Prime Securities Ltd. — Interim / Quarterly Report 2019

Aug 14, 2019

August 14, 20 19

Co orate Relationship Department ombay Stock Exchange Limited Phiroze Jeejccbhoy Towers, Dalal Street, FOli, Mumbai 400001

Capital Markets - Listing National Stock Exchange of India Ltd Exchange Plaza, 5th Floor, Plot No. C/ I, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400051

Dear Sir / Madam,

Sub: Regulation 30 and 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

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

Pursuant to the provisions of Regulation 30 and 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board of Directors of the Company, at their Meeting held today, have taken on record the Unaudited Financial Results of the Company for the Quarter ended June 30, 2019.

Pleasc find attached the following:

• 1. Press Release;
• 1. Unaudited Financial Results (Consolidated & Standalone) for the Quatier ended June 30, 20 19;
• 1. Limited Review Report by the Independent Auditors on the Unaudited Financial Results (Consolidated & Standalone) for the Quarter ended June 30, 2019;

Please note that the Unaudited Financial Results will be published in the newspapers as per the provisions of Regulation 47 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20 IS and the same will also be made avail able on website of the Company (www.primesec.com).

The Board Meeting commenced at 12.00 noon and concluded at 4.20 p.m.

Yours faithfu ll y,

Prime Securities Lim ited 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

PRESS RELEASE

PRIME SECURITIES LIMITED UNAUDITED FINANCIAL RESULTS - QUARTER ENDED JUNE 30, 2019 (Current and comparative figures are as per Ind AS)

Standalone Revenues at Rs. 514 Lakhs vs Rs. 314 Lakhs	(i 63.69 %)
Standalone PBT (Pre Extraordinary Items) at Rs. 349 Lakhs vs Rs. 198 Lakhs	(i 76.26 %)
Consolidated Revenues at Rs. 1,067 Lakhs vs Rs. 992 Lakhs	(i 7.56%)
Consolidated PBT (Pre Extraordinary Items) at Rs. 382 Lakhs vs Rs. 343 Lakhs	(i 11.37 %)

• Company continues to pursue only fee based advisory mandates in the areas of Debt and Equity Syndication, Balance Sheet Restructuring, Private Equity and Venture Capital Advisory and Mergers & Acquisitions.

Effective April 1, 2018, the Company has also begun the high growth Wealth and Investment Advisory Services, through its wholly-owned Subsidiary, Prime Research & Advisory Limited.

• Consequently, the Company's operations do not require significant capital.
• The nature of Income arising out of Corporate Advisory Services is uncertain and lumpy; Investors should therefore be aware that quarter-on-quarter financial comparisons are not necessarily relevant. The addition of Wealth and Investment Advisory Services is meant to add annuity flows to the Company's revenues.

Prime Securities Limited 1109/1110, Maker Chambers V, Nariman Point, Mumbai 400 02l. CIN: L67120MH1982PLC026724 www.primesec.com

Tel: +91 -22-61842525 Fax: +91-22-2497 0777

PRIME SECURITIES LIMITED

Regd. Office: 110911110, Maker Chambers V, Nariman Point, Mumbai 400021 (CIN: L671 20MHI 982PLC026724) Tel: +91-22-61842525 Fax: +91-22-24970777 Website: www.primesec.comEmail: prime@primesec.com

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2019

	STATEMENT OF PROFIT AND LOSS (CONSOLIDATED) (Amt Rs. Lacs)
	PARTICULARS	Qua r ter ended 30-Juo-19	Quarter ended 31-Mar-19	Quarter ended 30-Jun-IS	Year ended 31-Mar-19 (Audited
	Revenue from Operations	1,057	1,344	965	4,586
	Other Income	10	40	27	109
	Total R~vciiuc(I+lj)	1,067 ,""	1:384	992	4,695
	Expenses Employee Benefits Expense Finance Costs	240 7	435 3	IS3 2	1,240 17
	Depreciation and Amortisation Expense	25	16	6	39
	Professional Fees	270	50	395	701
	Other Expenses	144	99	63	395
	Total Expenses	686	603	649	2,392
	Profit I (Loss) bCrore Exceptional, Extraordinaryitems&Tax (ifi~ivf .	. ······ 38 j .		misT ······················· 343	2,303
I	Exceptional Items	- jill		-
IVII.	ProfiiT (Loss) before Extraordi nary Items & Tax (V-VI)		. ' '7s;	343	2,303
i VIII.	Extraordi nary Items	-	(I3S)	-	(I3S)
ilX	Profit I (Loss) before Tax (VII+VrII)	_ 381 -	643	343	2,165
iX	Tax Expense (i) Current Tax (i i) Deferred Tax	86 -	162 (9)	70 -	478 (9)
ij(]	Profit I (Loss) for the 'Period (IX~X)	295	".,' w 490	273	1,696
	! XII. Other Comprehensive Income (Net)	(8)	(8)	(47)	(56)
	i XIII. Total ComprehansiveProfitl (Loss) fortltePe';:Tod(XI+XII)	287	482	226	1,640
; XV	i XIV Paid-up Equity Share Capital (FV Rs. 5/- each) Other Equity . I XVI. Earnings per Equity Share (Rs. not annualised) (FV Rs. 5/- each)	1,330	1,330	1,3 30	1,330 2,238
		1.11	I.S5	1.03
1 Notes: ;	~~~~~ed ~~ _ . ______ -L ~~~ ____ ~~~ ____ ~~L-____ ~~ ::~~	1.08	I. SI	1.03

