Prime Securities Ltd. — Proxy Solicitation & Information Statement 2023

Apr 3, 2023

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April 3, 2023

Corporate Relationship Department Capital Markets-Listing BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1, Dalal Street, G Block, Bandra Kurla Complex, Fort, Mumbai 400001 Bandra (East), Mumbai 400051

Dear Sir,

• Sub: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice under Section 110 of the Companies Act, 2013

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

Further to our intimations dated March 22, 2023 submitted in terms of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Postal Ballot Notice dated March 31, 2023, which is sent to the Members of the Company seeking their approval.

The Company has circulated today, i.e. April 3, 2023, the electronic copies of the Postal Ballot Notice, along with the Explanatory Statement pertaining to the special resolutions setting out the material facts and related particulars, to those Members whose names appear in the Register of Members / list of Beneficial Owners as on the Cut-off Date, Friday, March 24, 2023. The Remote E-Voting will commence on Tuesday, April 4, 2023 at 9:00 a.m. IST and will end on Wednesday, May 3, 2023 at 5:00 p.m. IST.

Postal Ballot Notice will also be placed on the website of the Company at www.primesec.com.

This is for your information and records.

Yours faithfully, For Prime Securities Limited

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Ajay Shah Company Secretary (ACS-14359)

Prime Securities Limited

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

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

PRIME SECURITIES LIMITED

Registered Office : 1109/1110, Maker Chambers V, Nariman Point, Mumbai 400021 CIN : L67120MH1982PLC026724, Email : prime@primesec.com, Website : www.primesec.com, Tel : +91-22-61842525, Fax : +91-22-24970777

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POSTAL BALLOT NOTICE

Dear Members,

NOTICE is hereby given that pursuant to the provisions of Section 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Management Rules”), including any statutory modification(s) or reenactment(s) thereof for the time being in force, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), General Circular Nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021, 20/2021, 3/2022 and 11/2022 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021, December 8, 2021, May 5, 2022 and December 28, 2022 respectively (“MCA Circulars”) in relation to “Clarification on passing of Ordinary and Special Resolutions by Companies under the Companies Act, 2013, issued by the Ministry of Corporate Affairs (“MCA”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India (“ICSI”) and pursuant to such other applicable laws, rules and regulations, Prime Securities Limited (“the Company”) is seeking the approval of its Members, for the matter more specifically provided in the appended resolutions proposed to be passed by way of Postal Ballot through the remote e-Voting only (“remote e-Voting”).

In compliance with the requirements of the MCA Circulars, the Company is sending this Postal Ballot Notice by email to all its eligible Members who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the Members will take place through the remote e-Voting system provided by National Securities Depository Limited (“NSDL”). Physical copies of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. Postal Ballot Notice will also be available on the website of the Company www.primesec.com, the relevant section of the website of BSE Limited (“BSE”) www.bseindia.com and National Stock Exchange of India Limited (“NSE”) www.nseindia.com, on which the Equity Shares of the Company are listed and on the website of NSDL www.evoting.nsdl.com.

The Explanatory Statement pursuant to the provisions of Section 102 of the Act, setting out the material facts and the reasons for the resolutions relating to the special business to be transacted forms part of this Postal Ballot Notice. You are requested to peruse the proposed Resolutions, along with the Explanatory Statement and thereafter record your assent or dissent by remote e-Voting facility provided by the Company.

The Board of Directors of the Company has appointed Mr. Pramod S. Shah of M/s. Pramod S. Shah & Associates (CP No. 334), Practising Company Secretaries (Membership No. FCS 3804), as Scrutinizer to scrutinize the remote e-Voting process in a fair and transparent manner and he has communicated his willingness to be appointed as Scrutinizer for the said purpose.

The Scrutinizer will submit his report to the Chairman of the Company or any person authorised by him, after completion of the scrutiny of remote e-Voting. The results of the Postal Ballot will be announced on or before Thursday, May 4, 2023. The results of the Postal Ballot along with the Scrutinizer’s Report will be posted on the website of the Company www.primesec.com and NSDL www.evoting.nsdl.com and will also be communicated to BSE www.bseindia.com and NSE www.nseindia.com (“Stock Exchanges”) where the Equity Shares of the Company are listed. The Resolutions, if approved, will be taken as having been duly passed on the last date specified for e-Voting i.e. Wednesday, May 3, 2023.

The declaration of results as stated above shall be treated as a declaration of results at a meeting of the Members as per the provisions of the Act and the Rules made thereunder.

