Prime Securities Ltd. — Regulatory Filings 2021

Jul 23, 2021

July 23, 202 1

Corporate Relationship Department Bombay Stocl, Exchange Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400001

Ca tal Markets - Listing ational Stock Exchange of India Ltd Exchange Plaza, 5th Floor, Plot No. CIl, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400051

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 Code: 500337 (BSE) I PRIMESECU (NSE)

Pursuant to the provisions of Regulation 30 and 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20 15 ("SEBI Listing Regulations"), we wish to inform you that the Board of Directors of the Company, at their Meeting held today, have taken on record the Unaudited (Consolidated and Standalone) Financial Results of the Company for the Quarter ended June 30, 2021.

Please find attached the following:

• I. Press Release;
• 1. Unaudited (Consol idated & Standalone) Financial Results of the Company for the Quarter ended June 30, 2021;
• 1. Limited Review Report by Mis. Walker Chandiok & Co LLP, Independent Auditors on the Unaudited (Consolidated & Standalone) Financial Results for the Qumier ended June 30, 2021;

Please note that the Unaudited Financial Results will be published in the newspapers as per the provisions of Regulation 47 of SEBI Listing Regulations and the same will be available on the Stock Exchange websites at www.bseindia.com I www.nseindia.com and on the website of the Company at www.primesec.com.

The Board Meeting commenced at 12.00 noon and concluded at 1.30 p.m.

'/ Company ~~~r (ACS-14359) Prime Securit ies Limited 1109/ mo, Maker Chambers V, Nariman Point, Mum bai 400 021. CIN: L67120MH1982PLC026724 www.primesec.com

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

UNAUDITED (CONSOLIDATED) FINANCIAL RESULTS QUARTER ENDED JUNE 30, 2021

• A) Total Revenues at ~ I,0571akhs vs ~ I,008lakhs (Y-O-Y), an increase of 5%
• B) Profit before Tax at ~ 501lakhs vs ~ 212 lakhs (Y -0-Y), an increase of 136%
• C) Profit after Tax at ~ 413 laldls vs ~ 97 laldts (Y -0-Y), an increase of 326%
• D) Deal pipeline remains extremely robust
• .. ) Investors should note that the advisory business does not lend itself to quarterly or annual comparisons

N. Jayakumar Managing Director & Group CEO

Mumbai, July 23, 2021

Prime Securities Limited 1109/ mo, Maker Chambers V, Nariman Point, Mumbai 400 021. CIN: L67120MH1982PLC026724

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

www.primesec.com

Walker Chandiok & Co LLP

11th Floor, Tower II, One International Center, S B Marg, Prabhadevi (W), Mumbai - 400013 Maharashtra, India T +91 22 6626 2699 F +91 22 6626 2601

Prime Securities Limited 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 of Prime Securities Limited the Statement) for the quarter ended 30 June 2021 , 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 Statem Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by the SEBI from time to time. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditing specified under section 143(10) of the Act, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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

Page 1 of 3

Chartered Accountants

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

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

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

• 1. Based on our review conducted and procedures performed as stated in paragraph 3 above and upon consideration of the review reports of the other auditors referred to in paragraph 5 below,nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, prescribed under Section 133 of the Act, and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including the manner in which it is to be disclosed, or that it contains any material misstatement.
• 1. We did not review the interim financial results of two subsidiaries included in the Statement, whose 133 lakhs, total net (loss) (7) lakhs, total (13) lakhs for the quarter ended on 30 June 2021 as considered in the Statement. These interim financial results have been reviewed by other auditor 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 auditor and the procedures performed by us as stated in paragraph 3 above.

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

For Walker Chandiok & Co LLP

Chartered Accountants Firm Registration No:001076N/N500013

Murad D. Daruwalla Partner Membership No:043334

UDIN:21043334AAAAEK7124

Place: Mumbai Date: 23 July 2021

Page 2 of 3

Chartered Accountants

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

Prime Securities Limited Prime Securities Limited 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. Prime Research & Advisory limited
• 1. Prime Funds Management limited

This space has been intentionally left blank

Page 3 of 3

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

PRIME SECURITIES LIMITED - CONSOLIDATED

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

STATEMENT OF CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE

30, 2021

(Rs. in Lakhs, unless otherwise stated)

