Prime Securities Ltd. — Interim / Quarterly Report 2020

Aug 18, 2020

August 18, 2020

~rate Relationship Department ~o,~ ^yStock Exchange Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400001

Capital Markets - Listing National Stock Exchange of India Ltd Exchange Plaza, 5th Floor, Plot No. CIl , G Block, Bandra Kurla Complex, Bandra (East), Mumbai 40005 1

Dear Sir I Madam,

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

Re: Stock Codc: 500337 (BSE) I PRlMESECU (NSE)

Pursuant to the provisions of Regul ation 30 and 33 of the Securities and Exchange Board of India (Listi ng Obli gations and Disclosure Requirements) Regul ations, 201 5 ("SEBI Listing Regul ations"), we wish to inform yo u 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 First Quarter ended June 30, 2020.

Please find attached the fo llowing:

• I. Press Release;
• 1. Unaudited Consolidated & Standalone Financial Results of the Company for the First Quarter ended ./une 30, 2020;
• 1. Limited Review Report by MIs. Walker Chandiok & Co LLP, Independent Auditors, on the Unaud ited Financial Results (Consolidated & Standalone) fo r the First Quarter ended June 30, 2020;

Please note that the Unaudited Financial Results will be published in the newspapers as per the provisions of Regul ation 47 of the Securi ties and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same will also be made available on website of the Company (www.primesec.com).

Prime Securities Limited 1109/ 1110, Maker Chambers V, Nariman Point, Mumbai 400 021. CIN: L67120MH1982PLC026724 Website: www.primesec.com Tel : +91-22-6184 2525

We wish to inform you that the Board of Directors of the Company have approved the reappointment of Mr. N. Jayakumar, as Managing Director & Group CEO, for a fresh term of Five Years, with effect from February II , 202 1. The profile of Mr. N. Jayakumar is enclosed herewith. Mr. N. Jayakumar is not related to any Directors of the Company.

The Board Meeting commenced at 12.15 p.m. and concluded at 14.00 p.m.

Company Sccrcta.-y (ACS-14359)

Prime Securities Limited 1109/1110, Maker Chambers V, Nariman Point, Mumbai 400 021. CIN: L67120MH1982PLC0 26724 Website: www.primesec.com

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

UNAUDrTED (CONSOLIDATED) FINANCIAL RESULTS QUARTER ENDED JUNE 30, 2020

Tota l Revcnucs for the Quarter at Rs. 1008 Lakhs vIs, Rs. 1,0751akhs (Ql-1' Y19-20) ( Down 6 0;(. )

Cash Pn)fit for the Quarter at Rs. 386 lakhs vIs, Rs. 361 III khs (Ql-lfYl 9-20)

A) Revenue pipeline, debt and equ ity synd ication, continues to be robust.

13) Restructuring related dea ls have been pushed back by a few quartcrs,

• C) Company continues to build up its cash and cash eq uivalents,
• D) Company, as a Category I Merchant Banker, operates exclusively ^I II the fi nancial Advisory space - Debt & Equ ity Syndication, IPO and QIP managemc nt, Corporate Advisory, Mergers & Acquisitions and Corporate Rcstl'lIcturi ng,

For Prime Securities Limitcd JAY AKU MAR ::'!.~~v:,:~",:,=WMY " .......... "',' .. NARA YANSWA !:;::"'~~~~.!!='!'6<bllt _ Numt.«·.,S< .... ,.._)H(b ...... 'I! MI _' __ b!klobl). ", J>.YA~uMAli NAMVAJ/IWAH< n...,lOlO.lII.11 1l.S,,,1 . \K'JO'

N. Jayal<umal' Managing Director & Gro up CEO

MUll1bai. August 18,2020

Prime Securities Lim ited 1I09! 1lI0, Maker Chambers V, Nanrnan Point, Mumbai 400 021. ClN: L67120MH 982PLC02672~ Website: www.pnmesec.coill Tel : +91·22· 6184 2525

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-

Fax: +91·22·2497 0777

(Up 7 %)