I. The above results are in compliance with Indian Accounting Standards (lnd-AS) notified by the Ministry of Corporate Affairs. The results were reviewed by Audit Committee and taken on record by the Board of Directors at its Meeting held on August 14,2019.

1. The figures for the Quarter ended March 31, 2019 are the balancing figures between the Audited figures in respect of the full Financial Year and the published year-to-date figures upto the Third Quarter ended December 31, 201S of the respective Financial Year.

2. Eflective April 1,2019, the Company has adopted Ind AS 116 'Leases' and applied the same to all the lease contracts existing on April 1,2019 using the modified retrospective approach with right of use asset recognised at an amount equal to the adjusted lease liability. Accordingly, comparatives for the year ended March 31 , 2019 have not been adjusted. The effect of this adoption is insignificant on the profit for the perriod.

3. Extraordinary Items in prior quarters represent amount written-off net of write-backs.

4. Other Comprehensive Income represents net acturial gain I (loss) on employee defined benefit obligation.

5. The Statutory Auditors of the Company in their Limited Review Report for the Quarter ended June 30, 2019 and Audit Report for the Year ended March 31 , 2019 has recorded their opinion about the following:

a) Accounting of revenue pending satisfaction of performance obligation as per Ind AS 115. Management clarification: Management is of the opinion that company has fulifiled its performance obligation and received the consideration also.

1. The Statutory Auditors of the Company in their Audit Report for the Year ended March 31, 2019 have recorded their opinion about the following: a) Write-back of an advance written-off in earlier year. Management clarification: The said advance has been written-hack as receivable on receipt of a confirmation from the concerned party.

b) Non receipt of confirmation of account from certain debtors and advances. Management clarification: Management is confident of receiving the amounts in the ordinary course of business.

c) Write-back of amount payable. Management clarification: The said amount is no longer payable in the of the opinion of the management.

1. The Company has only one segment i.e. Financial Advisory & Intermediation services. There are no separate reportable segments as required by Accounting Standard 17 issued by ICAl. Fl::

2. Previous period figures have been re-grouped I re-classified wherever necessary.

Fo rime Se urities Limited ... '...,G1l: '" LI . ,- Mumbai "I -<r. N. Jayakumar August 14, 2019 Managing Director

PRIME SECURITIES LIMITED

Regd. Office: 11 09/1110, Maker Chambers V, Nariman Point, Mumbai 400021 (CIN: L671 20MHI 982PLC026724) Tel: +91-22-61842525 Fax: +91 -22-24970777Website: www.primesec.comEmail:prime@primesec.com