Particulars		For the quarter ended			For the year ended
		30-Jun-21 (Unaudited)	31-Mar-21 (Unaudited)#	$30$ -Jun-20 (Unaudited)	31-Mar-21 (Audited)
I	Revenue from Operations Interest income $\mathbf{i}$	71	70	39	230
	Dividend income $\overline{11}$ iii) Fee and commission income iv) Net gain on fair value changes	1 638	1,837	943 17	4,069 44
	Gain on sale / redemption of investments (net) V) Revenue from operations	5 715	1,907	9 1,008	20 4,363
II IН	Other Income Total income (I+II)	7 722	164 2,071	1,008	165 4,528
	Expenses Finance cost $\mathbf{i}$ ii) Fee and commission expense	7 40	7 559	8 183	38 856
	iii) Net loss on fair value changes iv) Loss on sale / redemption of investments (net) Impairment on financial instruments V) vi) Employee benefit expenses	10 335	66 8 32 774	57 366	178 1,852
$ {\bf IV}$	vii) Depreciation and amortisation expense viii Other expenses Total expenses	26 77 495	29 94 1,569	29 153 796	129 410 3,463
$\mathbf{V}$ VI	Profit / (loss) before exceptional items and tax (III-IV) Exceptional items (net) (Refer note 4)	227 274	502	212	1,065
	VII Profit / (loss) before tax $(V) + (VI)$ VIII Tax expenses / (credits) Current tax	501 39	502 137	212 82	1,065 219
IX	Deferred tax charge / (credit) Profit / (loss) after tax (VII-VIII)	33 429	(9) 374	37 93	25 821
ΙX	Other comprehensive income/ (loss) I) Items that will not be reclassified to profit or loss a) (a) Remeasurement of defined employee benefit plans II) Income tax relating to items that will not be reclassified to	(23)	6	5	3
	profit or loss I) Items that will be reclassified to profit or loss b)	7	(2)	(1)	(1)
	II) Income tax relating to items that will be reclassified to profit or loss		4	4	2
XΙ	Other comprehensive income / (loss) (a+b) Total comprehensive income / (loss) for the quarter / year $(IX + X)$	(16) 413	378	97	823
$XII$ i)	Paid-up equity share capital (face value Rs. 5 each) $\overline{11}$ ) Other equity	1,326	1,326	1,326	1,326 4,395
	XIII Earning / (loss) per equity share (Rs. not annualised for the quarters and year ended) Basic (amount in Rs.)	1.62	1.41	0.35	3.10
	Diluted (amount in Rs.) # Refer Note 6	1.54	1.37	0.35	3.01

Consolidated Notes:

• 1 The above consolidated financial results have been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting (,Ind AS 34'), 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 July 23, 2021. The results for the quarter ended June 30,2021 were subjected to limited review by the statutory auditors of the company.
• 2 The Consolidated financial results include the reviewed financial results of the wholly-owned subsidiaries Prime Research & Advisory Limited and Prime Funds Management Limited.
• 3 Amid continued COVID-19 pandemic and gradual phase out of restrictions, economic activities have started returning to normal. Employees of the Company continue to work form home. The Group has witnessed fewer deal closures during the quarter. The Company believes that it has taken into account all possible impact of known events arising out ofCOVID 19 pandemic in preparation of financial results. However the impact assessment of COVID 19 is a continuing process given its nature and duration. The Company is continuously monitoring any material changes that may influence future economic conditions.
• 4 During the quarter, the holding company has tracked and recovered certain listed shares which had formed a part of its investments. These had been misplaced and so written-off in earlier years. These shares have since been reinstated at the average cost they were carried at. The difference between the market value of such shares and the average cost at which they have been reinstated and related expense, has been accounted for through exceptional item as the gain that has been accounted for does not pertain to this quarter alone.
• 5 The Company has identified two business segments (i) Financial Advisory & Intermediation services and (ii) Brokerage from mutual fund distribution as per Ind-AS 108. However, the segment "Brokerage from mutual fund distribution" does not exceed the quantitative thresholds as prescribed by paragraph 13 of Ind-AS 108. Hence, the entity has not reported separate information for each operating segment.
• 6 The figures for the last quarter of the previous year is the balancing figures between audited figures in respect of the full financial year and the restated year-to-date figures up to third quarter.
• 7 The amounts reflected as "0" in the Financial Information are values with less than rupees one lakhs.
• 8 Previous quarter and year ended figures have been regroupedlreclassified, wherever found necessary, to confirm to the current quarter presentation.

