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Prime Securities Ltd. Interim / Quarterly Report 2020

Nov 5, 2020

59172_rns_2020-11-05_dd598381-475a-49a6-bb05-a33b19d6f520.pdf

Interim / Quarterly Report

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November 5, 2020

rporate Relationship Department ombay Stock Exchange Limited Phiroze Jeej eebhoy Towers, Dalal Street, Fort, Mumbai 40000 I

Capital Markets - Listing National Stock Exchange of India Ltd Exchange Pl aza, 5th Floor, Pl ot No. CIl, G Block, Bandra Kurla Compl ex, 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

Rc: Stock Code: 500337 (BSE) I PRIMESECU (NSE)

Pursuant to the provisions of Regulation 30 and 33 of the Securities and Exchange Board of India (Listi ng Obligati ons and Disclosure Requirements) Regul ati ons, 201 5 ("SEBI Listing Regulations"), we wish to inform you that the Board of Directors of the Company, at their Meeting held today, have taken on record the Unaudited Consolidated and Standalone Financial Results of the Company for the Second QUalter and Half Year ended September 30, 2020.

Please fin d attached the following:

  • I. Press Release;
    1. Unaudited Consolidated & Standalone Financial Res ults of the Company for the Second Quarter and Half Year ended September 30, 2020;
    1. Limited Revi ew Report by Mis. Wa lker Chandi ok & Co LLP, Independent Auditors on the Unaud ited Financial Results (Conso lidated & Standalone) for the Second Quarter and Half Year ended September 30, 2020;
    1. Statement of Consolidated & Standalone Assets and Liabiliti es as at September 30, 2020;
    1. Statement of Consolidated & Standalone Cash Flow for the Half Year ended September 30, 2020.

Prime Securities Limited

1109/1110, Maker Chambers V, Nariman Point, Mumbai 400 021. ClN: L67120MH1982PLC026724 Website: www.primesec.com

Tel : +91-22-6184 2525 Fax: +91-22-24970777

Please note that the Unaudited Fi nancial Resul ts will be published in the newspapers as per the prov isions of Regulation 47 of SEBI Listing Regulations and the same wil l be availab le on the Stock Exchange websites at www.bse ind ia. com / www. nseind ia. com and on the website of the Company at www.primesec.com.

The Board Meeting commenced at 2.00 p.m. and concluded at 4.50 p.m.

Yours fa ithfully,

Company Secretary (ACS- 14359)

Prime Securities Limited 11 09 ! 111 0, Maker Chambers V, Nariman Point, Mumbai 400 021. CIN: L67120MH1982PLC026724 Website: www.primesec.com

Tel : +91-22-6184 2525 Fax: +91-22-24970777

UNAUDITED (CONSOLIDATED) FINANCIAL RESULTS QUARTER & HALF YEAR ENDED SEPTEMBER 30, 2020

Total Revenues for the Quarter at
Rs. 895 Lakhs vis. Rs. 1,879 lakhs (Q2-FYI9-20)
( Down 52 'X, )
Total Revenues for the Half Year at
Rs. 1,903 Lakhs vis. Rs. 2,954 lakhs (HI-FYI9-20)
(Down 36 %)
Cash Profit for the Quarter at
Rs. 438 lakhs vis. Rs. 1,261 lakhs (Q2-FYI9-20)
(Down 65 %)
Cash Profit for the Half Year at
Rs. 828 lakhs vis. Rs. 1,685 lakhs (HI-FYI9-20)
( Down 51 'Yo)

A) Revenue pipeline, debt and equity syndication, continues to be robust.

B) Restructuring related deals have been pushed back by a few quarters.

  • C) Cash and Cash Equivalents are at their highest level ever.
  • D) Stock Exchange and SEBI approvals for the Merger of two Wholly-owned Subsidiaries have been obtained. NCLT process I approvals are pending.

