Prime Securities Ltd. — Regulatory Filings 2021

Jun 24, 2021

June 24, 2021

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

Capital Markets - Listing National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400051

Scrip Code: 500337

Scrip Code: PRIMESECU

Dear Sir / Madam,

Sub: Outcome of Board Meeting

We refer to our letter dated June 17, 2021.

The Board of Directors of Prime Securities Limited ("the Company") at its meeting held today, i.e. Thursday, June 24, 2021, inter-alia, transacted the following business:

1. Audited Financial Results:

Approved the Audited Consolidated & Standalone Financial Results of the Company for the quarter & financial year ended March 31, 2021.

The Statutory Auditors of the Company, M/s. Walker Chandiok & Co. LLP, Chartered Accountants, have issued their Auditors' Report with Unmodified Opinion on the Consolidated & Standalone Financial Results of the Company for the financial year ended March 31, 2021.

2. Dividend and Annual General Meeting:

Recommended a Dividend of $\bar{\xi}$ 4.50 per Equity Share of $\bar{\xi}$ 5/- each (90%) to the Members of the Company for the financial year ended March 31, 2021.

Dividend recommended by the Board of Directors is subject to the approval of the Members at the ensuing Annual General Meeting ("AGM") of the Company to be held on Tuesday, August 17, 2021 @ 3.30 p.m.

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

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

ţ.

Dividend, if approved by the Members at the AGM, will be paid, subject to deduction of tax at source, on and after Thursday, August 19, 2021.

2. Book Closure:

Pursuant to Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, approved the closure of the Register of Members and Share Transfer books of the Company from Tuesday, August 10, 2021 to Tuesday, August 17, 2021 (both days inclusive) for taking record of the Members of the Company for the purpose of payment of Dividend and the AGM for the financial year ended March 31, 2021.

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

The Board Meeting commenced at 4.00 p.m. and concluded at 8.00 p.m.

This is for your information and record.

Yours faithfully, For Prime Securities Limited

AJAY JITENDRA SHAH

Digitally signed by AJAY JITENDRA SHAH
DN: c=IN - *=** * * ръничници
397
Date: 2021.06.24 19:57:44 +05'30

Ajay Shah Company Secretary $(ACS-14359)$

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

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

AUDITED (CONSOLIDATED) FINANCIAL RESULTS YEAR ENDED MARCH 31, 2021

Net Revenues at Rs. 36.72 Cr vs Rs. 57.02 Cr (FY19-20)

Profit before Tax at Rs. 10.65 Cr vs Rs. 10.74 Cr (FY19-20)

Dividend Policy approved by the Board – dividend payout of between 70 and 85% of PAT

Dividend (subject to shareholder approval) of Rs. 4.50 per equity share, includes a one-time dividend of Rs. 2.75 per equity share

Cash & cash equivalents at highest levels, as of March 31, 2021

Advisory team size increased to 15

Deal pipeline remains extremely robust

Merger of two subsidiaries completed on May 13, 2021 (Appointed date: April 1, 2020)

Investors should note that the advisory business does not lend itself to quarterly or annual comparisons

For Prime Securities Limited

MI

TOITE A ARRA CONSUMISSION NATIONAL PROPERTY AND A CHARGE THE CHARGE OF A STATE OF A CHARGE OF A CHARGE OF A CHARGE OF A CHARGE OF A CHARGE OF A CHARGE OF A CHARGE OF A CHARGE OF A CHARGE OF A CHARGE OF A CHARGE OF A CHARGE

N. Jayakumar Managing Director & Group CEO

Mumbai, June 24, 2021

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

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

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

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

Opinion

• 1. We have audited the accompanying consolidated annual financial results of Prime Securities Limited (refer Annexure 1 for the list of subsidiaries included in the Statement) for the year ended 31 March 2021 Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) vant circulars issued by the SEBI from time to time.
• 1. In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of other auditors on separate audited financial results of the subsidiaries, the Statement:
• (i) includes the annual financial results of the entities listed in Annexure 1;
• (ii) presents financial results in accordance with the requirements of Regulation 33 of the Listing Regulations; and
• (iii) gives a true and fair view in con accounting principles generally accepted in India, of the consolidated net profit after tax and other comprehensive income and other financial information of the Group, for the year ended 31 March 2021.