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2019

	STATEMENT OF PROFIT AND LOSS (STANDALONE) (Amt Rs. Lacs)
	PARTICULARS	Ouarter ended $30 - Jun - 19$	Quarter ended $31-Mar-19$	Quarter ended $30 - Jun - 18$	Year ended $31-Mar-19$ (Audited)
Ħ.	Revenue from Operations	505		312	1,038
II.	Other Income	9	69		73
III.	Total Revenue (I+II)	514	69	314	1,111
IV.	Expenses Employee Benefits Expense Finance Costs	88	189	67	485
	Depreciation and Amortisation Expense		11		26
	Professional Fees	21	17	9	56
	Other Expenses	47	44	34	188
	Total Expenses	164	262	116	759
V.	Profit / (Loss) before Exceptional, Extraordinary Items & Tax (III-IV)	350	(193)	198	352
VI.	Exceptional Items
VII.	Profit / (Loss) before Extraordinary Items & Tax (V-VI)	350	(193)	198	352
	VIII. Extraordinary Items		(77)		(77)
IX.	Profit / (Loss) before Tax (VII+VIII)	350	(270)	198	275
X.	Tax Expense (i) Current Tax (ii) Deferred Tax	69	(57) (10)	42	56 (10)
XI.	Profit / (Loss) for the Period $(IX-X)$	281	(203)	156	229
XII.	Other Comprehensive Income (Net)	(7)	(7)	(44)	(49)
	XIII. Total Comprehansive Profit / (Loss) for the Period (XI+XII)	274	(210)	112	180
XIV. XV.	Paid-up Equity Share Capital (FV Rs. 5/- each) Other Equity XVI. Earnings per Equity Share (Rs. not annualised) (FV Rs. 5/- each)	1,330	1,330	1,330	1,330 6,038
	Basic	1.06	(0.77)	0.59	0.86
	Diluted	1.06	(0.77)	0.59	0.86

Notes:

r

I. The above results are in compliance with Indian Accounting Standards (lnd-AS) notified by the Ministry of Corporate Affairs. The results were reviewed by Audit Committee and taken on record by the Board of Directors at its Meeting held on August 14, 2019.

1. The figures fo r the Quarter ended March 31, 2019 are the balancing figures between the Audited figures in respect of the full Financial Year and the published year-to-date figures upto the Third Quarter ended December 31, 20lS of the respective Financial Year.

2. Effective April 1,2019, the Company has adopted Ind AS 116 'Leases' and applied the same to all the lease contracts existing on April 1,2019 using the modified retrospective approach with right of use asset recognised at an amount equal to the adjusted lease liability. Accordingly, comparatives for the year ended March 31, 2019 have not been adjusted.The effect of this adoption is insignificant on the profit for the perriod. 4. Extraordinary Items in prior quarters represent amount written-off net of write-backs.

3. Other Comprehensive Income represents net acturial gain 1 (loss) on employee defined benefit obligation. 6. The Statutory Auditors of the Company in their Limited Review Report for the Quarter ended June 30, 2019 and Audit Report for the Year ended

March 31, 2019 has recorded their opinion about the following: a) Accounting of revenue pending satisfaction of performance obligation as per lnd AS lIS. Management clarification: Management is of the opinion that company has fullfiled its performance obligation and received the consideration also.

b) No provision has been made in the carrying value of financial exposure in the subsidiaries having regard to the erosion in the net worth. Management clarification: The management is confident of generating suffiCient income to restore its networth.

1. The Statutory Auditors of the Company in their Audit Report for the Year ended March 31, 2019 have recorded their opinion about the following: a) Write-back of an advance written-off in earlier year. Management clarification: The said advance has been written-back as receivable on receipt of a confirmation from the concerned party.

2. The Company has only one segment i.e. Financial Advisory & Intermediation services. There are no separate reportable segments as required by Accounting Standard 17 issued by ICAL

3. Previous period figures have been re-grouped / re-classified wherever necessary.

..-1 For frime Securities Limited ~<j[j.'''''-'''1 _ ~I N. Jayakumar Managing Director & Group CEO

Mumbai ,-August 14, 2019 208 Hari Chambers 58/64 Shahid Bhagat Singh Road Fort, Mumbai - ⁴⁰⁰⁰⁰¹Gandhi Tel: 022 4976 4832 cityoffice@gandhi-associates.com

& Associates LLP CHARTERED ACCOUNTANTS

INDEPENDENT AUDITORS' REVIEW REPORT ON THE QUARTERLY UNAUDITED CONSOLIDATED FINANCIAL RESULTS OF PRIME SECURITIES LIMITED

LIMITED REVIEW REPORT

To The Board of Directors of Prime Securities Limited

• 1. We have reviewed the accompanying statement of unaudited consolidated financial results of Prime Securities Limited ('Parent') and its subsidiaries (the Parent and its subsidiaries t ogether referred to as the 'Group'), for the quarter ended June 30, 2019, (the 'Statement') attached herewith, being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').
• 1. This Statement, which is the responsibility of the Parent's management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 'Interim Financial Reporting ' ('Ind AS 34') prescribed under section 133 of the Companies Act 2013, read with rel evant rules issued thereunder and other accounting principles generally accepted in India. Ou r responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Re-view . Engagement (SRE) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primari ly t o inquiries of the Company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion. We also performed procedures in accordance with the circular issued by SEBI under Regulation 33(8) of the Listing Regulations, to the extent applicable.
• 1. Th e Statement includes the results of the following subsidiaries:
• Primesec Investments Limited
• Prime Research & Advisory Limited
• Prime Commodities Broking (India) Limited