For Prime Securities Limited

N. Jayakumar Managing Director & Group CEO JAYAKUMAR NARAYANSWAMI Digitally signed by JAYAKUMAR NARAYANSWAMI DN: c=IN, st=Maharashtra, 2.5.4.20=baba307048297d74a848ffce2f15639a00d4996c782c095c5d9a53d290b2b0e0, postalCode=400006, street=51, ZENIA ABAD, LITTLE GIBBS ROAD, MUMBAI, MALABAR HILL ROAD, MUMBAI., serialNumber=815cee63ea2095d43f5cba54fe755b9df6aa48086d67a8d94798becbffcfab87, o=Personal, cn=JAYAKUMAR NARAYANSWAMI, pseudonym=c820a041378ce3629ee7ab4168146056 Date: 2020.11.05 16:52:25 +05'30'

Mumbai, November 5,2020

Prime Securities Limited

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

Walker Chandiok & Co LLP 11th floor, Tower II, One International Center, SB Marg, Prabhadevi (W) Mumbai 400 013 India

T +91 22 6626 2699 F +91 22 6626 2601

Financial Results of Prime Securities Limited 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

    1. We have reviewed the accompanying statement of unaudited consolidated financial results of Prime Securities Limited (refer Annexure 1 for the list of subsidiaries included in the Statement) for the quarter ended 30 September 2020 and the consolidated year to date results for the period 1 April 2020 to 30 September 2020 , 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), including relevant circulars issued by the SEBI from time to time.
    1. This Statement, which is the responsibil by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by the SEBI from time to time. 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 Engagements (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditing specified under section 143(10) of the Act, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the SEBI Circular CIR/CFD/CMD1/44/2019 dated 29 March 2019 issued by the SEBI under Regulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), to the extent applicable.

Page 1 of 4

Chartered Accountants

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

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

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

    1. Based on our review conducted and procedures performed as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, prescribed under Section 133 of the Act, and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including the manner in which it is to be disclosed, or that it contains any material misstatement.
    1. We draw attention to Note 5 to the accompanying Statement, which indicates that the Company has adopted IND AS from 1 April 2017 instead of 1 April 2019 and considered the 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 noncompliance on the financial statement of the Company would not be material.
    1. We draw attention to Note 6 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.
    1. We draw attention to Note 3 to the accompanying Statement, the following Emphasis of Matter is given by another firm of Chartered Accountants vide their report dated 04 November 2020 on the financial results of Primesec Investment Limited and Prime Research and Advisory Limited, subsidiaries of the Holding Company, reproduced by us as under:

the uncertainties relating to the effects of COVIDits impact on the accompanying financial results and operations of the Company as at the balance sheet date, the extent of which is significantly dependent on future developments as they evolve.

Our conclusion is not modified in respect of the above matters

  1. We did not review the interim financial results of three subsidiaries included in the statement, whose 2,418 lakhs as at 30 September 2020, and total 73 lakhs 533 lakhs, total net (loss) (228) lakhs (381) lakhs, (4) lakhs (382), for the quarter and year to date six-month period ended on 30 September 2020, respectively, and cash outflow 14 lakhs for the six month period ended 30 September 2020, as considered in the Statement. These interim financial results have been reviewed by other auditor whose review reports has been furnished to us by the management, and our conclusion in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the review reports of such other auditor and the procedures performed by us as stated in paragraph 3 above.

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

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

The Statement includes the interim financial information of one subsidiary, which has not been reviewed by its auditors, whose interim financial information reflects 5.00 lakhs as at 30 September 2020 0.00 0.00, net loss (0.04) lakhs (0.04) lakhs, total comprehensive loss (0.04) lakhs (0.04) lakhs for the quarter and year to date six month period ended 30 September 2020 respectively, cash outflow (net) of 0.04 lakhs for the six month period ended 30 September 2020 as considered in the Statement, ement. Our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, is based solely on such unreviewed interim financial information. According to the information and explanations given to us by the management, these interim financial information are not material to the Group.

Our conclusion is not modified in respect of this matter with respect to our reliance on the financial information certified by the Board of Directors.

For Walker Chandiok & Co LLP

Chartered Accountants Firm Registration No:001076N/N500013

Murad D. Daruwalla Partner Membership No:043334

UDIN:20043334AAAAAX7973

Place: Mumbai Date: 05 November 2020

Financial Results of Prime Securities Limited 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: 1109/1110, Maker Chambers V, Nariman Point, Mumbai 400021 Tel: +91-22-61842525 Fax: +91-22-24970777 Website: www.primesec.com Email: [email protected]

(CIN: L67120MH1982PLC026724)