Walker Chandiok & Co LLP 16th floor, Tower II, Indiabulls Finance Centre, SB Marg, Prabhadevi (W) Mumbai – 400 013 India T +91 22 6626 2699 F +91 22 6626 2601

Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results of the Company 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

• 1. We have reviewed the accompanying statement of unaudited consolidated financial results ('the Statement') of Prime Securities Limited ('the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group'), (refer Annexure 1 for the list of subsidiaries included in the Statement) for the quarter ended 30 June 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 responsibility of the Holding Company's management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the accounting principles laid down in Indian Accounting Standard 34, Interim Financial Reporting ('Ind AS 34'), prescribed under section 133 of the Companies Act, 2013 ('the Act'), 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 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.

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 accounting 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 3

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

Prime Securities Limited

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

• 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.

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

1. We did not review the interim financial results of two subsidiaries included in the Statement, whose financial information reflects total revenues of ₹ 453 lakhs, total net (loss) after tax of ₹ (152) lakhs, total comprehensive (loss) of ₹ (151) lakhs for the quarter ended 30 June 2020, respectively, as considered in the Statement. These interim financial results have been reviewed by other auditors whose review reports have 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 auditors and the procedures performed by us as stated in paragraph 3 above.

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

1. The Statement includes the interim financial results of two subsidiaries, which have not been reviewed by their auditors, whose interim financial information reflects total revenues of ₹ 6 lakhs, net profit after tax of ₹ 1 lakh, total comprehensive income ₹ 1 lakh for the quarter ended 30 June 2020 respectively, as considered in the Statement, and have been furnished to us by the Holding Company's management. Our review of the Statement in so far as it relates to the aforesaid subsidiaries, is based solely on such unreviewed financial information. According to the information and explanations given to us by the management, such 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 Management.

1. The review of unaudited consolidated quarterly financial results for the period ended 30 June 2019 included in the Statement was carried out and reported by Gandhi & Associates LLP who have expressed modified conclusion vide their review report dated 14 August 2019, whose review report has been furnished to us by the management and which has been relied upon by us for the purpose of our review of the Statement. Our conclusion is not modified in respect of this matter.

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

Digitally signed by MURAD D DARUWALLA Date: 2020.08.18 12:35:46 +05'30'

Murad D. Daruwalla Partner Membership No:043334

UDIN:20043334AAAAAI2717

Place: Mumbai Date: 18 August 2020

Prime Securities Limited

Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results of the Company 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. 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: prime@primesec.com

( CIN: L67120MH1982PLC026724)

STATEMENT OF CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2020

	(Rs. in Lakhs, unless otherwise stated)
Particulars			Quarter ended Year ended
		30-Jun-20	31-Mar-20	30-Jun-19	31-Mar-20
		(Unaudited)	(Unaudited)*	(Unaudited)#	Audited
I	Revenue from operations
	i) Interest income	39	25	17	75
	ii) Dividend income	-	0	0	0
	iii) Rental income	-	-	1	4
	iv) Fee and commission income	943	3,081	1,057	7,366
	v) Net gain on fair value changes	17	9	0	-
	vi) Gain on sale/ redemption of investments (net)	9	-	-	-
	Revenue from operations	1,008	3,115	1,075	7,445
II	Other income	0	1	-	1
III	Total income (I+II)	1,008	3,116	1,075	7,446
	Expenses i) Finance cost	8	6	7	22
	ii) Fees and commission expense	183	817	242	1,880
	iii) Net loss on fair value changes	-	-	19	129
	iv) Impairment on financial instruments	57	1,452	-	1,969
	v) Employee benefit expense	366	715	363	1,847
	vi) Depreciation & amortisation expense	29	33	23	99
	vii) Other expenses	153	179	152	426
IV	Total expenses	796	3,202	806	6,372
V	Profit / (loss) before tax (III-IV)	212	(86)	269	1,074
VI	Tax expenses / (credits)
	- Current tax	82	11	82	269
	- Deferred tax liabilities / (assets)	37	16	-	16
VII	Profit / (loss) after tax from continuing operations (V-VI)	93	(113)	187	789
VIII	Other comprehensive income
	a) I) Items that will not be reclassified to profit or loss (a) Remeasurement of defined employee benefit plans	5	(1)	(2)	(9)
	II) Income tax relating to items that will not be reclassified to profit or loss	(1)	1	0	3
	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)	4	(0)	(2)	(6)
IX	Total comprehensive income for the quarter / year (VII +VIII)
	(Comprising profit / (loss) and other comprehensive income for the quarter / year)	97	(113)	185	783
X	i) Paid-up equity share capital (face value Rs. 5/- each)	1,330	1,330	1,330	1,330
	ii) Other equity				3,200
XI	Earning / (loss) per equity share for continuing operation
	(face value Rs. 5/- per equity share)
	(Rs. not annualised for the quarters and year ended)
	- Basic (amount in Rs.)	0.35	(0.43)	0.71	2.98
	- Diluted (amount in Rs.)	0.35	(0.42)	0.70	2.95
*	Refer Note 9

