536
IV Total expenses 750 1,106 944 3,340 2,706
V Profit before exceptional items and tax (III-IV) 493 481 101 1,344 1,865
VI Exceptional items (net) (Refer note 4) 90 - 1 173 277
VII Profit before tax (V) + (VI) 583 481 102 1,517 2,142
VIII Tax expenses
- Current tax charge 101 119 26 318 406
- Earlier year tax charge / (credit) 69 (17) 10 147 10
- Deferred tax charge / (credit) 7 (7) 3 (66) 28
IX Profit after tax (VII-VIII) 406 386 63 1,118 1,698
X Other comprehensive income
a) I) Items that will not be reclassified to profit or loss
(a) Remeasurement of defined employee benefit plans 3 7 0 (26) (26)
(b) Remeasurement gain/ (loss) on fair valuation of (40) - 586 979 925
investments in equity instruments
II) Income tax relating to items that will not be reclassified 8 (2) (175) (221) (208)
to profit or loss
- - - - -
b) I) Items that will be reclassified to profit or loss
II) Income tax relating to items that will be reclassified to - - - - -
profit or loss
Other comprehensive income / (a+b) (29) 5 411 732 691
XI Total comprehensive income for the quarter / year (IX + X) 377 391 474 1,850 2,389
XII i) Paid-up equity share capital (face value Rs. 5 each) 1,618 1,612 1,559 1,618 1,559
ii) Other equity 11,076 9,586
XIII Earnings per equity share
(Rs. not annualised for the quarters and year ended)
- Basic (amount in Rs.) 1.26 1.21 0.20 3.52 6.02
- Diluted (amount in Rs.) 1.20 1.15 0.19 3.31 5.59
# Refer note no. 8
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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 CONSOLIDATED STATEMENT OF ASSETS & LIABILITIES

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(Rs. in Lakhs, unless otherwise stated)
As at As at
Particulars
31-Mar-23 31-Mar-22
(Audited) (Audited)
ASSETS
I. Financial assets
a) Cash and cash equivalents 194 981
b) Bank balance other than (a) above 5,541 5,643
c) Receivables
(i) Trade receivables 1,492 349
(ii) Other receivables 440 393
d) Loans 55 -
e) Investments 5,552 4,419
f) Other financial assets 64 94
13,338 11,879
II. Non-financial assets
a) Current tax assets (net) 330 697
b) Property, plant and equipment 264 292
c) Capital work-in-progress - 65
d) Other intangible assets 8 2
e) Other non-financial assets 143 136
745 1,192
TOTAL ASSETS 14,083 13,071
LIABILITIES AND EQUITY
I. Financial liabilities
a) Payables
Trade payables
-
- Total outstanding dues of micro enterprises and small Total outstanding dues of creditors other than micro enterprises - -
8 18
enterprises and small enterprises
b) Borrowings 2 504
c) Other financial liabilities 744 980
754 1,502
II. Non-financial liabilities
a) Provisions 222 161
b) Deferred tax liabilities (net) 332 178
c) Other non-financial liabilities 81 85
635 424
III. Equity
a) Equity share capital 1,618 1,559
b) Other equity 11,076 9,586
12,694 11,145
TOTAL LIABILITIES AND EQUITY 14,083 13,071
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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

CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2023

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(Rs. in Lakhs, unless otherwise stated)
Particulars Year ended Year ended
31-Mar-23 31-Mar-22
Cash flow from operating activities:
Profit before tax 1,344 1,865
Adjustments for :
Depreciation and amortisation expense 114 87
(Profit)/ Loss on sale of property, plant and equipments (net) 11 -
Changes in fair valuation of investment (net) 141 (44)
Gain on sale of investments (net) (117) (16)
Interest Expense 57 43
Interest income on deposits (467) (332)
Dividend income (4) (10)
Share issue expenses - 2
-
(Appreciation) /Dimunition in value of Investments (123)
Share based payment to employees 27 153
Impairment of financial assets 61 7
Operating profit before working capital changes 1,044 1,755
Adjustments for changes in working capital:
(Decrease) / Increase in provisions 61 36
Increase / (Decrease) in trade payables (10) (209)
Increase/ (Decrease) in other financial liabilities (236) 272
Increase/ (Decrease) in other non-financial liabilities (4) (1,263)
-
(Increase)/ Decrease in Loans (56)
(Increase)/ Decrease in other financial assets (31) (322)
-
(Increase)/ Decrease in other receivables (47)
Decrease/ (Increase) in trade receivables (1,143) 16
Decrease/ (Increase) in other non-financial assets (7) (12)
Total changes in working capital (1,472) (1,482)
Cash generated from operations (428) 273
Taxes paid, net of refunds (99) (153)
Net cash generated from /(used in) operating activities (A) (528) 119
Cash flow from investing activities:
Purchase of property, plant and equipments including capital work-in-progress (35) (191)
Proceeds from sale / disposal of property, plant and equipments 8 -
Purchase of Investments (874) (1,457)
Proceeds form sale / redemption of investments 673 25
Decrease/ (Increase) in fixed deposits with maturity more than 3 months 103 (3,535)
Interest income 467 332
Dividend received 4 10
Net cash generated from /(used in) investing activities (B) 345 (4,816)
Cash flow from financing activities:
Proceeds from issuance of Share capital 698 4,140
Borrowings availed during the year - 471
-
Borrowings repaid during the year (502)
Share issue expenses (27) (2)
Interest paid (57) (43)
Payment of Dividend to shareholders (717) (1,193)
Net cash generated from /(used in) financing activities (C) (604) 3,373
Net increase / (decrease) in cash and cash equivalents (A+B+C) (787) (1,324)
Cash and cash equivalents at the beginning of the period 981 2,306
Cash and cash equivalents at the end of the period 194 981
Total (787) (1,324)
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Particulars Year ended Year ended
31-Mar-23 31-Mar-22
Notes:
1) Cash and cash equivalents comprise of
Cash on hand 0 1
Balances with banks
In current account 194 80
Demand deposits (less than 3 months maturity) - 901
Cash and cash equivalents at the end of the period 194 981
Notes:
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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 Accounting Standard) Rules, 2015 (as amended).

Figures in brackets indicate cash outflows

Consolidated Notes:

• 1 The above consolidated financial results have been prepared in accordance with the recognition and measurement principles of (Indian Accounting Standard) rules, 2015 ('Ind AS') prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and other accounting principles generally accepted in India. The consolidated financial results were reviewed by Audit Committee and approved by the Board of Directors at its Meeting held on April 21, 2023. The results for the year ended March 31, 2023 have been audited by the statutory auditors of the company and they have expressed an unmodified audit opinion on these consolidated financial results.

• 2 The consolidated financial results include the unaudited financial results of the wholly-owned subsidiaries - Prime Research & Advisory Limited and Prime Funds Management Limited.

• 3 The Board of Directors at its meeting held on April 21, 2023 has proposed a final dividend of Re 0.50 per equity share of face value of Rs. 5 each, for the financial year 2022-23, subject to approval of the shareholders in forthcoming Annual General Meeting.

• 4 The exceptional item consist of certain listed shares, which had formed part of the Company's investments but were misplaced and hence, written-off in earlier years. These shares have since been reinstated at the average cost they were carried at. The difference between the market value of such shares on the date of reinstatement and the average cost at which they have been reinstated and related expense, has been accounted for through "Exceptional Items". Subsequent changes in fair valuations have been shown under "Net Gain / (Loss) on fair value changes".

• 5 The issue proceeds received against the issue of 45,50,000 equity shares to specified investors in November 2021, on a preferential basis at a price of Rs. 88.75 per equity share, have been invested in the fixed deposits with bank pending utilisation in terms of the objects of the issue. The Board of Directors have at their Meeting held on March 22, 2023 approved the amendment in the object clause for the utilizaiton of funds, subject to approval of the shareholders.