Basis for Opinion

1. 143(10) of the the Statement section of our report. We are independent of the Group, , in accordance with the Code of Ethics issued by to our audit of the financial statements under the provisions of the Act, and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and that obtained by the other auditors in terms of their reports referred to in paragraph 13 of the Other Matter section below is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

1. We draw attention to Note 5 to the accompanying Statement, which indicates that the Company had adopted Ind AS from 1 April 2017 instead of 1 April 2019 and the considered 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 of 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. Our Opinion is not modified in respect of this matter.

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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

Chartered Accountants

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

Responsibilities of Management and Those Charged with Governance for the Statement

• 1. Holding Company's Board of Directors, has been prepared on the basis of the consolidated annual audited financial Statement that gives a true and fair view of the consolidated net profit or loss after tax and other comprehensive income, and other financial information of the Group in accordance with the accounting principles generally accepted in India, including the Ind AS prescribed under section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations The respective Board of Directors of the companies included in the Group, are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding of the assets of the Group, and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively, for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial results, that give a true and fair view and are free from material misstatement, whether due to fraud or error. These financial results have been used for the purpose of preparation of the Statement by the Directors of the Holding Company, as aforesaid.
• 1. In preparing the Statement, the respective Board of Directors of the companies included in the Group, are responsible for assessing the ability of the respective companies in the Group, to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting, unless the respective Board of Directors either intends to liquidate the companies included in the Group or to cease operations, or has no realistic alternative but to do so.
• 1. The respective Board of Directors of the companies included in the Group, are responsible for overseeing the financial reporting process of the companies included in the Group
• 1. Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing, specified under section 143(10) of the Act, will always detect a material misstatement, when it exists. Misstatements can arise from fraud or error, and are considered material if, individually, or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Statement.
• 1. As part of an audit in accordance with the Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Holding Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
• se of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group, to continue as a going concern. If we conclude that a material Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidenc Group to cease to continue as a going concern.

Page 2 of 4

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

Chartered Accountants

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

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

• Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial results of the entities within the Group, to express an opinion on the Statement. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the Statement, of which we are the independent auditors. For the other entities included in the Statement, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
• 1. We communicate with those charged with governance of the Holding Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
• 1. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
• 1. We also performed procedures in accordance with SEBI Circular CIR/CFD/CMD1/44/2019 dated 29 March 2019, issued by the SEBI under Regulation 33 (8) of the Listing Regulations, to the extent applicable.

Other Matters

1. We did not audit the annual financial results of 2 subsidiaries included in the Statement, whose financial information total net profit after tax of that date, as considered in the Statement. These annual financial results have been audited by other auditor whose audit reports have been furnished to us by the management, and our opinion in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the audit reports of such other auditor, and the procedures performed by us as stated in paragraph 12 above.

Our opinion 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.

1. The Statement includes the consolidated financial results for the quarter ended 31 March 2021, being the balancing figures between the audited consolidated figures in respect of the full financial year and the published unaudited year-to-date consolidated figures up to the third quarter of the current financial year, which were subject to limited review by us.

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

Murad D. Daruwalla Partner Membership No:043334

UDIN:21043334AAAACL8700

Place: Mumbai Date: 24 June 2021

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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

Chartered Accountants

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

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

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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.primesee.com Email: prime@primesee.com