# Refer Note 6

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 August 18, 2020. The results for the Quarter ended June 30, 2020 have been reviewed by the statutory auditors of the Company.
• 2) The Consolidated financial results include the audited financial results of the wholly-owned subsidiaries - Primesec Investments Limited, Prime Research & Advisory Limited, Prime Commodities Broking (India) Limited and Prime Funds Management Limited.
• 3) The SARS-CoV-2 virus responsible for COVID -19 continues to remain a major public health emergency. While rates of infection remain elevated, the economy is gradually opening up across the country. Localized lockdowns to control the spread of infection have been deployed. Inter-state and intra- state travel continue to have restrictions. During this unprecedented time, the company has successfully migrated all its employees to work from home .The Company has provided the required infrastructure for the same. 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 will continue to monitor for any material changes to future economic conditions.
• 4) 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. The Company has received no objection from stock exchanges / SEBI and have made petition to the jurisdictional bench of National Company Law Tribunal for its approval.
• 5) 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 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 statements for the current quarter.

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 ended June 2019 has been reclassified to comply with the requirements of the Division III.

6) 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 comparative quarter in order to comply with the accounting principles enunciated under the relevant Ind-AS's:

a) Employee Benefit Expenses for the quarter ended June 30, 2019 aggregating to Rs. 362.92 lakhs have been adjusted:

(i) on account of recognition of expenses pertaining to share based payment transactions to the tune of Rs. 49.58 lakhs, and

(ii) on account of recognition of expenses related to performance bonus to the tune of Rs. 65 lakhs.

b) Depreciation Expense for the quarter ended June 30, 2019 aggregating to Rs. 23.08 lakhs have been adjusted for Rs. 1.63 lakhs on account of reversal of depreciation expense pertaining to reclassification of Property, Plant & Equipments to 'Other receivable' as per Ind-AS 16 under the financial asset to the tune of Rs. 392.80 lakhs for the quarter ended June 30, 2019.

• 7) The Group has identified two reportable 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.
• 8) As per Ind-AS 109, the Company has unrealised gain / (loss) of Rs.17.29 lakhs for the quarter ended June 30, 2020, which has been classified under head 'Net gain on fair value changes'.
• 9) The figures for quarter ended March 31, 2020 represents the balance between audited financials in respect of full financials year and those published till the third quarter of the respective financials years.
• 10) The amounts reflected as "0" in the Financial Information are values with less than rupees fifty thousand.
• 11) Previous quarter / year ended figures have been regrouped / reclassified, wherever found necessary, to confirm to the current quarter end presentation.

