Prime Securities Ltd. — Declaration of Voting Results & Voting Rights Announcements 2021

Aug 19, 2021

August 19, 2021

Corporate Relationship Department BSELtd Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400001

c-4 Markets - Listing ~~~~; Stock Exchange of India Ltd Exchange Plaza, 5th Floor, Plot No. CII, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400051

Dear Sir,

Sub: Regulation 44(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

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

Pursuant to the provisions of Regulation 44(3) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached the details of the Voting Results for the businesses transacted at the 38th Annual General Meeting of the Company held on Tuesday, August 17,2021.

Please also find attached the Report of the Scrutinizers dated August 19, 2021 pursuant to the provision of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014.

This is for your record and information.

Thanking you,

Com y Secretary (ACS-14359)

Prime Securities Limited ¹¹ 09 /111 0, Maker Cham bers V, Nariman Point, Mumbai 400 021. CIN: L67120MH1982PLC026724 www.primesec.com

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

FORM NO. MGT-13

Report of Scrutinizer(s)

(Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time)

To, The Chairman Prime Securities Limited, 1109/1110, Maker Chambers V, Nariman Point, Mumbai (MH) 400 021 CIN: L67120MH1982PLC026724

Subject: Consolidated Scrutinizer's Report on remote e-voting conducted pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by Companies (Management and Administration) Amendment Rules, 2015 for the 38th Annual General Meeting of the Members of Prime Securities Limited held on Tuesday, 17th Day of August, 2021 at 03.30 P.M. via two-way Video Conferencing ("VC") facility or other audio visual means ("OAVM").

Dear Sir,

I, Pramod S. Shah, Partner of Pramod S. Shah & Associates, Practising Company Secretaries, had been appointed as the Scrutinizer by the Board of Directors of Prime Securities Limited ("the Company), in accordance with the provisions of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2015, as amended from time to time, and as per the MCA General Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 5, 2020 and Circular No. 02/2021 dated January 13, 2021 and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/ CIR/ $P/$ 2021/ 11 dated January 15, 2021 to scrutinize voting of Resolutions proposed at the 38^th Annual General Meeting ("AGM") of the Members of Prime Securities Limited held today, i.e. August 17, 2021 at 03:30 p.m. (IST) via two-way Video Conferencing ("VC") facility or other audio visual means ("OAVM") in order to ascertain requisite majority on voting conducted through remote evoting process and e-voting process during the AGM. Further, I was also appointed as the Scrutinizer to scrutinize the e-voting process that took place during the said AGM of the Company.

The remote e-voting period commenced on Saturday, August 14, 2021 at 9.00 a.m. (IST) and ended on Monday, August 16, 2021 at 5.00 p.m. (IST). The NSDL remote e-voting platform was disabled thereafter.

The members of the Company holding shares as on the "cut-off" date of Tuesday, August 10, 2021 were entitled to vote on the proposed resolutions as contained in the Notice of the AGM by remote evoting system prior to AGM and e-voting system during the AGM.

The Company had availed the remote e-voting facility offered by National Securities Depository Limited ("NSDL") for conducting remote e-voting prior to AGM and conducting e-voting during the AGM by the members of the Company.

The Company had also provided e-voting facility for the members to vote during AGM who were present in the meeting through VC/OAVM and had not casted their votes on the proposed resolutions through remote e-voting facility, to cast their vote at the AGM.

My responsibility as a scrutinizer is restricted to making a Scrutinizer's report on the votes casted by the members in "favour" or "against" on the resolutions contained in the Notice of AGM dated June 24, 2021, based on the reports generated from the remote e-voting system provided by NSDL and the votes casted by the members present at the 38th AGM through VC/OAVM.

I submit my report as under:

1. After the conclusion of the e-voting at the 38^th AGM, the votes cast by members present through $VC/OAVM$ at the 38^th AGM and through remote e-voting facility were downloaded from the evoting website of in the presence of two witnesses, i.e. Ms. Siddhi Sanchala and Mr. Yuvraj Nikam, who are not in the employment of the Company.

2. I have reviewed the votes casted by the members through remote e-voting process before the 38^th AGM and through e-voting process during the 38^th AGM based on the data downloaded from the NSDL e-voting system.

3. The management of the Company is responsible to ensure the compliances with regard to 38^th AGM of the members conducted through VC/OAVM and to organise the process of remote e-voting and e-voting during AGM in accordance with the provisions of the Companies Act, 2013 read with rules made thereunder and the MCA circulars issued in this regard.

4. After the Annual General Meeting, a consolidated report of the remote e-voting and e-voting during AGM was generated by me.