SPECIAL BUSINESS:

• 1) Change in the Objects Clause for the utilization of funds raised in the Preferential Issue of Equity Shares in November 2021:

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and other applicable provisions, if any, and on the recommendation of Board of Directors, the consent of the Members be and is hereby granted to amend the “Objects of the Preferential Issue” as mentioned, under the Information as required under the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, in the Explanatory Statement to the Notice of Extraordinary General Meeting held on Wednesday, November 10, 2021, by replacing the existing Objects of the Issue with the following:

Objects of the Issue:

• A) Making investments in one or more digitally powered platforms or marketplaces, either by building from scratch or acquiring one or more existing enterprises with the above characterized assets or any other digitally enabled business that could enhance the Prime services offering.

• B) Making investments in one or more companies (for part or majority stake or wholly-owned subsidiaries / affiliates), involved in financial services / manufacturing and distribution of financial products, including but not limited to tech-driven broking advisory, insurance, mutual fund products, Alternate Investment Funds (“AIFs”), Wealth Management and Portfolio Management products / products involving financial inclusion and general corporate purposes.

• C) Making investments in office infrastructure, in various geographies, with a view to furthering Prime’s Corporate Finance presence.

• D) The utilization for general corporate purposes will not exceed INR 1,000 lakhs, being less than 25% of the total funds raised.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds, matters, things and execute all such deeds, documents, instruments, writings and accept any alterations or modification(s) as it may deem fit and proper and give such directions as may be necessary to settle any question or difficulty that may arise in regard.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of Directors or any Director(s) or Officer(s) of the Company in such manner as it may deem fit in its absolute discretion with the power to take such steps and to do all such acts, deeds, matters and things as they may deem fit and proper that may arise in connection with the aforesaid resolution.”

2) Change in designation of Mr. Akshay Gupta (DIN: 01272080) from Non-Executive and NonIndependent Director to Whole-time Director of the Company:

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof for the time being in force read with Schedule V, the Articles of Association of the Company and based on the recommendation of Nomination & Remuneration Committee and the Board of the Company, the consent of the Members of the Company be and is hereby accorded, to change the designation of Mr. Akshay

Gupta (DIN: 01272080) as a Whole-time Director of the Company, for a period of 5 (Five) years from March 22, 2023 to March 21, 2028.

RESOLVED FURTHER THAT no remuneration shall be payable and drawn from Prime Securities Limited since Mr. Akshay Gupta is already holding the position of Director & CEO in Prime Research & Advisory Limited, which is a Wholly-owned Subsidiary of Prime Securities Limited and his remuneration is drawn from the subsidiary company itself.

RESOLVED FURTHER THAT any of the Directors or Company Secretary of the Company, be and are hereby severally authorised to do all such acts, deeds, matters and things as may be necessary to give full effect to the foregoing resolution.”

Registered Office :

1109/1110, Maker Chamber V, Nariman Point, Mumbai 400021 CIN: L67120MH1982PLC026724 Email: prime@primesec.com Website: www.primesec.com Friday, March 31, 2023

By Order of the Board of Directors

Ajay Shah Executive Director, Legal & Company Secretary (ACS-14359)

NOTES:

1. An explanatory statement as required under Section 102 of the Act in respect to the Resolutions setting out all material facts relating to the Resolutions mentioned at Sr. No. 1 and 2 in this Postal Ballot Notice is annexed.

2. This Notice shall also be available on the website of the Company at www.primesec.com, websites of the Stock Exchanges, BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL www.evoting.nsdl.com.

3. Pursuant to the provisions of Section 110 of the Act read with the Rules and the MCA Circulars, your Company has an option to seek the approval of the Members through Postal Ballot (via remote e-Voting) for the abovementioned Resolutions, instead of getting the same passed at a General Meeting. Accordingly, if the Resolution is approved by the Members through Postal Ballot via remote e-Voting, it shall be deemed to have been passed as if the same has been passed at a General Meeting of the Members convened in this regard.

4. In accordance with the provisions of Section 110 of the Act, Rules 20 and 22 of the Management Rules read with the MCA Circulars, physical copies of the Notice will not be sent to the Members. This Notice is being sent electronically to all the Members whose names appear in the Register of Members / list of Beneficial Owners maintained by the Company / Depositories respectively as at close of business hours on Friday, March 24, 2023 (“ Cut-off Date ”) and who have registered their email address with the Company and / or with the Depositories / Depository Participants. This notice has been uploaded on the website of the Company at www.primesec.com and may also be accessed from the relevant section of the websites of the Stock Exchanges i.e. BSE www.bseindia.com, NSE www.nseindia.com and on the website of NSDL at www.evoting.nsdl.com.