For Prime Securities Limited

JAYAKUMAR NARAYANSWAMI d67a8d94798becbffcfab87, cn=JAYAKUMAR NARAYANSWAMI

Mumbai August 18, 2020

N. Jayakumar Managing Director & Group CEO

Walker Chandiok & Co LLP 16th floor, Tower II, Indiabulls Finance Centre, SB Marg, Prabhadevi (W) Mumbai 400 013 India T +91 22 6626 2699 F +91 22 6626 2601

Independent Review Report on Standalone Unaudited Quarterly Financial Results of the Company 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

• 1. We have reviewed the accompanying statement of standalone unaudited financial results ( the Statement ) of Prime Securities Limited ( the Company ) for the quarter ended 30 June 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. The Statement, which accounting principles laid Section 133 of the Companies Act, 2013 , 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 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 accounting 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

Prime Securities Limited

Independent Review Report on Standalone Unaudited Quarterly Financial Results of the Company Pursuant to 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 1 April 2016 which is not in compliance with Companies (Indian Accounting Standards) (Amendment) Rules, 2016, dated 30 March 2016. However, management has assessed that the impact applying the appropriate transition date as well as the possible impact of fines/penalty, if any, on account of such non-compliance on the financial statement of the Company would not be material.
• 1. We draw attention to Note 5 in and inter-company deposit extended to Primesec Investments Limited (PIL), a wholly owned subsidiary of the Company aggregating to Rs. 3,924.28 lakhs as at 30 June 2020, which are considered as fully recoverable by the management based on the valuation performed by an independent valuation expert. However, these are dependent on certain assumptions and estimates considered by 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 these above matters.

1. The review of standalone unaudited quarterly financial results for the quarter ended 30 June 2019, included in the Statement was carried out and reported by Gandhi & Associates LLP, Chartered Accountant who have expressed modified conclusion vide their review report dated 14 August 2019, whose review report has been furnished to us and which has been relied upon by us for the purpose of our review of the Statement. Our conclusion is not modified in respect of this matter.

For Walker Chandiok & Co LLP

Chartered Accountants Firm Registration No:001076N/N500013

Murad D. Daruwalla Partner Membership No:043334

UDIN:20043334AAAAAH2190

Place: Mumbai Date: 18 August 2020

PRIME SECURITIES LIMITED

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

(CIN: L67120MH1982PLC026724)

STATEMENT OF STANDALONE FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2020

					(Rs. in Lakhs, unless otherwise stated)
Particulars		Quarter ended			Year ended
		30-Jun-20	31-Mar-20	30-Jun-19	31-Mar-20
		(Unaudited)	(Unaudited)*	(Unaudited)#	(Audited)
I	Revenue from Operations
	i) Interest income	26	12	8	55
	ii) Dividend income	-	-	0	-
	iii) Rental income iv) Fee and commission income	-	- 900	1 505	4
	v) Net gain on fair value changes	510 16	-	-	2,225 -
	vi) Gain on sale / redemption of investments (net)	13	-	-	-
	Revenue from operations	565	912	514	2,284
II	Other income	32	65	65	260
III	Total income (I+II)	597	977	579	2,544
	Expenses
	i) Finance cost	6	3	1	8
	ii) Fee and commission expense	-	500	-	540
	iii) Net loss on fair value changes	-	0	19	33
	iv) Impairment on financial instruments	-	703	-	889
	v) Employee benefit expenses	160	254	178	836
	vi) Depreciation and amortisation expense	17	17	6	34
	vii) Other expenses	71	133	49	422
IV	Total expenses	254	1,610	253	2,762
V	Profit / (loss) before tax (III-IV)	343	(633)	326	(218)
VI	Tax expenses / (credits)
	- Current tax	56	(36)	81	(2)
	- Deferred tax liabilities / (assets)	33	23	-	23
VII	Profit / (loss) after tax from continuing operations (V-VI)	254	(620)	245	(239)
VIII	Other comprehensive income
	I) Items that will not be reclassified to profit or loss a)
	(a) Remeasurement of defined employee benefit plans	4	(2)	(1)	(7)
	II) Income tax relating to items that will not be reclassified to profit or loss	(1)	0	0	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 (a+b)	3	(2)	(1)	(5)
IX	Total comprehensive income for the quarter / year (VII + VIII)	257	(622)	244	(244)
	(Comprising profit / (loss) and other comprehensive income for the quarter / year)
X	i) Paid-up equity share capital (face value Rs. 5/- each)	1,330	1,330	1,330	1,330
XI	ii) Other equity Earning / (loss) per equity share from continuing operation				6,098
	(face value Rs.5 per equity share)
	(Rs. not annualised for the quarters and year ended)
	- Basic (amount in Rs.)	0.96	(2.34)	0.92	(0.90)
	- Diluted (amount in Rs.)	0.96	(2.31)	0.92	(0.90)
	* refer note number 9