STATEMENT OF CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2021

	(Rs. in Lakhs, unless otherwise stated)
	For the Quarter ended Particulars		For the Year ended
		31 Mar 21	31 Dec 20	31 Mar 20	31 Mar 21	31 Mar 20
		(Unaudited)#	(Unaudited)	(Unaudited)#	Audited	Audited
i) ii) v) lп i) ii)	Revenue from Operations Interest income Dividend income Rental income iii) Fee and commission income iv) Net gain on fair value changes Gain on sale / redemption of investments (net) vi) Revenue from operations Other Income III Total income (I+II) Expenses Finance cost Fee and commission expense	70 1,837 1,907 164 2,071 7 559	65 500 59 $\overline{7}$ 631 (0) 631 11	25 ۰ 3,081 Q $\mathbf{r}$ 3,115 -1 3,116 -5	230 4,069 44 20 4,363 165 4,528 38 856	75 $\overline{\mathbf{4}}$ 7,366 7,445 $\mathbf{1}$ 7,446 22
$\mathbf{v}$	iii) Net loss on fair value changes Loss on on sale / redemption of investments (net) iv) Impairment on financial instruments Employee benefit expenses vi) Depreciation and amortisation expense vii) viii) Other expenses	66 8 32 774 29 94	11 46 351 36 114	1,072 1,452 715 33 (96)	178 1,852 129 410	1,744 129 1,969 1,847 99 562
IV	Total expenses	1,569	569	3,181	3,463	6,372
v	Profit / (loss) before tax (III-IV)	502	62	(65)	1,065	1,074
$\blacksquare$ a)	VI Tax expenses / (credits) Current tax Deferred tax charge / (credit) VII Profit / (loss) after tax (V-VI) VIII Other comprehensive income/ (loss) I) Items that will not be reclassified to profit or loss	137 (9) 374	$\mathbf{2}$ (0) 60	11 16 (92)	219 25 821	269 16 789
b)	(a) Remeasurement of defined employee benefit plans II) Income tax relating to items that will not be reclassified to profit or loss I) Items that will be reclassified to profit or loss II) Income tax relating to items that will be reclassified to profit or loss	6 (2)	(1) $\bf{0}$	$\left( 9\right)$ 3 ۰	3 (1)	(9) $\mathbf{3}$
	Other comprehensive income / (loss) (a+b)	$\overline{\mathbf{4}}$	(1)	(6)	$\mathbf{2}$	(6)
	IX Total comprehensive income / (loss) for the quarter / period (VII + VIII)	378	59	(98)	823	783
i) IX. $\overline{11}$	Paid-up equity share capital (face value Rs. 5 each) Other equity XI Earning / (loss) per equity share	1,326	1,326	1,326	1,326 4,395	1,326 3,204
$\blacksquare$	(Rs. not annualised for the quarters and year ended) Basic (amount in Rs.) Diluted (amount in Rs.) # Refer Note 8	1.41 1.37	0.23 0.22	(0.35) (0.34)	3.10 3.01	2.98 2.95

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 CIN: L67120MH1982PLC026724

CONSOLIDATED STATEMENT OF ASSETS & LIABILITIES

		(Rs. in Lakhs, unless otherwise stated)
Particulars		As at	As at
		March 31, 2021	March 31, 2020
		(Audited)	(Audited)
	ASSETS
I.	Financial assets
	Cash and cash equivalents a)	2,301	990
	Bank balance other than (a) above b)	2,103	650
	Receivables c)
	(i) Trade receivables	78	439
	(ii) Other receivables	393	393
	Investments d)	1,672	189
	Other financial assets e)	129	2,249
		6,676	4,910
П.	Non-financial assets
	Current tax assets (net) a)	959	550
	Deferred tax assets (net) b)	58	84
	Property, plant and equipment c)	313	374
	Other intangible assets $\mathbf{d}$	3	4
	Other non-financial assets e)	133	245
		1,466	1,257
	TOTAL ASSETS	8,142	6,167
	LIABILITIES AND EQUITY
I.	Financial liabilities
	Payables a)
	(i) Trade payables
	- Total outstanding dues of micro enterprises and
	small enterprises
	Total outstanding dues of creditors other than	230	225
	micro enterprises and small enterprises
	Borrowings b)	33	44
	Other financial liabilities $\mathbf{c})$	264	290
		527	559
	II. Non-financial liabilities
	Provisions a)	547	767
	Other non-financial liabilities b)	1,347	311
		1,894	1,078
	III. Equity
	a) Equity share capital	1,326	1,326
	Other equity b)	4,395	3,204
		5,721	4,530
	TOTAL LIABILITIES AND EQUITY	8,142	6,167