The consolidated result of the scrutiny of the remote e-voting process and votes casted by the members during the 38^th AGM present through VC/OAVM in respect of passing of the resolutions contained in the Notice dated June 24, 2021 is as under:

Consolidated Results

Ordinary Business

Ordinary Resolution - Item No. 1:

Adoption of Audited Financial Statements:

To receive, consider and adopt:

a) The Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2021 together with the Reports of the Board of Directors and Independent Auditors thereon; and

b) The Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2021 together with the Reports of the Independent Auditors thereon;

Particulars		Remote E-voting	Voting at the AGM		Total	$($ %)
	of No.	Votes	of No.	Votes	No. Οt	Votes
	Members		Members		Members
Assent	81	10844914	3	175	84	10845089	99.99
Dissent		100	$\bf{0}$	$\theta$		100	0.01
Total	82	10845014	3	175	85	10845189	100.00

Based on the aforesaid results, we report that Ordinary Resolution as contained in Item No. 01 of the Notice of the AGM dated June 24, 2021 has been passed with requisite majority.

Ordinary Resolution - Item No. 2:

Declaration of Dividend-

To declare a Dividend of Rs. 4.50 per Equity Shares of Rs. 5/- each for the Financial Year ended March 31, 2021:

Particulars		Remote E-voting	Voting at the AGM		Total	$($ %)
	No. οf	Votes	No. of	Votes	No. Οt	Votes
	Members		Members		Members
Assent	82	10845014	3	175	85	10845189	100.00
Dissent	0	U	U	$\theta$	Ü	$\boldsymbol{0}$	0.00
Total	82	10845014	3	175	85	10845189	100.00

Based on the aforesaid results, we report that Ordinary Resolution as contained in Item No. 02 of the Notice of the AGM dated June 24, 2021 has been passed unanimously.

Ordinary Resolution - Item No. 3:

Re-appointment of Director -

To appoint a Director in place of Mr. Akshay Gupta (DIN: 01272080), a Non - Executive and Non-Independent Director, who retires by rotation at this Annual General Meeting and, being eligible, offers himself for reappointment:

Particulars	Remote E-voting		Voting at the AGM		Total	(%)
	No. Ωf	Votes	No. of	Votes	No. Оİ	Votes
	Members		Members		Members
Assent	80	10844513	3	175	83	10844688	99.99
Dissent			U	0			0.01
Total	81	10844514	3	175	84	10844689	100.00

Based on the aforesaid results, we report that Ordinary Resolution as contained in Item No. 03 of the Notice of the AGM dated June 24, 2021 has been passed with requisite majority.

Special Business

Special Resolution - Item No. 4:

Payment of Remuneration to Mr. N. Jayakumar as Managing Director & Group CEO:

Particulars		Remote E-voting	Voting at the AGM		Total	(%)
	Votes No. of		of No.	Votes	No. of	Votes
	Members		Members		Members
Assent	78	10844403	3	175	81	10844578	99.99
Dissent	3	111	$\boldsymbol{0}$	0	3	111	0.01
Total	81	10844514	3	175	84	10844689	100.00

Based on the aforesaid results, we report that Special Resolution as contained in Item No. 04 of the Notice of the AGM dated June 24 2021 has been passed with requisite majority.

Special Resolution - Item No. 5:

Payment of Commission to Non-Executive Directors:

Particulars		Remote E-voting	Voting at the AGM		Total	(%)
	No. of	Votes	No. of	Votes	No. of	Votes
	Members		Members		Members
Assent	79	10844413	3	175	82	10844588	99.99
Dissent	$\overline{2}$	101	0	U		101	0.01
Total	81	10844514	3	175	84	10844689	100.00

Based on the aforesaid results, we report that Special Resolution as contained in Item No. 05 of the Notice of the AGM dated June 24, 2021 has been passed with requisite majority.

1. An electronic register containing a list of equity shareholders who voted "FOR", "AGAINST" and those whose votes were declared invalid for each resolution is provided separately.

2. The electronic data along with the votes casted by the members present through VC/OAVM which was under my safe custody have been handed over to the Company Secretary for safe keeping.

Thanking You.