refer note number 6

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 approved by the Board of Directors at its Meeting held on August 18, 2020. The results for the Quarter ended June 30, 2020 have been reviewed by the statutory auditors of the Company.
• 2) The SARS-CoV-2 virus responsible for COVID -19 continues to remain a major public health emergency. While rates of infection remain elevated, the economy is gradually opening up across the country. Localized lockdowns to control the spread of infection have been deployed. Inter-state and intra- state travel continue to have restrictions. During this unprecedented time, the company has successfully migrated all its employees to work from home .The Company has provided the required infrastructure for the same. 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 will continue to monitor for 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. The Company has received no objection from stock exchanges / SEBI and have made petition to the jurisdictional bench of National Company Law Tribunal for its approval.
• 4) 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 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 statements for the current quarter.

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 ended June 2019 has been reclassified to comply with the requirements of the Division III.

• 5) The Company has a financial exposure of Rs. 3,924.17 lakhs as at June 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. 2,517.78 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 and valuation as per independent valuer's report dated May 20, 2020, the management believes that the amount is fully recoverable and no provision is necessary for diminution in the value of the Company's financial exposure in PIL.
• 6) 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 comparative quarter in order to comply with the accounting principles enunciated under the relevant Ind-AS's:

a) Employee Benefit Expenses for the quarter ended June 30, 2019 aggregating to Rs. 178.49 lakhs have been adjusted:

(i) on account of recognition of expenses pertaining to share based payment transactions to the tune of Rs. 18.07 lakhs, and

(ii) on account of recognition of expenses related to performance bonus to the tune of Rs. 65 lakhs.

b) Depreciation Expense for the quarter ended June 30, 2019 aggregating to Rs. 6 lakhs have been adjusted for Rs. 1.63 lakhs on account of reversal of depreciation expense pertaining to reclassification of Property, Plant & Equipments to 'Other receivable' as per Ind-AS 16 under the financial asset to the tune of Rs. 392.80 lakhs for the quarter ended June 30, 2019.

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

• 7) The Company has only one segment i.e. Financial Advisory & Intermediation services. There are no separate reportable segments as required by Ind-AS 108.
• 8) As per Ind-AS 109 the Company has unrealised gain / (loss) of Rs. 15.93 lakhs for the quarter ended June 30, 2020, which has been classified under head 'Net gain on fair value changes'.
• 9) The figures for quarter ended March 31, 2020 represents the balance between audited financials in respect of full financials year and those published till the third quarter of the respective financials years.
• 10) The amounts reflected as "0" in the Financial Information are values with less than rupees fifty thousand.
• 11) Previous quarter / year ended figures have been regrouped / reclassified, wherever found necessary, to confirm to the current quarter end presentation.

For Prime Securities Limited

August 18, 2020 Managing Director & Group CEO N. Jayakumar

Mumbai,

PROFILE

N.JAYAKUMAR

Mr. Jayakumarjoi ned Prime Securities in 1992. He ho lds a B. Tech Mechan ica l Engineering, JlT De lh i ( 1978-83) and an MBA from 11M Ahmedabad ( 1983-85). Prior to joini ng Prime, he was head of the Corporate Finance and Merchant Banking Group at Citibank, having prev iously spent several years in Money Markets and Securities Trad in g.

He is a recogn ized Speaker on various Business TV channels and fora for Eq uity Research, Wealth Ma nagement, Private Equity, the In dian Economy and Stock Markets.

Among his other passions are compil ing cryptic crossword puzzles, mentori ng young adults, ten-pin bowl ing (represented India in the World Championships in Ma laysia in 2003) and Hi ndi fi lm music.

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

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