For Prime Securities Limited

~ N. Jayakumar

Mumbai July 23,2021

Managing Director & Group CEO

Walker Chandiok & Co LLP

11th Floor, Tower II, One International Center, S B Marg, Prabhadevi (W), Mumbai - 400013 Maharashtra, India T +91 22 6626 2699 F +91 22 6626 2601

Securities Limited 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 of Prime Securities Limited for the quarter ended 30 June 2021 , 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. Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accoun and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by the SEBI from time to time. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditing specified under section 143(10) of the Act, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
• 1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, prescribed under Section 133 of the Act, and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including the manner in which it is to be disclosed, or that it contains any material misstatement.

Page 1 of 2

Chartered Accountants

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

Prime Securities Limited Report on Standalone Unaudited Quarterly Financial Results of Prime Securities Limited pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

• 1. We draw attention to Note 3 to the accompanying standalone financial results, which states that pursuant Commodities transferor companies have been merged with the Company and such merger transaction has been accounted for as per the accounting prescribed under the scheme which is in line with the accounting principles given under Appendix C to Ind AS 103 applicable to common control business combinations. Accordingly, the comparative financial information for quarter and year ended 31 March 2021 and quarter ended 30 June 2020 have been adjusted to reflect the aforesaid merger, as described in aforesaid note. Our conclusion is not modified in respect of this matter.
• 1. The comparative financial information of PIL for the quarter ended 30 June 2020, included in the accompanying Statement, are based on the financial results of such transferor company reviewed by another firm of Chartered Accountants, M/s Gandhi & Associates LLP, whose reports dated 17 August 2020, expressed an unmodified conclusion on those financial results.
• 1. The comparative financial information of PCBIL for the quarter ended 30 June 2020, included in the accompanying Statement, are based on the financial results of such transferor company reviewed by another firm of Chartered Accountants, Arun Bedekar & Co, whose reports dated 17 August 2020, expressed an unmodified conclusion, on those financial results.

The adjustments made to the accompanying financial results for the quarter and year ended March 31, 2021 and quarter ended June 30, 2021 to give effect to the scheme of merger as described in paragraph 5 above have been audited and reviewed by us, respectively. Our conclusion is not modified in respect of these matters.

For Walker Chandiok & Co LLP

Chartered Accountants Firm Registration No:001076N/N500013

Murad D. Daruwalla Partner Membership No:043334

UDIN:21043334AAAAEJ5618

Place: Mumbai Date: 23 July 2021

Page 2 of 2

Chartered Accountants

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

PRIME SECURITIES LIMITED

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

STATEMENT OF STANDALONE FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2021