• 6 The Board of Directors have on April 13, 2023 approved an agreement between Prime Securities and Bridgeweave Limited (Bridgeweave UK), a UK based Artificial Intelligence / Machine Learning-based technology company, that has developed a suite of financial products for retail investors. The two-step process to acquire a majority / 100% ownership in Bridgeweave will be as under:

• i) Prime Securities will acquire an 8% equity stake in Bridgeweave UK, through a primary infusion of INR 10 Cr. at a pre-money valuation of INR 115 Cr.

• ii) Post execution of definitive documentation over the next 90 days and subject to approval of the shareholders and / or other regulatory or statutory approvals, Prime Securities will seek to acquire the balance 92% equity stake in Bridgeweave UK through a stock swap of equity shares of the Company, at a floor valuation of INR 130 per equity share.

• 7 The Group has only one segment of business i.e. Financial Advisory & Intermediation services. There are no separate reportable segments in terms of Ind AS 108.

• 8 The figures for the last quarter of the previous year is the balancing figures between audited figures in respect of the full financial year and the restated year-to-date figures up to third quarter.

• 9 The amounts reflected as "0" in the Financial Information are values with less than rupees one lakh.

• 10 Previous quarter and year ended figures have been regrouped / reclassified, wherever necessary, to confirm to the current quarter / year presentation.

For Prime Securities Limited

JAYAKUMAR NARAYANSWAMI Digitally signed by JAYAKUMAR NARAYANSWAMI DN: c=IN, o=Personal, pseudonym=C9D4CDE8D2A0D76176A893867A0D382C2DFB9620, 2.5.4.20=6a1e882d8ce1292650f024ad4db2e035a1446bda6402f82bfce15cbf4f30dfd3, postalCode=400006, st=Maharashtra, serialNumber=815CEE63EA2095D43F5CBA54FE755B9DF6AA48086D67A8D94798BECBFFCFAB87, cn=JAYAKUMAR NARAYANSWAMI Date: 2023.04.21 20:06:48 +05'30'

Mumbai April 21, 2023

N. Jayakumar Managing Director & Group CEO (DIN: 00046048)

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Walker Chandiok & Co LLP

11th Floor, Tower II, One International Center, S B Marg, Prabhadevi (W), Mumbai - 400013 Maharashtra, India T +91 22 6626 2699 F +91 22 6626 2601

Independent Report on Standalone Annual Financial Results of Prime Securities Limited Pursuant to 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 of Prime Securities Limited for the year ended 31 March 2023 ttached 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 .

1. In our opinion and to the best of our information and according to the explanations given to us, the Statement:

2. (i) presents standalone financial results in accordance with the requirements of Regulation 33 of the Listing Regulations, and

3. (ii) gives a true and fair view in conformity with the recognition and measurement principles laid down in the specified under section 133 of the Companies Act read with the Companies (Indian Accounting Standards) Rules, 2015, and other accounting principles generally accepted in India, of the standalone net profit after tax and other comprehensive income and other financial information of the Company for the year ended 31 March 2023.

Basis for Opinion

1. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Responsibilities 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 the standalone

financial results 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.

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Chartered Accountants Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Prime Securities Limited

Independent Report on Standalone Annual Financial Results of Prime Securities Limited Pursuant to Regulation 33 of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

Emphasis of Matter Proposed acquisition

1. We draw attention to Note 5 to the accompanying Statement which describes that subsequent to the balance sheet date, the Board of Directors of the Company, in its meeting held on 13 April 2023, have approved an agreement to acquire ownership in Bridgeweave Limited, UK, details of which are described in the aforesaid note. Our opinion is not modified in respect of this matter.

Responsibilities of Management and Those Charged with Governance for the Statement

1. This Statement has been prepared on the basis of the standalone annual financial statements and has been approved by 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 profit and other comprehensive income and other financial information of the Company in accordance with the Ind AS specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, and in compliance with Regulation 33 of the Listing Regulations. 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.

2. In preparing the Statement, the Board of Directors is 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.

3. The Board of Directors is also responsible for overseeing the Comp

4. Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free 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.

