Prime Securities Ltd. — M&A Activity 2020

Jan 9, 2020

January 9, 2020

The Manager - Listing Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 40000 I

anager - Listing Department at:onal Stock Exchange ofindia Limited Exchange Plaza, 5th Floor, Plot No. CIl, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400051

Dear Sir,

Sub: Disclosures under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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

Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), we wish to inform you that the Board of Directors of Prime Securities Limited ("the Company") and Primesec Investments Limited / Prime Commodities Broking (India) Limited (both wholly-owned subsidiaries of Prime Securities Limited) at their respective Board Meetings held on January 9, 2020 has approved the Composite Scheme of Arrangement ("Scheme") under Sections 230 to 232 read with Section 66 and Section 52 and other applicable provisions of the Companies Act, 2013 and the rules and regulations made thereunder.

The Scheme, inter alia, provides for:

• (i) Merger of Primesec Investments Limited ("PIL") and Prime Commodities Broking (India) Limited (both wholly-owned subsidiaries of the Company) with and into the Company; and
• (ii) Upon effecting the Merger, Reduction of Capital and Re-organisation of Reserves of the Company.

Since, both PIL and PCBIL are wholly-owned subsidiaries of the Company, no Equity Shares will be issued by the Company as consideration for the Merger.

Upon effecting the Merger, Reduction of Capital and Re-organisation of Reserves of the Company shall be carried out under as pa . l),eme in the following manner: Prime Securities Limited 0~~

1109/ mo, Maker Chambers V, 0 Nariman Point, Mumbai 400 021. CIN: L67120MH1982PLC026724 Website: www.primesec.com Tel : +91-22-6184 2525

Fax: +91-22-2497 0777

• (i) Set-off of debit balance in Profit and Loss Account against balance in Capital Reserve Capital Redemption Reserve, Share Forfeiture Account and balance (if any) against Securities Premium; and
• (ii) Re-classification of General Reserve to Profit and Loss Account.

The Scheme as aforesaid is subject to necessary approvals by the Stock Exchanges, Securities and Exchange Board of India, Shareholders and Creditors of the Company(ies), as may be applicable, Jurisdictional Bench of National Company Law Tribunal ("NCLT") and such other statutory and regulatory approvals as may be required.

The Scheme as approved by the Board would be available on the website of the Company at www.primesec.com post submitting the same to the Stock Exchanges. The relevant documents for obtaining approval under Regulation 37 of the SEBI Listing Regulations will be submitted to the Stock Exchanges.

In terms of the SEBI Listing Regulations read with SEBI Circular No. CIRlCFD/CMD/4/2015 dated September 9, 2015, we are furnishing herewith the details of the Scheme as Annexure I and Annexure II.

The Board Meeting commenced at 12.30 p.m. and concluded at 4.00 p.m.

Thanking you,

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

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

Annexure I - Amalgamation / Merger (as Part 2 of the Scheme)

a)	Name of theentity(ies), formingpart of theamalgamationdetails in brief suchas size, turnoveretc.;	1.	Prime Securities Limited / Transferee Company
			Particulars	Amount in Crores -Standalone
				As onSeptember 30, 2019	As onMarch 31, 2019
			Total Assets	81.16	79.29
			Networth	76.59	72.69
			Total Income	13 .22	lUI
		2.	Primesec Investments Limited / Transferor Company 1
			Particulars		Amount in Crores
				As onSeptember 30, 2019	As onMarch 31, 2019
			Total Assets	14.65	18.12
			Networth	(25.95)	(29.28)
			Total Income	11.95	21.00
			Company 2	Amount in Crores
			Particulars	As on	As on
				September 30, 2019	March 31, 2019
			Total Assets	8.61	3.57
			NetworthTotal Income	0.940.11	0.860.40
b)	Whether thetransaction wouldfall within relatedparty transaction? Ifyes, whether the		It is envisaged to merge the Transferor Company 1 and TransferorCompany 2 (both wholly owned subsidiaries) with and into theTransferee Company, hence, the same would fall under the ambit ofrelated party transaction.
	same is done at"arms' length".		Upon merger becoming effective, the Transferee Company wouldnot issue any consideration as entire share capital of TransferorCompany 1 and Transferor Company 2 is held by the TransfereeCompany.
c)	Area of thebusiness oftheentity(ies)		under the IBC cases, etc.	1. Primesec Investments Limited / Transferor Company 1The Transferor Company 1 is engaged in the business activitiesthat includes restructuring advisory services which includesrefinancing of debt, advisory assignments relating to insolvencies
			~Company 2The Transfer	2. Prime Commodities Broking (India) Limited / Transferor	2 is engaged in the business of