Yours Sincerely,

Date: 19th Day of August, 2021

Place: Mumbai

For Pramod S. Shah & Associates Practising Company Secretaries

Pramod S. Shah (Partner) Membership No.: F334 (FCS) C P. No. 3804 UDIN: F000334C000804051

Countersigned by Chairman/Authorized Person

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Prime Securities Limited

Voting Results - 38'h Annual General Meeting

Date of Annual General Meeting	August 17, 2021
number of Shareholders as Total on Cut -off Date	20,370
Number of Shareholders present in the meeting either IJ1 person or through proxy: - Promoter and Promoter Group - Public	No arrangement for a physical meeting or appointment of proxy was made as the Meeting was held through VC / OA VM
Number of shareholders attended the meeting through Video Conferencing: Promoter and Promoter Group - - Publi c	None 56

Mumbai, August 19, 2021

Prime Securities Limited Voting Results - 38'" Annual GenerallVIeeting

Resolution No: 1

To receive, consider and adopt: a) The Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2021 together with the Reports of the Board of Directors and Auditors thereon; b) The Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2021 together with the Reports of the Auditors thereon

Resolution Required						Ordinary
	Whether Promoter / Promoter Group are interested in the Agenda / Resolution				No
Category	Mode of Voting	No. of shares held	% of Votes No. of Polled on Votes Outstanding Polled Shares		No. of Votes - in favour	No. of Votes - against	% of Votes in favour on Votes Polled	% of Votes against on Votes Polled
		(1)	(2)	(3)=[(2)1(1)]* 100	(4)	(5)	(6)=[(4)/(2)]* 100	(7)=[(5)/(2)]* 100
Promoter and Promoter Group	E-Voting		0	0.0000	0	0	0.0000	0.0000
	Poll	0	0	0.0000	0	0	0.0000	0.0000
	Postal Ballot (if applicable)		0	0.0000	0	0	00000	0.0000
	Total		0	0.0000	0	0	0.0000	0.0000
	E-Voting		0	00000	0	0	00000	00000
Public	Poll		0	0.0000	0	0	0.0000	0.0000
Institutions	Postal Ballot (if applicable)	7,82,943	0	0.0000	0	0	0.0000	00000
	Total		0	00000	0	0	0.0000	0.0000
	E-Voting		1,08,45,189	40.9016	1,08,45,089	100	99.9999	0.0100
Public-	Poll		0	0.0000	0	0	00000	0.0000
Non Institutions	Postal Ballot (if applicable)	2,57,32,382	0	00000	0	0	0.0000	0.0000
	Total		1,08,45,189	40.9016	1,08,45,089	100	99.9999	0.0100
Total		2,65,15,325	1,08,45,189	40.9016	1,08,45,089	100	- 99.9999 .~ ~ I 1 ":'-.	0.0100

Prime Securities Limited Voting Results - 38th Annual General Meeting

	Resolution No: 2
	Declaration of Dividend
Resolution Required						Ordinary
	Whether Promoter / Promoter Group are interested in the Agenda / Resolution		No
Category	No. of Mode of Voting shares held		No. of Votes Polled	% of Votes Polled on Outstanding Shares	Votes -	No. of in favour	No. of Votes - against	% of Votes in favour on Votes Polled	% of Votes against on Votes Polled
		(1)	(2)	(3)-[(2)1(1)]* 100		(4)	(5)	(6)-[(4)/(2)]* 100	(7)-[(5)/(2)]* 100
	E-Voting		0	0.0000		0	0	0.0000	00000
Promoter and Promoter	Poll		0	0.0000		0	0	0.0000	0.0000
	Postal Ballot (if applicable)	0	0	0.0000		0	0	00000	0.0000
Group	Total		0	0.0000		0	0	0.0000	00000
	E-Voting		0	0.0000		0	0	00000	0.0000
Public	Poll		0	0.0000		0	0	00000	00000
Institutions	Postal Ballot (if applicable)	7,82,943	0	00000		0	0	0.0000	0.0000
	Total		0	0.0000		0	0	00000	00000
	E-Voting		1,08,45,189	40.9016		1,08,45,189	0	100.0000	0.0000
Public - Non	Poll	2,57,32,382	0	0.0000		0	0	00000	0.0000
Institutions	Postal Ballot (if applicable)		0	0.0000		0	0	0.0000	0.0000
	Total		1,08,45,189	40.9016		1,08,45,189	0	100.0000	0.0000
Total		2,65,15,325	1,08,45,189	40.9016		1,08,45,189	0	100.0000	0.0000