5. All material documents referred to in this Postal Ballot Notice and the explanatory statement shall be made available on request for electronic inspection from 10:00 a.m. to 5:00 p.m. (IST) on all working days until the last date of the e-Voting period. Members seeking to inspect such documents can send an e-mail to prime@primesec.com by mentioning their DP ID & client ID / folio number.

6. Pursuant to Rule 22(5) of the Management Rules, the Board of Directors of the Company has appointed Mr. Pramod S. Shah of M/s. Pramod S. Shah & Associates (CP No. 334), Practicing Company Secretaries (Membership No. FCS 3804) for conducting the Postal Ballot e-Voting process in a fair and transparent manner.

7. Members would be able to cast their votes and convey their assent or dissent to the proposed Resolutions only through the remote e-Voting process. Voting Rights shall be in proportion to Member’s shareholding in the paid-up equity share capital of the Company as on the Cut-off Date i.e. Friday, March 24, 2023. Only those members whose names are recorded in the Register of Members of the Company or in the list of Beneficial Owners maintained by the Depositories as on Cut-off Date will be entitled to cast their votes by remote e-Voting. A person who is not a Member as on Cut-off Date, should treat this Notice for information purpose only.

8. The Scrutinizer’s decision on validity of the Postal Ballot shall be final.

9. In compliance with provisions of Section 108 and 110 of the Act read with the Rules made thereunder and Regulation 44 of SEBI Listing Regulations and the MCA Circulars, the Company is pleased to offer remote e-Voting facility to its Members to enable them to cast their votes electronically. For this purpose, the Company has engaged the services of NSDL for facilitating remote e-Voting. The facility to exercise vote through remote e-Voting will be available during the following period:

Commencement of e-Voting : From 09.00 a.m. on Tuesday, April 4, 2023 Conclusion of e-Voting : At 05:00 p.m. on Wednesday, May 3, 2023

The remote e-Voting module shall be disabled by NSDL for voting thereafter. Once the vote on a Resolutions is cast by the Member, the Member shall not be allowed to change it subsequently or cast vote again.

1. The Resolutions, if passed with requisite majority by the Members through Postal Ballot will be deemed to be passed on the last date of the e-Voting period i.e. on Wednesday, May 3, 2023.

11. The process and manner for voting electronically using NSDL’s remote e-Voting system is explained below:

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system :

A) Login method for e-Voting for individual Members holding securities in demat mode:

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by listed companies, individual Members holding securities in demat mode are allowed to vote through their demat account maintained with depositories and depository participants. Members are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Login method for individual Members holding securities in demat mode is given below:

Type of Members

Login method

Individual Members holding securities in demat mode with NSDL

1) Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a personal computer or on a mobile. On the e- Services home page click on the “Beneficial Owner” icon under “Login” which is available under “IDeAS” section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under value added services. Click on “Access to e-Voting” under e- Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e- Voting website of NSDL for casting your vote during the remote e-Voting period. 2) If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click at

https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password / OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period.

• 4) Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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• Individual 1) Users who have opted for CDSL Easi / Easiest facility, can login through their Members existing user id and password. Option will be made available to reach e-Voting holding page without any further authentication. The users to login Easi / Easiest are securities in requested to visit CDSL website www.cdslindia.com and click on login icon & demat mode New System Myeasi Tab and then user your existing Myeasi username & with CDSL password.

• 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

• 3) If the user is not registered for Easi / Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

• 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from an e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e- Voting is in progress and also able to directly access the system of all e-Voting Service Providers.

5) Alternatively, the user can directly access e-Voting page by providing demat account number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress. Individual You can also login using the login credentials of your demat account through your Members Depository Participant registered with NSDL / CDSL for e-Voting facility. upon (holding logging in, you will be able to see e-Voting option. Click on e-Voting option, you will securities in be redirected to NSDL / CDSL Depository site after successful authentication, demat wherein you can see e-Voting feature. Click on company name or e-Voting service - mode) login provider i.e. NSDL and you will be redirected to e Voting website of NSDL for

through casting your vote during the remote e-Voting period. their depository participants

Important note: Members who are unable to retrieve User ID / Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL:

Login type	Helpdesk details
Individual Members holding securities in demat modewithNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at +91-22- 48867000and +91-22-24997000
Individual Members holding securities in demat modewithCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at toll free no.1800-22-55-33

B) Login Method for Members other than Individual Members holding securities in demat mode and Members holding securities in physical mode:

How to Log-in to NSDL e-Voting website:

• 1) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile.

• 2) Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section.