Prime 1109 / 1 Narima CIN: L6 Websit Securities Limited 110, Maker Chambers V, n Point, Mumbai 400 021. 7120MH1982PLC026724 =: www.primesec.com

		providing services auxiliary to financial intermediation, exceptinsurance and pension funding.3. Prime Securities Limited / Transferee CompanyThe Transferee Company is registered as Category I Merchantbanker that focuses on all regulated activities including primaryissuances of debt and equity, managing buybacks and open offers,QIPs, preferential offers, etc.
d)	Rationale forScheme	I. The Transferee Company owns the entire share capital in theTransferor Company 1 and Transferor Company 2;2. Integration of the business of the Transferee Company andTransferor Company 1 and Transferor Company 2 can providebenefits to the shareholders / stakeholders as under:Reduction in the management overlaps due to operation of thea.mUltiple entities and more focused leadership;Reduction in multiplicity oflegal and regulatory compliances,b.reduction in overheads, including administrative, managerialand other costs amongst all;Synergy benefits, such as, competitive edge, consolidation ofc.businesses to combine growth opportunities to capitalize onfuture growth potential which would in-turn significantly helpin efficient utilization of financial and operational resources;andConsolidation and simplification of the Group structure andd.reduction of administrative costs at the Group level.
e)	In case of cash	The Scheme does not involve payment of any cash consideration.
	consideration -	Also, there is no issuance of shares by the Transferee Company.
	amount orotherwise share
	exchange ratio
f)	Brief details of	Upon the merger coming into effect, there will not be any change in
	change in	shareholding pattern of the Transferee Company as the Scheme does
	shareholding of	not envisage issuance of shares.
	listed entity

Prime Securit ies Limited 1109 / 1110, Maker Chambers V, Nariman Point, Mum bai 400 0 21. CIN: L67120MH1 982PLC026724 Website: www.primesec.com

Annexure II - Reduction of Share Capital and Re-organisation of Reserves of the Company (as Part 3 ofthe Scheme)

a)	Brief details and reasonsfor the Reduction of ShareCapitalandRe-organisation of Reservesof the Company	Upon effecting of Part 2 of the Scheme, Reduction of Capitaland Re-organisation of Reserves of the Company under theof Sectionof theprovisionsreadwithsection5266Companies Act, 20l3, shall take effect as under:1. Set-off of debit balance in Profit and Loss Account againstbalance in Capital Reserve, Capital Redemption Reserve,Share Forfeiture Account and balance (if any) againstSecurities Premium;2. Re-classification of General Reserve to Profit and LossAccount.
b)	Rationale for the Scheme	Reduction of Capital and Re-organisation of Reserves of theCompany in the manner set out in this Scheme can providebenefits to the shareholders / stakeholders as under:Under this Scheme, if approved,the Company willi)represent its true and fair financial position;ii)TheSchemewillenabletheCompanyexploretoopportunities for the benefit of the shareholders of theCompany including in the form of dividend payment asper the applicable provisions of the Companies Act, 20l3;iii) TheSchemewouldnothaveanyimpactontheshareholding pattern and the capital structure of theCompany;iv) The Scheme will enable the Company to use the amountlying in the Capital Reserve, Securities Premium andGeneral Reserves of the Company;v)The Scheme does not involve any financial outlay / outgoand therefore, would not affect the ability or liquidity ofthe Company to meet its obligations / commitments in thenormal course of business. Further, this Scheme wouldalsonot inanywayadverselyaffecttheordinaryoperations of the Company.
c)	QuantitativeandQualitative effect of Part 3of the Scheme	There is no cash outflow on account of the Part 3 of theScheme, from the Company. The proposed Part 3 of theScheme will not have any adverse effect on the interest of theShareholders / Creditors of the Company.
d)	Details of benefits, if any,to the promoter / promotergroup / group companiesfrom Part 3 ofthe Scheme	No additional benefits are being derived by the promoters /promoter group / group companies from Part 3 of the Scheme.
e)	Brief details of change inshareholdingpattern(ifany) of the Company	Upon Part 3 of the Scheme coming into effect, there will notbe any change in shareholding pattern of the Company as itdoes not envisage issuance of shares by the Company and / orss:llpart of the share capital of the Company.cancellatioIl.ef

Prime Securities Limited 1109 / "'0, Maker Chambers V, Nariman Point, Mumbai 400 021. CIN: L67120MH1982PLC026724 Website: www.primesec.com