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

CONSOLIDATED STATEMENT OF CASH FLOW

(Rs. in Lakhs, unless otherwise stated)
	Year ended	Year ended
Particulars	March 31, 2021	March 31, 2020
Cash flow from operating activities:
Profit before tax	1,065	1,074
Adjustments for:
Depreciation and amortisation expense	129	99
Changes in fair valuation of investment (net) through profit or loss	(44)	129
(Profit)/ Loss on sale of property, plant and equipments (net)		16
Gain on sale of investments (net)	(20)	(1)
Interest Expense	11	13
Interest income on deposits	(230)	(75)
Share based payment to employees	369	383
Impairment of financial assets	178	1,969
Operating profit before working capital changes	1,458	3,607
Adjustments for changes in working capital:
Increase / (Decrease) in trade payables	5	182
Increase/ (Decrease) in other financial liabilities	(26)	53
(Decrease)/ Increase in provisions	(217)	104 131
Increase/ (Decrease) in other non-financial liabilities (Increase)/ Decrease in Loans	1,036	100
(Increase)/ Decrease in other financial assets	2,121	(1, 365)
(Increase)/ Decrease in other receivables	0	125
Decrease/ (Increase) in trade receivables	182	(197)
Decrease/ (Increase) in fixed deposits with maturity more than 3 months	(1, 453)	(303)
Decrease/ (Increase) in other non-financial assets	112	(183)
Total changes in working capital	1,760	(1, 353)
Cash generated from operations	3,218	2,254
Taxes paid, net of refunds	(628)	(749)
Net cash generated/(used) from operating activities (A)	2,590	1,505
Cash flow from investing activities:
Purchase of property, plant and equipments including capital work-in-	(85)	(332)
progress
Proceeds from sale / disposal of property, plant and equipments	18	44
Purchase of Investments	(11,265)	(43)
Proceeds form sale / redemption of investments Interest income	9,846 230	75
Net cash generated/(used) from in investing activities (B)	(1,256)	(256)
Cash flow from financing activities:
Borrowings repaid during the year	(12)	(334)
Interest paid	(11)	(12)
Net cash generated/(used) in financing activities (C)	(23)	(346)
Net increase / (decrease) in cash and cash equivalents $(A+B+C)$	1,311	903

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

CONSOLIDATED STATEMENT OF CASH FLOW

	(Rs. in Lakhs, unless otherwise stated)
	Year ended	Year ended
Particulars	March 31, 2021	March 31, 2020
Cash and cash equivalents at the beginning of the year	990	87
Cash and cash equivalents at the end of the year	2,301	990
Total	1.311	903
Notes:
1) Cash and cash equivalents comprise of
Cash on hand
Balances with banks
In current account	2,123	200
Demand deposits (less than 3 months maturity)	177	789
Cash and cash equivalents at the end of the year	2,301	990

Notes:

The above Statement of Cash Flows has been prepared under indirect method as set out in Ind AS 7, 'Statement of Cash Flows', as specified under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standard) Rules, 2015 (as amended).

Consolidated Notes:

• The above consolidated financial results have been prepared in accordance with the recognition and measurement principles of (Indian Accounting Standard) rules, 2015 (Tnd 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 June 24, 2021. The results for the year ended March 31, 2021 have been audited by the statutory auditors of the company.
• The Consolidated financial results include the audited financial results of the wholly-owned subsidiaries Prime Research & Advisory Limited and Prime Funds Management Limited. $\overline{2}$
• 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. Prime Research & Advisory Limited has witnessed fewer deal closures during the year. The company believes that it has taken into account all possible impact of known events arising out of COVID 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.
• 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 Primesec Investment Limited (PIL) and Prime $\overline{4}$ Commodities Broking (India) Limited (PCBIL), 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 the date of April 1, 2020.
• 5 The Company, being considered a NBFC with a net-worth of less than Rs. 500 crores, was required to have adopted Ind-AS from April 1, 2019 under the Companies (Indian Accounting Standard) Rules, 2015, against which the actual adoption was from April 1, 2017 and the considered transition date as April 1, 2016. Management believes that the qualitative / quantitative impact of the same was not material to the financial results and hence, no adjustment was required.
• 6 The Board of Directors at its meeting held on June 24, 2021 has proposed a final dividend of Rs. 4.50 per equity share of face value of Rs. 5/- each, for the financial year 2020-21, subject to approval of the shareholder forthcoming Annual General Meeting.
• $\overline{7}$ The Company has only one segment i.e. Financial Advisory & Intermediation services. There are no separate reportable segments as required by Ind AS 108.
• The figures for the last quarter of the current year and of the previous year are the balancing figures between audited figures in respect of the full financial year and the restated year-to-date figures up to third quarte
• 9 The amounts reflected as "0" in the Financial Information are values with less than rupees one lakhs.
• 10 Previous quarter and period/year ended figures have been regrouped/reclassified, wherever found necessary, to confirm to the current quarter/period/year end presentation

For Prime Securities Limited

JAYAKUMAR NARAYANSWAMI

Mumbai June 24, 2021

N. Javakumar 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

I Standalone Annual Financial Results of 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

Opinion

• 1. We have audited the accompanying standalone annual financial results of Prime Securities Limited for the year ended 31 March 2021 , attached herewith, 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. In our opinion and to the best of our information and according to the explanations given to us, the Statement:
• (i) presents financial results in accordance with the requirements of Regulation 33 of the Listing Regulations; and
• (ii) gives a true and fair view in conformity with the prescribed under Section 133 of the Companies Act read with relevant rules issued thereunder, and other accounting principles generally accepted in India, of the standalone net profit after tax and other comprehensive income and other financial information of the Company for the year ended 31 March 2021.