STATEMENT OF CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2020

(Rs. in Lakhs, unless otherwise stated)
Particulars Quarter ended Half year ended Year ended
30-Sep-20 30-Jun-20 30-Sep-19 $30-Sep-20$ 30-Sep-19 31-Mar-20
(Unaudited) (Unaudited) (Unaudited)# (Unaudited) (Unaudited)# Audited
Revenue from operations
i) Interest income -56 39 $\mathbf{1}$ 95 18 75
Dividend income
$\overline{11}$
$\Omega$ $\bf{0}$
iii) Rental income $\sim$ $\overline{c}$ 3 $\overline{\mathbf{4}}$
iv) Fee and commission income 790 943 1,876 1,733 2,933 7,366
v) Net gain on fair value changes 35 17 52 $\bf{0}$
vi) Gain on sale/redemption of investments (net) 12 9 $\Omega$ 21 $\Omega$
Revenue from operations 893 1,008 1,879 1,901 2,954 7,445
Other income
2 $\Omega$ $\mathbf{2}$ $\mathbf{1}$
Ш
Total income (I+II)
895 1,008 1,879 1,903 2,954 7,446
Expenses
i) Finance cost 12 8 -6 20 13 22
ii) Fees and commission expense 74 212 160 286 402 1,880
iii) Net loss on fair value changes 134 153 129
iv) Impairment on financial instruments 44 57 178 101 178 1,969
v) Employee benefit expense 362 366 389 728 752 1,847
vi) Depreciation & amortisation expense 35 29 22 64 45 99
vii) Other expenses 79 123 113 202 265 426
IV
Total expenses
606 795 1,002 1,401 1,808 6,372
Profit / (loss) before tax (III-IV)
IV
289 213 877 502 1,146 1,074
Tax expenses / (credits)
VI
Current tax 76 82 176 158 257 269
Deferred tax liabilities / (assets) (1) 37 (1) 36 (1) 16
VII Profit / (loss) after tax (V-VI) 214 94 702 308 890 789
VIII Other comprehensive income / (loss)
a) I) Items that will not be reclassified to profit or loss
(a) Remeasurement of defined employee benefit plans (7) 5 (5) (2) (7) (9)
II) Income tax relating to items that will not be reclassified to profit or loss 2 (1) -1 1 $\overline{2}$ 3
b) I) Items that will be reclassified to profit or loss $\blacksquare$ $\blacksquare$ $\sim$
II) Income tax relating to items that will be reclassified to profit or loss $\blacksquare$
Other comprehensive income / (loss) (a+b) (5) $\overline{4}$ (4) (1) (5) (6)
Total comprehensive income for the quarter / period $(VII + VIII)$
IX
(Comprising profit / (loss) and other comprehensive income for the quarter / period) 209 98 698 307 885 783
i) Paid-up equity share capital (face value Rs. 5 each)
IX
1,330 1,330 1,330 1,330 1,330 1,330
ii) Other equity 3,200
$\overline{X}I$ Earning / (loss) per equity share
(face value Rs. 5 per equity share)
(Rs. not annualised for the quarters and period ended)
Basic (amount in Rs.) 0.81 0.35 2.65 1.16 3.35 2.98
Diluted (amount in Rs.)
$\blacksquare$
0.79 0.35 2.63 1.14 3.33 2.95

$#$ Refer Note 6

$\label{eq:Regd:office:1109/1110} \text{Naker Chambers V, Nariman Point, Mumbai 400021} \ \text{Tel: +91-22-61842525 Fax: +91-22-24970777 Website: www.primesee.com Email: [email protected]}$ Tel: +91-22-61842525 Fax: +91-22-24970777 Website: www.pubsessection.com/
CIN: L67120MH1982PLC026724
CONSOLIDATED STATEMENT OF ASSETS & LIABILITIES
Res. in Lakhs, unless otherwise stated)

(ISS. III LARIIS, UHIUSS OUIUI WISU Statuu
Particulars As at As at
September 30, 2020 March 31, 2020
(Unaudited) (Audited)
ASSETS
I. Financial assets
a) Cash and cash equivalents 80 201
b) Bank balance other than (a) above 752 1,439
c) Receivables
Trade receivables
(i)
(ii)
Other receivables
321
393
439
Investments 2,824 393
189
d)
e)
Other financial assets 168 2,249
4,538 4,910
II. Non-financial assets
a) Current tax assets (net) 760 550
b) Deferred tax assets (net) 49 84
c) Property, plant and equipment 397 374
d) Other intangible assets 4 4
e) Other non-financial assets 59 245
1,269 1,257
TOTAL ASSETS 5,807 6,167
LIABILITIES AND EQUITY
I. Financial liabilities
a) Payables
Trade payables
(i)
Total outstanding dues of micro enterprises and small
enterprises
Total outstanding dues of creditors other than micro
enterprises and small enterprises 214 245
b) Borrowings 39 44
c) Other financial liabilities 330 533
583 822
II. Non-financial liabilities
a) Provisions 103 504
b) Other non-financial liabilities 74 311
177 815
III. Equity
a) Equity share capital 1,330 1,330
b) Other equity 3,717 3,200
5,047 4,530
TOTAL LIABILITIES AND EQUITY 5,807 6,167