• 3) A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

• 4) Your User ID details are given below:

Manner of holding i.e. Demat (NSDL / CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account withNSDL	8 Character DP ID followed by 8 Digit Client ID. For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL	16 Digit Beneficiary ID. For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form	EVEN Number followed by Folio Number registered with the company. For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

• 5) Password details for shareholders other than Individual shareholders are given below:

• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• c) How to retrieve your ‘initial password’?

  • i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  • ii) (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered .

• 6) If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

• a) Click on “Forgot User Details / Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number / folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• 7) After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• 8) Now, you will have to click on “Login” button.

• 9) After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system:

• 1) After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

• 2) Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

• 3) Now you are ready for e-Voting as the Voting page opens.

• 4) Cast your vote by selecting appropriate options i.e. assent or dissent, verify / modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

• 5) Upon confirmation, the message “Vote cast successfully” will be displayed.

• 6) You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

• 7) Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Process for those Members whose email ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for e-Voting for the resolutions set out in this notice:

• 1) In case shares are held in physical mode please provide folio no., name of member, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar card) by email to rnt.helpdesk@linkintime.co.in.

• 2) In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16-digit beneficiary ID), name, client master or copy of Consolidated Account Statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar card) to rnt.helpdesk@linkintime.co.in If you are an individual member holding shares in demat mode, you are requested to refer to the login method explained at Step 1(A) i.e. login method for e-Voting for individual members holding securities in demat mode.

• 3) Alternatively members may send a request to evoting@nsdl.co.in for procuring user id and password for e-Voting by providing above mentioned documents.

• 4) In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by listed companies, individual members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

General guidelines for Members:

• a) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF / JPG Format) of the relevant Board Resolution / Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to saurabhshah361@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

• b) It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details / Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

• c) In case of any queries, you may refer the Frequently Asked Questions (“FAQs”) for Members and e- Voting user manual for Members available at the download section of www.evoting.nsdl.com or call on +91-22-48867000 and +91-22-24997000 or send a request to Ms. Pallavi Mhatre or Mr. Amit Vishal at evoting@nsdl.co.in.

• The Company has designated an exclusive e-mail id prime@primesec.com for redressal of investor complaints / grievances. In case you have any queries / complaints or grievances, then please write to us at this email id.

EXPLANATORY STATEMENT SETTING OUT MATERIAL FACTS PURSUANT SECTION 102 OF THE COMPANIES ACT, 2013

The following explanatory statement sets out all the material facts relating to the special businesses proposed to be transacted as set out at Sr. No. 1 and 2 in this Postal Ballot Notice.

Item No. 1:

Change in the Objects Clause for the utilization of funds raised in the Preferential Issue of Equity Shares in November 2021:

The Members of the Company, at their Extraordinary General Meeting (“EGM”) held on November 10, 2021, had approved the issue of 45,50,000 Equity Shares of face value of INR 5/- each, on a Preferential basis to select investors for a total consideration of INR 4,038.125 lakhs. The Objects of the Preferential Issue, as approved, were as under:

“Making investments in one or more digitally powered platforms or marketplaces, either by building from scratch or acquiring one or more existing enterprises with the above characterized assets or any other digitally enabled business that could enhance the Prime services offering”.

The Company has explored multiple opportunities over the last 18 months, but no opportunity passed the various tests needed to make it investment worthy. Since no specific investment (as per the resolution approved), has been made, the money raised remains unutilized and has been held in a fixed deposit of like amount, since the day the funds were raised. The Board of Directors of the Company at its Meeting held on Tuesday, March 22, 2023, subject to necessary approval(s), has considered and approved the certain modifications in the end use, which is now proposed as under.

NEW OBJECTS (END-USES) OF THE ISSUE PROPOSED:

• “A) Making investments in one or more digitally powered platforms or marketplaces, either by building from scratch or acquiring one or more existing enterprises with the above characterized assets or any other digitally enabled business that could enhance the Prime services offering.

• B) Making investments in one or more companies (for part or majority stake or wholly-owned subsidiaries / affiliates), involved in financial services / manufacturing and distribution of financial products, including but not limited to tech-driven broking advisory, insurance, mutual fund products, Alternate Investment Funds (AIFs), Wealth Management and Portfolio Management products / products involving financial inclusion and general corporate purposes.

• C) Making investments in office infrastructure, in various geographies, with a view to furthering Prime’s Corporate Finance presence.

• D) The utilization for general corporate purposes will not exceed INR 1,000 lakhs, being less than 25% of the total funds raised.”

The approval of the Members is being sought to enable the Board of Directors to decide the utilization of the funds raised in the Preferential Issue to the extent and in the manner as set out in the resolution and the explanatory statement. The Board believes that the proposed resolution is in the best interest of the Company and its Members and accordingly, it recommends passing of this special resolution as set out in this Postal Ballot Notice for the approval of the Members.