135

$43$

23

$\overline{2}$

26

286

178

77

344

827

827

138

27

662

$\overline{4}$

$(1)$

$\overline{\mathbf{3}}$

665

1,326

3,878

2.50

2.43

3

65

1,326

0.23

$0.23$

$\overline{a}$

190

1,326

0.70

0.68

$\overline{a}$

(Rs. in Lakhs, unless otherwise stated) For the year Particulars For the quarter ended ended $30 - Jun-20$ $31-Mar-21$ 30-Jun-21 31-Mar-21 (Unaudited) (Unaudited)# (Unaudited) (Audited) Revenue from Operations Interest income $i$ ) 43 43 27 ii) Dividend income $\mathbf{1}$ 510 iii) Fee and commission income 543 1,129 2,794 iv) Net gain on fair value changes 16 ä, v) Gain on sale / redemption of investments (net) $13$ $\overline{4}$ Revenue from operations 1,172 566 2,995 591 Other Income 4 $\mathcal{D}$ III Total income (I+II) 595 1,174 566 2,997 Expenses i) Finance cost 5 5 6 ii) Fee and commission expense 200 20 iii) Net loss on fair value changes $17$ 47 $\overline{a}$ iv) Loss on sale / redemption of investments (net) $\overline{Q}$ $\overline{a}$ v) Impairment on financial instruments 57 32 vi) Employee benefit expenses 231 546 241 1,259 vii) Depreciation and amortisation expense 19 20 18 viii Other expenses $72$ 76 132 Total expenses 364 935 454 2.170 Profit / (loss) before exceptional items and tax (III-IV) 231 239 112 $VI$ Exceptional items (net) (Refer note 4) 274 VII Profit / (loss) before tax $(V) + (VI)$ 505 239 112 VIII Tax expenses / (credits) - Current tax 39 56 $17$ 30 Deferred tax charge / (credit) 33 $(3)$ IX Profit / (loss) after tax (VII-VIII) 436 186 62 Other comprehensive income/ (loss) a) I) Items that will not be reclassified to profit or loss (a) Remeasurement of defined employee benefit plans $(16)$ 6 $\overline{4}$ II) Income tax relating to items that will not be reclassified to 4 $(2)$ $(1)$ profit or loss b) I) Items that will be reclassified to profit or loss $\overline{a}$ II) Income tax relating to items that will be reclassified to profit $\overline{a}$ or loss

$(12)$

424

1,326

1.65

1.57

Iц

IV

$\mathbf{v}$

Ιx

lхı

$XII$ i)

$\overline{a}$

ii) Other equity

XIII Earning / (loss) per equity share

Basic (amount in Rs.)

Diluted (amount in Rs.)

Refer Note 6

Other comprehensive income / (loss) (a+b)

Total comprehensive income / (loss) for the quarter / year $(IX + X)$

Paid-up equity share capital (face value Rs. 5 each)

(Rs. not annualised for the quarters and year ended)

Standalone Notes:

• The above standalone financial results have been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting (,Ind AS 34'), 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 July 23, 2021. The results for the quarter ended June 30, 2021 were subjected to limited review by the statutory auditors of the company.
• 2 Amid continued COVID-19 pandemic and gradual phase out of restrictions, economic activities have started returning to normal. Employees of the Company continue to work form home. The Company has witnessed fewer deal closures during the quarter. The Company believes that it has taken into account all possible impact of known events arising out ofCOVID 19 pandemic in preparation of financial results. However the impact assessment of COVID 19 is a continuing process given its nature and duration. The Company is continuously monitoring any material changes that may influence future economic conditions.
• 3 Pursuant to receipt of order dated May 13, 2021, from the Honourable National Company Law Tribunal, Mumbai Bench (NCLT) approving the Scheme of amalgamation of its erstwhile subsidiaries, Primesec Investment Limited (PIL) and Prime Commodities Broking (India) Limited (PCBIL), Gointly referred as the Transferor Companies), with Prime Securities Limited (PSL), (the Transferee Company) as a result of which the Transferor Companies and Transferee Company have filed Form INC-28 with ROC, which has made the Scheme effective from April I, 2020. Amalgamation of the Transferor Companies with the Transferee Company has been accounted in the books of the Transferee Company as per Pooling of Interests Method as set out in Appendix C of Ind-AS 103 (Business Combinations of entities under common control) read with the Companies (Indian Accounting Standards) Rules, 2015. The comparative financial information in the financial results in respect of quarter and year ended March 31, 2021 and quarter ended June 30, 2020, have been restated as if the business combination had occurred from the beginning of the preceding period in the financial statements i.e April 1, 2019.
• 4 During the quarter, the Company has tracked and recovered certain listed shares which had formed a part of its investments. These had been misplaced and so written-off in earlier years. These shares have since been reinstated at the average cost they were carried at. The difference between the market value of such shares and the average cost at which they have been reinstated and related expense, has been accounted for through exceptional item as the gain that has been accounted for does not pertain to this quarter alone.
• 5 The Company has only one segment i.e. Financial Advisory & Intermediation services. There are no separate reportable segments in terms ofInd AS 108.
• 6 The figures for the last quarter of the previous year is the balancing figures between audited figures in respect of the full financial year and the restated year-to-date figures up to third quarter.
• 7 The amounts reflected as "0" in the Financial Information are values with less than rupees one lakhs.
• 8 Previous quarter and year ended figures have been regroupedlreclassified, wherever found necessary, to confirm to the current quarter presentation.

For Prime Securities Limited

~ N. Jayakumar

Mumbai July 23,2021

Managing Director & Group CEO