5. As part of an audit in accordance with the Standards on Auditing, specified under section 143(10) of the Act, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

6. 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.

`

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Chartered Accountants

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

Prime Securities Limited Independent Report on Standalone Annual Financial Results of Prime Securities Limited Pursuant to Regulation 33 of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

• 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 adequate internal financial controls with reference to financial statements 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 Board of Directors.

• Conclude on the appropriateness of the use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists continue as a going concern. If we conclude that a material uncertainty exists, we are required 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 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.

• 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.

• 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.

Other Matter

1. The Statement includes the financial results for the quarter ended 31 March 2023, 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.

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

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Murad D. Daruwalla

Partner Membership No:043334

UDIN:23043334BGSDXD2279

Place: Mumbai Date: 21 April 2023

Page 3 of 3

`

Chartered Accountants

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

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

STATEMENT OF STANDALONE FINANCIAL RESULTS FOR THE QUARTER & YEAR ENDED MARCH 31, 2023

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(Rs. in Lakhs, unless otherwise stated)
Particulars Quarter ended Year ended
31-Mar-23 31-Dec-22 31-Mar-22 31-Mar-23 31-Mar-22
(Unaudited)# (Unaudited) (Unaudited)# (Audited) (Audited)
I Revenue from Operations
Fee and commission income 825 690 439 2,404 3,115
II Other Income
i) Interest income 92 79 77 319 214
ii) Dividend income 1 3 - 4 10
iii) Net gain on fair value changes
- Realised 1 - 2 104 10
- Unrealised - - 31 - 52
iv) Others 31 0 - 42 12
Total Other Income 125 82 110 469 298
III Total income (I+II) 950 772 549 2,873 3,413
Expenses
i) Finance cost 18 26 28 65 44
ii) Fee and commission expense 15 - 6 34 27
iii) Net loss on fair value changes
- Unrealised 11 34 - 120 -
iv) Impairment on financial instruments (32) (32) 3 (55) 7
v) Employee benefit expenses 185 322 410 1,124 1,295
vi) Depreciation and amortisation expense 33 24 14 100 72
vii) Other expenses 183 134 163 574 481
IV Total expenses 413 508 624 1,962 1,926
V Profit / (loss) before exceptional items and tax (III-IV) 537 264 (75) 911 1,487
VI Exceptional items (net) (Refer note 3) 90 - 1 173 277
VII Profit / (loss) before tax (V) + (VI) 627 264 (74) 1,084 1,764
VIII Tax expenses / (credits)
- Current tax charge / (credit) 107 60 (21) 197 307
- Earlier year tax charge / (credit) 75 - 10 170 10
- Deferred tax charge / (credit) 14 (7) 2 (59) 27
IX Profit / (loss) after tax (VII-VIII) 431 211 (65) 776 1,420
X Other comprehensive income
a) I) Items that will not be reclassified to profit or loss
(a) Remeasurement of defined employee benefit plans 8 5 5 (19) (15)
(b) Remeasurement gain/ (loss) on fair valuation of (40) - 586 979 925
investments in equity instruments
II) Income tax relating to items that will not be reclassified 7 (1) (177) (222) (211)
to profit or loss
- - - - -
b) I) Items that will be reclassified to profit or loss
- - - - -
II) Income tax relating to items that will be reclassified to
profit or loss
Other comprehensive income (a+b) (25) 4 414 738 699
XI Total comprehensive income for the quarter / year (IX + X) 406 215 349 1,514 2,119
XII i) Paid-up equity share capital (face value Rs. 5 each) 1,618 1,612 1,559 1,618 1,559
ii) Other equity 9,954 8,799
XIII Earnings / (loss) per equity share
(Rs. not annualised for the quarters and year ended)
- Basic (amount in Rs.) 1.33 0.66 (0.21) 2.44 5.03
- Diluted (amount in Rs.) 1.27 0.63 (0.20) 2.30 4.67
# Refer note no. 7
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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