Regd. Office: 1109/1110, Maker Chambers V, Nariman Point, Mumbai 400021 Tel: +91-22-61842525 Fax: +91-22-24970777 Website: www.primesec.com Email: [email protected]

CIN: L67120MH1982PLC026724

CONSOLIDATED STATEMENT OF CASH FLOW FOR THE PERIOD ENDED SEPTEMBER 30, 2020

(Rs. in Lakhs, unless otherwise stated)
Period ended Period ended
Particulars September 30,2020 September 30,2019
Cash flow from operating activities:
Profit before tax
500 1.139
: Adjustments for 64
Depreciation and amortisation expense
Changes in fair valuation of investment (net) through profit or loss
(52) 45
153
Lease rental payment
Gain on sale of investments (net) (21)
Interest Expense 16 9
Interest income on deposits (96) (18)
Dividend income (0)
Share based payment to employees 213 163
Impairment of financial assets $\overline{a}$
(Appreciation) /Dimunition in value of Investments $\overline{\phantom{a}}$ $\blacksquare$
Deposit written off (101) 178
Operating profit before working capital changes 523 1,669
Adjustments for changes in working capital:
(Decrease) / Increase in provisions (401) (377)
Increase / (Decrease) in trade payables (31) (23)
Increase/ (Decrease) in other financial liabilities (221) (5)
Increase/ (Decrease) in other non-financial liabilities (203) (15)
(Increase)/ Decrease in other financial assets 2,175 406
(Increase)/ Decrease in other receivables 10
Decrease/ (Increase) in trade receivables 218 89
Decrease/ (Increase) in other non-financial assets 186 (17)
Total changes in working capital 1,723 68
Cash generated from operations 2,246 1,737
Taxes paid, net of refunds (367) (413)
Net cash generated/(used) from operating activities (A) 1,879 1,324
Cash flow from investing activities:
Purchase of property, plant and equipments including capital work-in-progress (88) (30)
Proceeds from sale / disposal of property, plant and equipments
Purchase of Investments (2, 562) 6
(Increase)/ Decrease in Loans 100
Decrease/ (Increase) in other bank balances 687 (710)
Interest income 9 18
Dividend received (B) (1,954) 0
(616)
Net cash generated/(used) from in investing activities
Cash flow from financing activities:
Application Money against warrants
Borrowings repaid during the year (5) (333)
Interest Paid (2) (5)
Payment of lease rental (32) (27)
Increase/Decrease in security deposits
Interim dividend (including dividend distribution tax) paid
(7)
Net cash generated/(used) in financing activities (C) (46) (365)
Net Increase / (Decrease) in cash and cash equivalents $(A+B+C)$ (121) 343
Cash and cash equivalents at the beginning of the year 201 87
Cash and cash equivalents at the end of the year 80 430
Total (121) 343

Consolidated Notes:

  • $1)$ 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, 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 November 05, 2020. The results for the quarter and half year ended September 30, 2020 have been reviewed by the statutory auditors of the Company.
  • The Consolidated financial results includes the reviewed financial results of the wholly-owned subsidiaries Primesec Investments Limited, Prime Research & Advisory Limited, Prime Commodities Broking (India) 2) Limited and Prime Funds Management Limited.
  • COVID-19 pandemic continues to remain a major public health emergency. The resultant lockdown imposed by Government is now gradually been phased out and the economic activities across the nation are slowly $3)$ returning to its normal. All the employees of the group continues to work from home. The group believes 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. Primesec Investments Limited, which provides corporate advisory services for corporate restructuring, have seen the assignment on slow motion / hold due to non-functioning of NCLT / moratorium granted by RBI in view of COVID-19. Prime Research & Advisory Limited, have witnessed fewer deal closure during the quarter. The impact assessment of COVID 19 is a continuing process given its nature and duration. The Company is continuously monitoring any material changes to future economic conditions.
  • The Board of Directors had, on January 9, 2020, approved the Scheme of Arrangement, under Sections 230 to 232 read with Section 66 & Section 52 & other applicable provisions of the Companies Act, 2013 and the $4)$ rules & regulations made thereunder, comprising merger of wholly-owned subsidiaries, Primesec Investments Limited & Prime Commodities Broking (India) Limited into the Company. Post receipt of No Objection from Stock Exchanges / SEBI, an application was filed with NCLT for approval of the Scheme of Arrangement, which has been admitted and the NCLT has granted dispensation from holding meeting of Shareholders / Creditors. Copy of the order is awaited. Post receipt of representation from statutory and regulatory authorities, NCLT will take up Petition for approval of Scheme of Arrangement.
  • The Company had adopted Ind-AS from April 1, 2017 and comparative financial information for the vear ended March 31, 2018 and transition date opening balance sheet as at April 1, 2016 were prepared in $5)$ accordance with Ind-AS. The Company being a listed NBFC (for the purpose of complying with IND AS, as per the provisions of the Companies (Indian Accounting Standard) Rules, 2015) with a net-worth of less than Rs. 500 crores, should have adopted Ind AS from April 1, 2019 with transition date being April 1, 2018 in accordance with Companies (Indian Accounting Standards) (Amendment) Rules, 2016, dated March 30, 2016.

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

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 March 30, 2016 and believes that the same is not material to the financial results.

Further, the Ministry of Corporate Affairs (MCA), vide its notification dated October 11, 2018 issued Division III of Schedule III, which provides the format for financial results of Non-Banking Financial Companies, as defined in the Companies (Indian Accounting Standards) (Amendments) Rules 2016. These Financial results have been prepared in accordance with Division III. The corresponding figures for the quarter & half year ended September 30, 2019 has been reclassified to comply with the requirements of the Division III.

In accordance with the requirements of Indian Accounting Standards (Ind-AS) - 8, "Accounting Policies, Changes in Accounting Estimates and Errors", the management has restated certain account balances for the $6)$ comparative quarter and half year ended in order to comply with the accounting principles enunciated under the relevant Ind-AS's:

a) Employee Benefit Expenses for the quarter and half year ended September 30, 2019 aggregating to Rs. 389.43 lakhs and Rs. 752.04 lakhs respectively have been adjusted on account of de-recognition of expenses related to performance bonus to the tune of Rs.354 lakhs and Rs. 289 lakhs respectively.

b) Depreciation Expense for the quarter and half year ended September 30, 2019 aggregating to Rs.21.80 lakhs and Rs. 44.89 lakhs respectively have been adjusted for Rs. 1.65 lakhs and Rs. 3.28 lakhs respectively on account of reversal of depreciation expense pertaining to reclassification of PPE to 'Other receivable' as per Ind-AS 16 under the financial asset to the tune of Rs. 392.80 lakhs for the quarter and half vear ended September 30, 2019.

  • $\mathcal{L}$ The Group has identified two business segments (i) Financial Advisory & Intermediation services and (ii) Brokerage from mutual fund distribution as per Ind-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.
  • The amounts reflected as "0" in the Financial Information are values with less than rupees fifty thousand. 8)
  • $9)$ Previous quarter / period ended figures have been regrouned / reclassified, wherever found necessary, to confirm to the quarter and half year end presentation.

For Prime Securities Limited

N. Javakumar Managing Director & Group CEO

Mumbai November 05, 2020

Walker Chandiok & Co LLP 11th floor, Tower II, One International Center, SB Marg, Prabhadevi (W) Mumbai 400 013 India

T +91 22 6626 2699 F +91 22 6626 2601

Independent Financial Results of Prime Securities Limited 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

    1. We have reviewed the accompanying statement of standalone unaudited financial results of Prime Securities Limited for the quarter ended 30 September 2020 and the year to date results for the period 01 April 2020 to 30 September 2020 , being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by the SEBI from time to time.
    1. agement and approved by the prescribed under Section 133 of and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by the SEBI from time to time. 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 Engagements (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditing specified under section 143(10) of the Act, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
    1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, prescribed under Section 133 of the Act, and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including the manner in which it is to be disclosed, or that it contains any material misstatement.