None of the Director(s) and / or Key Managerial Personnel of the Company and / or their relatives are in any way concerned or interested, financially or otherwise, in this special resolution.

The Board of Directors recommends the special resolution set out at item nos. 1 for approval by the Members of the Company.

Item No. 2:

Change in designation of Mr. Akshay Gupta (DIN: 01272080) from Non-Executive and NonIndependent Director to Whole-time Director of the Company:

The Board of Directors had, upon recommendation of the Nomination and Remuneration Committee, appointed Mr. Akshay Gupta (DIN: 01272080) as an Additional Director of the Company, effective August 14, 2019 and the Members of the Company, at their 36[th] Annual General Meeting held on September 27, 2021, had approved his appointment as Non-Executive and Non-Independent Director, liable to retire by rotation.

Mr. Akshay Gupta is associated with Prime Research & Advisory Limited as Director & CEO since August 13, 2018. In the opinion of the Board Mr. Akshay Gupta is a person of integrity and fulfil the conditions specified in the Act and the Rules made thereunder. The Board proposes to designate Mr. Akshay as Wholetime Director of the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its Meeting held on Tuesday, March 22, 2023, has appointed him as Whole-time Director of the Company for a period of Five (5) years with effect March 22, 2023 to March 21, 2028, subject to the approval of the Members of the Company.

The details of Mr. Akshay Gupta in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2, including the profile and specific areas of expertise, is provided as an annexure to this Postal Ballot Notice. A copy of the letter of appointment of Mr. Akshay Gupta as Whole-time Director setting out the terms and conditions are available for inspection without any fee payable by the Members at the Registered Office of the Company during the normal business hours on working days.

None of the Directors, Key Managerial Personnel of the Company or their respective relatives, other than Mr. Akshay Gupta, are in any way concerned or interested in the special resolution set out at item no. 2 of the Postal Ballot Notice.

The Board of Directors recommends the special resolution set out at item nos. 2 for approval by the Members of the Company.

Registered Office : By Order of the Board of Directors of 1109/1110, Maker Chamber V, Prime Securities Limited Nariman Point, Mumbai 400021 CIN: L67120MH1982PLC026724 Ajay Shah Email: prime@primesec.com Executive Director, Legal Website: www.primesec.com & Company Secretary Friday, March 31, 2023 (ACS-14359)

Annexure I

Additional Information of Directors proposed to be Appointed

[Pursuant to the Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standards (SS-2) on General Meetings]

Name and Designation of Director	Mr. Akshay Gupta (Whole-time Director)
Director Identification Number (DIN)	01272080
Date of Birth	October 17,1974
Nationality	Indian
Date of Appointment	Appointed as Non-Executive and Non-Independent Director since August 14, 2019. Appointed as Whole-time Director w.e.f. March 22, 2023.
Qualifications	B.E Electronics and Communication from University of Delhi and MBA Finance from FMSDelhi
Expertise in Specific Functional Area	Banking, Asset Management and Capital Markets
Experience (Brief Profile)	Mr. Akshay Gupta has more than 24 years of experience in Banking, Asset Management and Capital Markets with last 15 years of experience in the Asset Management Industry in India. Prior to Prime, he was working with Indiabulls as the Group Executive Head & CEO - Asset Management and other fee income businesses. He was associated with Peerless Asset Management as MD & CEO for more than 6 years, wherein he led the initiative to setup a new AMC and made it one of the fastest growing new AMC’s in India. He worked with ICICI Prudential Asset Management Company from 2002- 2007 as a Business Head and was part of the Senior Management team that made it the largest and most successful AMC at that time. Prior to joining the AMC industry, he was a Banker having worked in ABN AMRO Bank and HSBC working in capital markets and assets. He has also written and published thought leadership papers and articles on capital markets and asset management.
Directorship held in other Companies in India	1) Prime Research & Advisory Limited 2)PrimeFundsManagementLimited
Chairmanships / Memberships of Committees held in other Companies in India	None
Relationship with other Directors and Key Managerial **Personnel **	None
Number of Equity shares held inthe Company	6,28,138 Equity Shares representing 1.94% of the total shareholding and theCompanyhasgranted him9,70,000EmployeeStockOptions.
Details of last remuneration **drawn **	Nil
Details of remuneration sought to be paid	Nil
Names of the Listed Entities from which the appointee has resigned inthe past 3 years	None
Number of Board Meetings attended during the Financial Year 2022-23	4 (Four)