STANDALONE STATEMENT OF ASSETS & LIABILITIES

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(Rs. in Lakhs, unless otherwise stated)
As at As at
Particulars
31-Mar-23 31-Mar-22
(Audited) (Audited)
ASSETS
I. Financial assets
a) Cash and cash equivalents 64 725
b) Bank balance other than (a) above 4,333 4,555
c) Receivables
(i) Trade receivables 1,491 301
(ii) Other receivables 440 393
d) Loans 55 -
e) Investments 6,107 4,885
f) Other financial assets 62 83
12,552 10,942
II. Non-financial assets
a) Current tax assets (net) 283 598
b) Property, plant and equipment 225 227
c) Capital work-in-progress - 65
d) Other intangible assets 7 0
e) Other non-financial assets 121 129
636 1,019
TOTAL ASSETS 13,188 11,961
LIABILITIES AND EQUITY
I. Financial liabilities
a) Payables
Trade payables
-
Total outstanding dues of micro enterprises and small enterprises - -
- Total outstanding dues of creditors other than micro
8 18
enterprises and small enterprises
b) Borrowings 487 496
c) Other financial liabilities 556 733
1,051 1,247
II. Non-financial liabilities
a) Provisions 175 132
b) Deferred tax liabilities (net) 349 187
c) Other non-financial liabilities 41 37
565 356
III. Equity
a) Equity share capital 1,618 1,559
b) Other equity 9,954 8,799
11,572 10,358
TOTAL LIABILITIES AND EQUITY 13,188 11,961
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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

STANDALONE STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2023

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(Rs. in Lakhs, unless otherwise stated)
Particulars Year ended Year ended
31-Mar-23 31-Mar-22
Cash flow from operating activities:
Profit before tax 911 1,487
Adjustments for :
Depreciation and amortisation expense 100 72
Changes in fair valuation of investment (net) 120 (52)
-
(Profit)/ Loss on sale of property, plant and equipments (net) (6)
Gain on sale of investments (net) (104) (10)
Interest expense 53 26
Interest income on deposits (319) (214)
Dividend income (4) (10)
Share issue expenses - 2
Share based payment to employees 14 74
-
Recovery of bad bebts (123)
Impairment of financial assets 61 7
Operating profit before working capital changes 703 1,382
Adjustments for changes in working capital:
(Decrease) / Increase in provisions 43 27
Increase / (Decrease) in trade payables (10) (209)
Increase/ (Decrease) in other financial liabilities (177) 213
Increase/ (Decrease) in other non-financial liabilities 5 (1,275)
(Increase)/ Decrease in other financial assets (40) (325)
-
(Increase)/ Decrease in other receivables (47)
Decrease/ (Increase) in trade receivables (1,191) 64
Decrease/ (Increase) in other non-financial assets 9 (75)
(Increase)/ Decrease in Loans (55) 62
Total changes in working capital (1,463) (1,518)
Cash generated from operations (760) (136)
Taxes paid, net of refunds (52) (128)
Net cash generated from /(used in) operating activities (A) (812) (264)
Cash flow from investing activities:
Purchase of property, plant and equipments including capital work-in-progress (26) (172)
Proceeds from sale / disposal of property, plant and equipments 6 -
Purchase of Investments (901) (1,465)
Proceeds from sale / redemption of investments 609 18
Decrease/ (Increase) in fixed deposits with maturity more than 3 months 222 (3,102)
Interest income 319 214
Dividend received 4 10
Net cash generated from /(used in) investing activities (B) 232 (4,497)
Cash flow from financing activities:
Proceeds from issuance of Share capital 698 4,140
Borrowings availed during the year - 477
Borrowings availed during the year from related party 483 396
Borrowings repaid during the year (492) (394)
-
Share issue expenses (2)
Interest paid (53) (26)
Payment of Dividend to shareholders (717) (1,193)
Net cash generated from /(used in) financing activities (C) (81) 3,398
Net increase / (decrease) in cash and cash equivalents (A+B+C) (660) (1,364)
Cash and cash equivalents at the beginning of the period 724 2,088
Cash and cash equivalents at the end of the period 64 724
Total (660) (1,364)
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Particulars Year ended Year ended
31-Mar-23 31-Mar-22
Notes:
1) Cash and cash equivalents comprise of
Cash on hand 0 1
Balances with banks
In current account 64 21
Demand deposits (less than 3 months maturity) - 703
Cash and cash equivalents at the end of the period 64 724
Notes:
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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 Accounting Standard) Rules, 2015 (as amended).