• Prime Funds Management Limited

5. Attention is invited to the following:

• (a) The Group has accounted for revenue of Rs. 590.00 Lacs pending satisfaction of performance obligations mandated by the Accounting Standard on Revenue from Contract with Customers (Ind AS 115). Accordingly, in the Statement, profit before tax for the quarter ended June 30, 2019 is higher by the said amount.
• 1. Based on our review conducted as above and subject to para 5 (a) nothing has come to our attention that causes US to believe that the accompanying Statement prepared in accordance with applicable accounting standards (i.e. Ind AS) prescribed under section 133 of the Companies Act 2013 read with relevant rules issued there under and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.
• 1. (a) We did not review the financial statement of one subsidiary included in the Statement, whose results reflects total revenues of Rs. 2 Lacs, total net profit after tax of Rs . 1 Lac and total comprehensive income of Rs. 1 Lac for the quarter ended June 30, 3019. These unaudited financial statements have been approved and furnished to us by the Parent's management. Our conclusion, in so far as it relates to the affairs of the subsidiary, is based solely on such unaudited financial results. According to the information and explanations given to us by the management, these interim financial results are not material to the Group.
• (b) The Statement does not include financial results of one subsid iary viz. Prime Braking Company (India) Limited as it is subject to winding-up proceedings and in opinion of the Parent's management, it is restrained to exercise power to control the subsidiary. .
• (c) Our conclusion on the Statement is not modified in respect of the above matters . •

For GANDHI & ASSOCIATES llP

Partner Membership No. 043194

UDIN: 19043194AAAABS8949 Murnbai Dated: 14th August 2019

208 Hari Chambers 58/64 Shahid Bhagat Singh Road Fort, Mumbai - 400 001 Tel: 022 4976 4832 cityoffice@gandhi-associates.com

INDEPENDENT AUDITORS' REVIEW REPORT ON THE QUARTERLY UNAUDITED STANDALONE FINANCIAL RESULTS OF PRIME SECURITIES LIMITED

LIMITED REVIEW REPORT

To

The Board of Directors of Prime Securities Limited

• 1. We have reviewed the accompanying statement of unaudited standalone financial results of PRIME SECURITIES LIMITED ('the Company') for the quarter ended June 30, 2019, attached herewith ('the Statemenf), being submitted by the Company pursuant to the requirement of Regulation 33 of the Securities Exchange Board India (Listing Obligations and Disclosure Requirements) Regulations 2015 (,Listing Regulations'), as amended .
• 1. Thi s Statement, which is the responsibility of the Company's management and approved by the Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 'Interim Financial Reporting ' ('Ind AS 34') prescribed under section 133 of the Companies Act 2013, read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagement (SRE) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Institute of Chartered Accountants of India. Thi s standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is li mited primarily to inquiries of the Company personnel and analytical procedures applied to financia l data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
• 4. Attention is invited to the following:
• (a) The Company has accounted for revenue of Rs. 500.00 Lacs pending satisfaction of performance obligations mandated by the Accounting Standard on Revenue from

Contract with Customers (Ind AS 115). Accordingly, in the Statement, profit before tax for the quarter ended June 3D, 2019 is higher by the said amount.

• (b) The Company has financial exposure in its subsidiary viz. Primesec Investments Limited whose net worth continues to remain negative; but having regard to steady flow of revenue and significant reduction in negative net worth on account of sustained efforts undertaken by the Board of the subsidiary, no provision/adjustment is made to the carrying amount of financial exposure in the subsidiary.
• 1. Based on our review conducted as above and subject to paras 4 (a) & (b) nothing has come t o our attention that causes us to believe that the accompanying Statement prepared in accordance with applicable accounting standards (i.e. Ind AS) prescribed under section 133 of the Companies Act 2013 read with relevant rules issued there under and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.

. •

For GANDHI & ASSOCIATES LLP Chartered Accountants (FRN: 102965W/W100192j

Milind Gandhi Partner Membership No. 043194

UDIN: 19043194AAAABR2008

Murnba i Dated: 14th August 2019