Prime Securities Limited Voting Results - 38th Annual General Meeting

	Resolution No: 3
	Re-appointment of Director
Resolution Required						Ordinary
	Whether Promoter / Promoter Group are interested in the Agenda / Resolution					No
Category	Mode of Voting	No. of shares held	No. of Votes Polled	% of Votes Polled on Outstanding Shares	No. of Votes - favour		No. of Votes - against	% of Votes in favour on Votes Polled	% of Votes against on Votes Polled
		(1)	(2)	(3)=[(2)/(1)]* 100	(4)		(5)	(6)=[(4)1(2)]* 100	(7)=[(5)/(2)]* 100
Promoter	E-Voting		0	0.0000		0	0	0.0000	00000
and Promoter Group	Poll	0	0	0.0000		0	0	0.0000	0.0000
	Postal Ballot (if applicable)		0	0.0000		0	0	0.0000	0.0000
	Total		0	0.0000		0	0	0.0000	0.0000
	E-Voting		0	00000		0	0	0.0000	0.0000
Public	Poll		0	0.0000		0	0	0.0000	0.0000
Institutions	Postal Ballot (if applicable)	7,82,943	0	0.0000		0	0	0.0000	0.0000
	Total		0	00000		0	0	0.0000	0.0000
	E-Voting		1,08,44,689	40.8997	1,08,44,688		1	99.9999	0.0100
Public- Non	Poll	2,57,32,382	0	00000		0	0	0.0000	0.0000
Institutions	Postal Ballot (if applicable)		0	0.0000		0	0	00000	00000
	Total		1,08,44,689	40.8997	1,08,44,688		1	99.9999	0.0100
Total		2,65,15,325	1,08,44,689	40.8997	1,08,44,688		1	99.9999	0.0100

Prime Securities Limited Voting Results - 38th Annual Gener al Meeting

Resolution No: 4
	Payment of Remuneration to Mr. N. Jayakumar as Managing Director & Group CEO
Resolution Required						Special
Whether Promoter / Promoter Group are interested in the Agenda / Resolution No
Category	Mode of Voting	No. of shares held	No. of Votes Polled	% of Votes Polled on Outstanding Shares	No. of Votes - in favour	No. of Votes - against	% of Votes in favour on Votes Polled	% of Votes against on Votes Polled
		(I)	(2)	(3)-[(2)/(1)]*100	(4)	(5)	(6)=[(4)/(2)]* 100	(7)=[(5)/(2)]*100
Promoter	E-Voting		0	0.0000	0	0	00000	00000
and Promoter Group	Poll	0	0	0.0000	0	0	00000	00000
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0.0000
	Total		0	0.0000	0	0	0.0000	0.0000
	E-Voting		0	0.0000	0	0	00000	0.0000
Public	Poll		0	00000	0	0	0.0000	0.0000
Institutions	Postal Ballot (if applicable)	7,82,943	0	0.0000	0	0	00000	0.0000
	Total		0	0.0000	0	0	00000	0.0000
	E-Voting		1,08,44,689	40.8997	1,08,44,578	111	99.9999	0.0100
Public - Non	Poll	2,57,32,382	0	0.0000	0	0	00000	00000
Institutions	Postal Ballot (if applicable)		0	0.0000	0	0	00000	0.0000
	Total		1,08,44,689	40.8997	1,08,44,578	III	99.9999	0.0100
Total		2,65,15,325	1,08,44,689	40.8997	1,08,44,578	II I	99.9999	0.0100

Prime Securities Limited Voting Results - 38th Annual General Meeting

Resolution No: 5
	Payment of Commission to Non-Executive Directors
Resolution Required						Special
	Whether Promoter / Promoter Group are interested in the Agenda / Resolution					No
Category	Mode of Voting	No. of shares held	No. of Votes Polled	% of Votes Polled on Outstanding Shares	Votes -	No. of in favour	No. of Votes - against	% of Votes in favour on Votes Polled	% of Votes against on Votes Polled
		(I)	(2)	(3);[(2)/(1)]* 100		(4)	(5)	(6p[(4)/(2)]* 100	(7); [(5)/(2)]*100
Promoter and Promoter Group	E-Voting		0	0.0000		0	0	0.0000	0.0000
	Poll	0	0	00000		0	0	0.0000	0.0000
	Postal Ballot (if applicable)		0	00000		0	0	0.0000	00000
	Total		0	0.0000		0	0	00000	0.0000
	E-Voting		0	0.0000		0	0	0.0000	0.0000
Public	Poll		0	0.0000		0	0	0.0000	0.0000
Institutions	Postal Ballot (if applicable)	7,82,943	0	0.0000		0	0	0.0000	0.0000
	Total		0	00000		0	0	00000	0.0000
	E-Voting		1,08,44,689	40.8997		1,08,44,588	101	99.9999	0.0100
Public - Non	Poll	2,57,32,382	0	00000		0	0	00000	0.0000
Institutions	Postal Ballot (if applicable)		0	00000		0	0	0.0000	0.0000
	Total		1,08,44,689	40.8997		1,08,44,588	101	99.9999	0.0100
Total		2,65,15,325	1,08,44,689	40.8997		1,08,45,588	101	99.9999	0.0100