Basis for Opinion

1. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Audit of the Statement section of our report. We are independent of the Company in accordance with the Code of the that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matters

1. We draw attention to Note 5 to the accompanying Statement, which indicates that the Company had adopted Ind AS from 1 April 2017 instead of 1 April 2019 and the considered 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 of 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.

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Chartered Accountants

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 I Standalone Annual 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 to the entered into its erstwhile PIL Commodities Broking India PCBIL Law Tribunal, Mumbai Bench, by order dated 13 May 2021, the 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 the quarter and year ended 31 March 2020 and quarter ended 31 December 2020 have been adjusted to reflect the aforesaid merger, as described in aforesaid note.

Our opinion is not modified in respect of these matters.

Responsibilities of Management and Those Charged with Governance for the Statement

• 1. This Statement has been prepared on the basis of the standalone annual audited financial statements and has been approved by the Company's Board of Directors is responsible for the preparation and presentation of the Statement that gives a true and fair view of the net profit and other comprehensive income and other financial information of the Company in accordance with the accounting principles generally accepted in India, including Ind AS prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India, and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
• 1. In preparing the Statement, the Board of Directors is as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
• 1. The Board of Directors is
• 1. Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing, specified under section 143(10) of the Act, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Statement.
• 1. As part of an audit in accordance with the Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has in place adequate internal financial controls with reference to financial statements and the operating effectiveness of such controls.

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Chartered Accountants

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
• Conclude on the appropriateness of the management s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions nclude that disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.
• 1. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
• 1. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters

• 1. The comparative financial information of PIL for the quarter and year ended 31 March 2020 and quarter ended 31 December 2020, included in the accompanying Statement, are based on the financial results of such transferor company audited by another firm of Chartered Accountants, M/s Gandhi & Associates LLP, whose reports dated 18 June 2020 and 3 February 2021, expressed an unmodified opinion and an unmodified conclusion, respectively, on those financial results.
• 1. The comparative financial information of PCBIL for the quarter and year ended 31 March 2020 and quarter ended 31 December 2020, included in the accompanying Statement, are based on the financial results of such transferor company audited by another firm of Chartered Accountants, Arun Bedekar & Co, whose reports dated 18 June 2020 and 3 February 2021, expressed an unmodified opinion and an unmodified conclusion, respectively, on those financial results.

The adjustments made to the accompanying financial results to give effect to the scheme of merger as described in paragraph 5 above have been audited by us. Our opinion is not modified in respect of this matter.

1. The Statement includes the financial results for the quarter ended 31 March 2021, being the balancing figures between the audited figures in respect of the full financial year and the restated unaudited year-to-date figures up to the third quarter of the current financial year, which were subject to limited review by us.

For Walker Chandiok & Co LLP Chartered Accountants

Firm Registration No:001076N/N500013

Murad D. Daruwalla Partner Membership No:043334

UDIN:21043334AAAACK8186

Place: Mumbai Date: 24 June 2021

Page 3 of 3

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

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

Chartered Accountants

$\textit{\bf PRIME SECURITIES LIMITED}\label{eq:PRIME}$ 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 AND YEAR ENDED MARCH 31, 2021