Page 1 of 2

Chartered Accountants

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

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

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

    1. We draw attention to Note 4 to the accompanying Statement, which indicates that the Company has adopted IND AS from 1 April 2017 instead of 1 April 2019 and considered the transition date as 01 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 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 5 vestment in and inter-company deposit extended to Primesec Investments Limited (PIL), a wholly owned subsidiary of the Company aggregating to Rs. 4,067 lakhs as at 30 September 2020, which are considered as fully recoverable by the management based on the projected deals and estimated forecast. However, these are dependent on certain assumptions and estimates considered by management, the appropriateness of which is dependent upon the realization of the related business plans.
    1. We draw attention to Note 6 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 conclusion is not modified in respect of the above matters.

For Walker Chandiok & Co LLP Chartered Accountants

Firm Registration No:001076N/N500013

Murad D. Daruwalla Partner Membership No:043334

UDIN: 20043334AAAAAW4075

Place: Mumbai Date: 05 November 2020

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

Tel: +91-22-61842525 Fax: +91-22-24970777 Website: www.primesec.com Email: [email protected]

(CIN: L67120MH1982PLC026724)

STATEMENT OF STANDALONE FINANCIAL RESULTS FOR THE QUARTER & HALF YEAR ENDED SEPTEMBER 30, 2020

Particulars Quarter ended
Half year ended
(INS. III LAKIIS, UHIUSS OLIEI WISC STATEG!) Year ended
30-Sep-20 30-Jun-20 30-Sep-19 30-Sep-20 30-Sep-19 31-Mar-20
(Unaudited) (Unaudited) (Unaudited)# (Unaudited) (Unaudited)# (Audited)
Revenue from operations
i) Interest income 27 26 11 53 26 55
ii) Dividend income $\Omega$ 0
111) Rental income 1 $\overline{2}$
iv) Fee and commission income 775 510 808 1,285 1,313 2,225
v) Net gain on fair value changes 7 16 23
vi) Gain on sale / redemption of investments (net) 12 13 25
Revenue from operations 821 565 820 1,386 1,341 2,284
Other meome
33 32 65 65 130 260
III
Total income (I+II)
854 597 885 1,451 1,471 2,544
Expenses
1) Finance cost 5 6 $\overline{c}$ 11 3 8
ii) Fee and commission expense 65 19 40 84 40 540
iii) Net loss on fair value changes $\blacksquare$ $\blacksquare$ 30 $\blacksquare$ 49 33
iv) Impairment on financial instruments 61 61 889
v) Employee benefit expenses 160 160 196 320 374 836
v1) Depreciation and amortisation expense
v 11 ) Other expenses
15
62
17
52
6
126
32
114
12
175
34
422
Total expenses
IV
307 254 461 561 714 2,762
IV
Profit / (loss) before tax (III-IV)
547 343 424 890 757 (218)
Tax expenses / (credits)
IVI.
- Current tax 101 56 90 157 171 (2)
- Deferred tax liabilities / (assets) (2) 33 (1) 31 (1) 23
VII Profit / (loss) after tax (V-VI) 448 254 335 702 587 (239)
VIII Other comprehensive income/ (loss)
a) I) Items that will not be reclassified to profit or loss
(a) Remeasurement of defined employee benefit plans (4) (7) (0) (6) (7)
II) Income tax relating to items that will not be reclassified to profit or loss 1 (1) $\overline{2}$ $\mathbf{0}$ $\overline{2}$ $\mathbf{2}$
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 / (loss) $(a+b)$ (3) 3 (5) (0) (4) (5)
Total comprehensive income / (loss) for the quarter / period $(VII + VIII)$
IІX
445 257 330 702 583 (244)
(Comprising profit / (loss) and other comprehensive income for the quarter / period)
1) Paid-up equity share capital (face value Rs. 5 each)
IX
1,330 1,330 1,330 1,330 1,330 1,330
11) Other equity 6,098
Earning / (loss) per equity share
XI
(face value Rs.5 per equity share)
(Rs. not annualised for the quarters and period ended)
Basic (amount in Rs.) 1.69 0.96 1.26 2.65 2.21 (0.90)
- Diluted (amount in Rs.) 1.66 0.95 1.25 2.61 2.20 (0.89)

$#$ refer note number 6

Regd. Office : 1109/1110, Maker Chambers V, Nariman Point, Mumbai 400021 Tel: +91-22-61842525 Fax: +91-22-24970777 Website: www.primesec.com Email: [email protected] CIN: L67120MH1982PLC026724