Figures in brackets indicate cash outflows

• 1 The above standalone financial results have been prepared in accordance with the recognition and measurement principles of Companies (Indian Accounting Standard) rules, 2015 ('Ind AS') prescribed under Section 133 of the Companies 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 approved by the Board of Directors at its Meeting held on April 21, 2023. The results for the year ended March 31, 2023 have been audited by the statutory auditors of the company and they have expressed an unmodified audit opinion on these standalone financial results.

• 2 The Board of Directors at its meeting held on April 21, 2023 has proposed a final dividend of Re 0.50 per equity share of face value of Rs. 5 each, for the financial year 2022-23, subject to approval of the shareholders in forthcoming Annual General Meeting.

• 3 The exceptional item consist of certain listed shares, which had formed part of the Company's investments but were misplaced and hence, written-off in earlier years. These shares have since been reinstated at the average cost they were carried at. The difference between the market value of such shares on the date of reinstatement and the average cost at which they have been reinstated and related expense, has been accounted for through "Exceptional Items". Subsequent changes in fair valuations have been shown under "Net Gain / (Loss) on fair value changes".

• 4 The issue proceeds received against the issue of 45,50,000 equity shares to specified investors in November 2021, on a preferential basis at a price of Rs. 88.75 per equity share, have been invested in the fixed deposits with bank pending utilisation in terms of the objects of the issue. The Board of Directors have at their Meeting held on March 22, 2023 approved the amendment in the object clause for the utilizaiton of funds, subject to approval of the shareholders.

• 5 The Board of Directors have on April 13, 2023 approved an agreement between the Company and Bridgeweave Limited (Bridgeweave UK), a UK based Artificial Intelligence / Machine Learning-based technology company, that has developed a suite of financial products for retail investors. The two-step process to acquire a majority / 100% ownership in Bridgeweave will be as under:

• i) The Company will acquire an 8% equity stake in Bridgeweave UK, through a primary infusion of INR 10 Cr. at a pre-money valuation of INR 115 Cr.

• ii) Post execution of definitive documentation over the next 90 days and subject to approval of the shareholders and / or other regulatory or statutory approvals, the Company will seek to acquire the balance 92% equity stake in Bridgeweave UK through a stock swap of equity shares of the Company, at a floor valuation of INR 130 per equity share.

• 6 The Company has only one segment of business i.e. Financial Advisory & Intermediation services. There are no separate reportable segments in terms of Ind AS 108.

• 7 The figures for the last quarter of the previous year is the balancing figures between audited figures in respect of the full financial year and the restated year-to-date figures up to third quarter.

• 8 The amounts reflected as "0" in the Financial Information are values with less than rupees one lakh.

• 9 Previous quarter and year ended figures have been regrouped / reclassified, wherever necessary, to confirm to the current quarter / year presentation.

Mumbai

April 21, 2023

For Prime Securities Limited Digitally signed by JAYAKUMAR NARAYANSWAMI JAYAKUMAR DN: c=IN, o=Personal, pseudonym=C9D4CDE8D2A0D76176A893867A0D38 2C2DFB9620, 2.5.4.20=6a1e882d8ce1292650f024ad4db2e035a144 NARAYANSWA 6bda6402f82bfce15cbf4f30dfd3, postalCode=400006, st=Maharashtra, serialNumber=815CEE63EA2095D43F5CBA54FE755B MI 9DF6AA48086D67A8D94798BECBFFCFAB87, cn=JAYAKUMAR NARAYANSWAMI Date: 2023.04.21 20:07:20 +05'30' N. Jayakumar Managing Director & Group CEO (DIN: 00046048)