						(Rs. in Lakhs, unless otherwise stated)
Particulars			For the quarter ended			For the year ended
		31 Mar 21	31 Dec 20	31 Mar 20	31 Mar 21	31 Mar 20
		(Unaudited)#	(Unaudited)	(Unaudited)#	(Audited)	(Audited)
	Revenue from Operations
	Interest income i)	43	37	14	135	59
	Dividend income ii)			$\overline{a}$
	iii) Rental income					$\overline{4}$
	Fee and commission income iv)	1,129	380	2,206	2,794	4,935
	Net gain on fair value changes v)		45	9	43	х.
	vi) Gain on sale / redemption of investments (net)		$\tau$		23
	Revenue from operations	1,172	469	2,229	2,995	4,998
ш	Other Income	2	$\Omega$		$\mathbf{2}$
	III Total income (I+II)	1,174	469	2,229	2,997	4,998
	Expenses
	i) Finance cost	5	6 $\overline{c}$	4	26	13
	ii) Fee and commission expense iii) Net loss on fair value changes	200 47		526	286	978 129
	iv) Loss on on sale / redemption of investments (net)	9				$\sim$
	Impairment on financial instruments v)	32	46	1,265	178	1,705
	vi) Employee benefit expenses	546	237	371	1,259	1,183
	vii) Depreciation and amortisation expense	20	20	21	77	51
	viii Other expenses	76	83	155	344	479
IV	Total expenses	935	394	2,342	2,170	4,538
v	Profit / (loss) before tax (III-IV)	239	75	(113)	827	460
	VI Tax expenses / (credits)
	Current tax $\mathbf{r}$	56	$\overline{2}$	22	138	127
	Deferred tax charge / (credit)	(3)	(2)	22	27	22
	VII Profit / (loss) after tax (V VI)	186	75	(157)	662	311
	VIII Other comprehensive income/ (loss)
	a) I) Items that will not be reclassified to profit or loss
	(a) Remeasurement of defined employee benefit plans	6	(1)	(1)	$\overline{\mathbf{4}}$	(9)
	II) Income tax relating to items that will not be reclassified to profit or loss	(2)	$\Omega$	0	(1)	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			$\overline{\phantom{a}}$
	Other comprehensive income $/(loss)$ (a+b)		(1)	(1)	3	(6)
IX	Total comprehensive income / (loss) for the quarter / year (VII + VIII)	190	74	(158)	665	305
lx.	Paid up equity share capital (face value Rs. 5 each) $\ddot{1}$	1,326	1,326	1,326	1,326	1,326
	ii) Other equity				3,878	2,845
	XI Earning / (loss) per equity share
	(Rs. not annualised for the quarters and year ended) Basic (amount in Rs.)
	Diluted (amount in Rs.) ٠	0.70 0.68	0.28 0.28	(0.59) (0.59)	2.50 2.43	1.17 1.16
	# Refer Note 7

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)

STANDALONE STATEMENT OF ASSETS & LIABILITIES

		(Rs. in Lakhs, unless otherwise stated)
Particulars		As at	As at
		March 31, 2021	March 31, 2020
		(Audited)	(Audited)
	ASSETS
I.	Financial assets
	Cash and cash equivalents a)	2,084	933
	Bank balance other than (a) above b)	1,453
	Receivables $\mathbf{c})$
	(i) Trade receivables	78	438
	(ii) Other receivables	393	393
	Loans d)	62	62
	Investments e)	2,133	1,131
	Other financial assets f)	76	1,357
		6,279	4,314
П.	Non-financial assets Current tax assets (net)	787	483
	a) Deferred tax assets (net) b)	52	80
	Property, plant and equipment c)	192	282
	Other intangible assets $\mathbf{d}$	1	1
	Other non-financial assets e)	63	116
		1,095	962
	TOTAL ASSETS	7,374	5,276
	LIABILITIES AND EQUITY
I.	Financial liabilities
	Payables a)
	(i) Trade payables
	- Total outstanding dues of micro enterprises and
	small enterprises
	Total outstanding dues of creditors other than
	micro enterprises and small enterprises	227	5
	Borrowings b)	17	23
	Other financial liabilities $\mathbf{c})$	196	262
		440	290
П.	Non-financial liabilities
	Provisions a)	418	529
	Other non-financial liabilities b)	1,312	286
		1,730	815
	III. Equity
	Equity share capital a)	1,326	1,326
	Other equity b)	3,878	2,845
		5,204	4,171
	TOTAL LIABILITIES AND EQUITY	7,374	5,276