STANDALONE STATEMENT OF ASSETS & LIABILITIES

(Rs. in Lakhs, unless otherwise stated)
Particulars As at As at
September 30, 2020 March 31, 2020
(Unaudited) (Audited)
ASSETS
I. Financial assets
a) Cash and cash equivalents 59 166
b) Bank balance other than (a) above 185
c) Receivables
Trade receivables
(i)
Other receivables
230
393
267
(ii)
Loans
393
d) Investments 3,130
4,234
4,525
2,122
e)
f)
Other financial assets 84 40
8,130 7,698
II. Non-financial assets
a) Current tax assets (net) 340 383
b) Deferred tax assets (net) 47 78
c) Property, plant and equipment 240 271
d) Other intangible assets 1 1
e) Other non-financial assets 21 30
649 763
TOTAL ASSETS 8,779 8,461
LIABILITIES AND EQUITY
I. Financial liabilities
a) Payables
Trade payables
(i)
Total outstanding dues of micro enterprises and small
enterprises
Total outstanding dues of creditors other than micro 45 17
enterprises and small enterprises
b) Borrowings 20 23
c) Other financial liabilities 227 226
292 266
II. a) Non-financial liabilities
Provisions
85 490
b) Other non-financial liabilities 59 277
144 767
Ш. Equity
a) Equity share capital 1,330 1,330
b) Other equity 7,013 6,098
8,343 7,428
TOTAL LIABILITIES AND EQUITY 8,779 8,461

Regd. Office : 1109/1110, Maker Chambers V, Nariman Point, Mumbai 400021 Tel: +91-22-61842525 Fax: +91-22-24970777 Website: www.primesec.com Email: [email protected]

CIN: L67120MH1982PLC026724

STANDALONE STATEMENT OF CASH FLOW FOR THE PERIOD ENDED SEPTEMBER 30, 2020

(RS. In Lakhs, unless otherwise stated)
Period ended Period ended
Particulars September 30,2020 September 30,2019
Cash flow from operating activities:
Profit before tax 889 751
: Adjustments for
Depreciation and amortisation expense 32 12
Changes in fair valuation of investment (net) through profit or loss (23)
Gain on sale of investments (net)
Interest Expense
(25)
11
3
Interest income on deposits (52) (26)
Dividend income (0)
Share based payment to employees 50 43
(Appreciation) /Dimunition in value of Investments 49
Deposit written off 61
Operating profit before working capital changes 882 893
Adjustments for changes in working capital:
(Decrease) / Increase in provisions (98) 17
Increase / (Decrease) in trade payables 28 (11)
Increase/ (Decrease) in other financial liabilities (291) 134
Increase/ (Decrease) in other non-financial liabilities (218) (376)
Decrease/ (Increase) in trade receivables 37 $\overline{a}$
Decrease/ (Increase) in other non-financial assets 9 10
Total changes in working capital (533) (226)
Cash generated from operations 349 667
Taxes paid, net of refunds (114) (49)
Net cash generated/(used) from operating activities (A) 235 618
Cash flow from investing activities:
Purchase of property, plant and equipments including capital work-in-progress (2) (9)
Purchase of Investments (1,902) (30)
(Increase)/ Decrease in Loans 1,395 (370)
Decrease/ (Increase) in other bank balances 185
Interest income 4 26
Dividend received $\bf{0}$
Net cash generated/(used) from in investing activities (B) (320) (383)
Cash flow from financing activities:
Application Money against warrants
Borrowings repaid during the year (3) (172)
Interest Paid (1) (3)
Payment of Lease rent (23) (14)
Increase/(Decrease) in security deposit 5 $\equiv$
Interim dividend (including dividend distribution tax) paid
Net cash generated/(used) in financing activities (C) (22) (189)
Net Increase / (Decrease) in cash and cash equivalents (A+B+C) (107) 46
Cash and cash equivalents at the beginning of the period 166
59
20
66
Cash and cash equivalents at the end of the period (107) 46
Total

Notes:

  • 1) The above standalone financial results have been prepared in accordance with the recognition and measurement principles of 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 taken on record by the Board of Directors at its Meeting held on November 05, 2020. The results for the quarter and half year ended September 30, 2020 have been reviewed by the statutory auditors of the Company.
  • $2)$ COVID-19 pandemic continues to remain a major public health emergency. The resultant lockdown imposed by Government is now gradually been phased out and the economic activities across the nation are slowly returning to its normal. All the employees of the Company continues to work from home. The Company believes 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 the impact assessment of COVID 19 is a continuing process given its nature and duration. The Company is continuously monitoring any material changes to future economic conditions.
  • 3) The Board of Directors had, on January 9, 2020, approved the Scheme of Arrangement, 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 Broking (India) Limited into the Company. Post receipt of No Objection from Stock Exchanges / SEBL an application was filed with NCLT for approval of the Scheme of Arrangement, which has been admitted and the NCLT has granted dispensation from holding meeting of Shareholders / Creditors. Copy of the order is awaited. Post receipt of representation from statutory and regulatory authorities, NCLT will take up Petition for approval of Scheme of Arrangement.
  • The Company had adopted Ind-AS from April 1, 2017 and comparative financial information for the year ended March 31, 2018 and transition date opening balance sheet as at April 1, 2016 were prepared in $41$ accordance with Ind-AS. The Company being a listed NBFC (for the purpose of complying with IND AS, as per the provisions of the Companies (Indian Accounting Standard) Rules, 2015) with a net-worth of less than Rs. 500 crores, should have adopted Ind AS from April 1, 2019 with transition date being April 1, 2018 in accordance with Companies (Indian Accounting Standards) (Amendment) Rules, 2016, dated March 30, 2016.

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

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 March 30, 2016 and believes that the same is not material to the financial results.

Further, the Ministry of Corporate Affairs (MCA), vide its notification dated October 11, 2018 issued Division III of Schedule III, which provides the format for financial results of Non-Banking Financial Companies, as defined in the Companies (Indian Accounting Standards) (Amendments) Rules 2016. These Financial results have been prepared in accordance with Division III. The corresponding figures for the quarter and half year ended September 30, 2019 has been reclassified to comply with the requirements of the Division III.

  • 5) The Company has a financial exposure of Rs. 4066.75 lakhs as at September 30, 2020 in its wholly owned subsidiary viz. Primesec Investment Limited ('PIL') – investment in equity shares and inter-Company deposits. PIL has a negative net-worth of Rs. (2640.77) Lakhs. However, having regard to efforts undertaken by the Board of PIL, among other things to augment revenue sources and realise value of its investments, the financial results of PIL have been prepared on the basis that it is going concern and that no adjustment are required to the carrying value of asset and liabilities. Based on the aforesaid facts, projected deals, estimated forecast and proposed Scheme of arrangement, approved by the Board of Directors, pending approval from NCLT, the management believes that no provision is necessary for diminution in the value of the Company's financial exposure in PIL
  • In accordance with the requirements of Indian Accounting Standards (Ind-AS) 8, "Accounting Policies, Changes in Accounting Estimates and Errors", the management has restated certain account balances for 6) the comparative quarter and half year in order to comply with the accounting principles enunciated under the relevant Ind-AS's:

a) Employee Benefit Expenses for the quarter and half year ended September 30, 2019 aggregating to Rs, 195.76 lakhs and Rs, 374 lakhs respectively have been adjusted: (i) on account of de-recognition of expenses pertaining to share based payment transactions to the tune of Rs. 138.25 lakhs and Rs. 120.18 lakhs respectively, and (ii) on account of de-recognition of expenses related to performance bonus to the tune of Rs. 263 lakhs and Rs. 198 lakhs respectively.

b) Depreciation Expense for the quarter and half year ended September 30, 2019 aggregating to Rs. 6.34 lakhs and Rs. 11.72 lakhs respectively have been adjusted for Rs. 1.65 lakhs and Rs. 3.28 lakhs respectively 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. 392.80 lakhs for the quarter and half year ended September 30, 2019.

c) Other income for the quarter and half vear ended September 30, 2019 aggregating to Rs. 65.00 lakhs and Rs.130 lakhs respectively adjusted on account of income from Business Support Service charged to its subsidiary company in accordance with the cost sharing agreement.

  • The Company has only one segment i.e. Financial Advisory & Intermediation services. There are no separate reportable segments as required by Ind-AS 108. $7)$
  • 8) The amounts reflected as "0" in the Financial Information are values with less than rupees fifty thousand.
  • 9) Previous quarter / period ended figures have been regrouped / reclassified, wherever found necessary, to confirm to the quarter and half year end presentation.

For Prime Securities Limited

JAYAKUMAR $\begin{array}{l} \textbf{B} \textbf{p} \textbf{-d} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{b} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf{u} \textbf$ NARAYANSWAMI

Mumbai. November 05, 2020

N. Jayakumar Managing Director & Group CEO