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

STANDALONE STATEMENT OF CASH FLOW

(Rs. in Lakhs, unless otherwise stated)
	Year ended	Year ended
Particulars	March 31, 2021	March 31, 2020
Cash flow from operating activities:
Profit before tax	827	460
Adjustments for:
Depreciation and amortisation expense	77	51
Changes in fair valuation of investment (net) through profit or loss	(43)	129
Gain on sale of investments (net)	(23)
Interest expense	6	9
Interest income on deposits	(135)	(59)
Share based payment to employees	191	247
Impairment of financial assets	178	1,705
Operating profit before working capital changes	1,078	2,542
Adjustments for changes in working capital:
(Decrease) / Increase in provisions	(106)	(132)
Increase / (Decrease) in trade payables	222	(34)
Increase/ (Decrease) in other financial liabilities	(66)	75
Increase/ (Decrease) in other non-financial liabilities	1,025	140
(Increase)/ Decrease in other financial assets	1,280	(999)
(Increase)/ Decrease in other receivables		125
Decrease/ (Increase) in trade receivables	182	(228)
Decrease/ (Increase) in other non-financial assets	52	(62)
(Increase)/ Decrease in Loans		100
Decrease/ (Increase) in fixed deposits with maturity more than 3 months	(1, 453)	347
Total changes in working capital	1,136	(668)
Cash generated from operations	2,214	1,874
Taxes paid, net of refunds	(442)	(520)
Net cash generated/(used) from operating activities (A)	1,772	1,354
Cash flow from investing activities:
Purchase of property, plant and equipments including capital work-in- progress	(4)	(273)
Proceeds from sale / disposal of property, plant and equipments	18
Purchase of Investments	(7, 435)	2
Proceeds from sale / redemption of investments	6,678
Interest income	135	59
Net cash generated/(used) from in investing activities (B)	(609)	(212)
Cash flow from financing activities:
Borrowings repaid during the year	(6)	(276)
Interest paid	(6)	(9)
Net cash generated/(used) in financing activities (C)	(12)	(285)
Net increase / (decrease) in cash and cash equivalents $(A+B+C)$	1,151	857

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

STANDALONE STATEMENT OF CASH FLOW

(Rs. in Lakhs, unless otherwise stated)
	Year ended	Year ended
Particulars	March 31, 2021	March 31, 2020
Cash and cash equivalents at the beginning of the year	933	76
Cash and cash equivalents at the end of the year	2,084	933
Total	1,151	857
Notes:
1) Cash and cash equivalents comprise of
Cash on hand
Balances with banks
In current account	1,981	173
Demand deposits (less than 3 months maturity)	102	759
Cash and cash equivalents at the end of the year	2,084	933

Notes:

The above Statement of Cash Flows has been prepared under indirect method as set out in Ind AS 7, 'Statement of Cash Flows', as specified under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standard) Rules, 2015 (as amended).

Standalone Notes:

• 1 The above standalone financial results have been prepared in accordance with the recognition and measurement principles of Companies (Indian Accounting Standard) rules, 2015 (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 June 24, 2021. The results for the year ended March 31, 2021 have been audited by the statutory auditors of the company.
• 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 believes that it has $\,2\,$ taken into account all possible impact of known events arising out of COVID 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.
• $\overline{\mathbf{3}}$ 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 Primesec Investment Limited (PIL) and Prime Commodities Broking (India) Limited (PCBIL), 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 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 ended December 31, 2020, March, 31, 2020 and year ended March 31, 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.
• The Board of Directors at its meeting held on June 24, 2021 has proposed a final dividend of Rs. 4.50 per equity share of face value of Rs. 5/- each, for the financial year 2020-21, subject to approval of the shareholders $\overline{4}$ forthcoming Annual General Meeting.
• The Company, being considered a NBFC with a net-worth of less than Rs. 500 crores, was required to have adopted Ind-AS from April 1, 2019 under the Companies (Indian Accounting Standard) Rules, 2015, against which the actual adoption was from April 1, 2017 and the considered transition date as April 1, 2016. Management believes that the qualitative / quantitative impact of the same was not material to the financial results and hence, no adjustment was required.
• $\epsilon$ The Company has only one segment i.e. Financial Advisory & Intermediation services. There are no separate reportable segments as required by Ind AS 108.
• The figures for the last quarter of the current year and of the previous year are the balancing figures between audited figures in respect of the full financial year and the restated year-to-date figures up to third quarte
• $\bar{8}$ The amounts reflected as "0" in the Financial Information are values with less than rupees one lakhs.
• Previous quarter and period/year ended figures have been regrouped/reclassified, wherever found necessary, to confirm to the current quarter/period/year end presentation. $\overline{9}$

For Prime Securities Limited IAVAKLIMAR NARAYANSWAMI

Mumbai June 24, 2021

N. Javakumar Managing Director & Group CEO