Directors Report of Prime Securities Ltd.

The Board of Directors are pleased to present the Company’s 43^rd Annual Report on the business
and operations along with the Audited Financial Statements for the Financial Year ended March

31, 2026.

FINANCIAL PERFORMANCE (h lakh)

OVERVIEW OF
COMPANY’S FINANCIAL &
OPERATIONAL PERFORMANCE

During the year under review, the Company
continued to grow in its core advisory and
merchant banking business with increased
emphasis on businesses generating recurring
and annuity-based income. The Company’s
subsidiary, engaged in wealth management
business, continue to expand significantly
in terms of AUM, branch network and
employees. The Company made inroads in
asset management business by setting up
AIF, through step-down subsidiary, to become
operational in FY27. The Company also setup
subsidiaries in UK and UAE for management
consultancy business. Thus, the financial year
2025-26 was another year of strategic progress
for the Company, marked by continued
expansion of its financial services platform,
strengthening of recurring revenue streams
and disciplined execution of its long-term
growth strategy.

The Company also continued to maintain a
disciplined approach towards its strategic
investments in start-up and early-stage
businesses, with the investment portfolio
growing in terms of carrying values. During the
year, the Company further expanded its client
base across its business verticals, strengthened
customer relationships and enhanced cross¬
selling opportunities, resulting in robust
growth in consolidated revenues and continued
operational momentum.

The Board remains confident that the
Company''s diversified business model, strong
balance sheet, experienced management
team and prudent risk management
framework position sit well to capitalise
on emerging opportunities in the financial
services sector. The Company will continue to
focus on expanding its investment banking,
wealth management and asset management
businesses, enhancing operational efficiencies,
leveraging technology and strengthening
governance standards to create sustainable
long-term value for stakeholders. While global
macroeconomic and geopolitical uncertainties
may continue to influence market conditions
and capital flows, the Board believes that the
Company''s resilient business model, healthy
capital position and growing annuity income
base provide a strong foundation for sustained
growth in the years ahead. The setup in the
overseas territories will lay footprints in the
global market.

On a consolidated basis, the Company recorded
revenue from operations of T13,799 lakh for
the year ended March 31, 2026, as compared
to T8,940 lakh in the previous financial year,
registering a significant increase in revenues.
Consolidated Profit after Tax (including Other
Comprehensive Income) stood at T3,945
lakh, as against T5,065 lakh in the previous
financial year.

On a standalone basis, the Company recorded
revenue from operations of T5,456 lakh during
the year ended March 31, 2026, compared
to T5,647 lakh in the previous financial
year. Standalone Profit after Tax (including
Other Comprehensive Income) was T3,826
lakh, as against T 4,465 lakh in the previous
financial year.

The standalone and consolidated financial
statements have been prepared in accordance
with the Companies (Indian Accounting
Standards) Rules, 2015 (Ind AS), notified under
Section 133 of the Companies Act, 2013 (“the
Act”), read with the Companies (Accounts)
Rules, 2014 and other applicable statutory
provisions, as amended from time to time.

DIVIDEND AND RESERVES

In order to conserve the Company''s financial
resources to support its strategic growth
initiatives, expansion into new business
activities and future capital requirements,
the Board of Directors has decided not to
recommend any dividend for the financial year
ended March 31, 2026. The Board believes
that retaining the profits will strengthen the
Company''s financial position and provide
adequate resources to pursue emerging
business opportunities, thereby creating
sustainable long-term value for all stakeholders.

During the year under review, no amount from
the Profit was transferred to Reserves.

EQUITY SHARE CAPITAL

Paid-up Equity Share Capital of the Company
as of March 31, 2026, was T 1,695 lakh,
comprising of 3,39,00,325 Equity Shares of
face value of T 5/- each.

During the year under review, 2,77,500 Equity
Shares were allotted to the eligible Employees
/ Directors of the Company / Subsidiaries
pursuant to exercise of Options granted under
Employee Stock Option Scheme 2018.

UTILISATION OF PROCEEDS
OF PREFERENTIAL ISSUE OF
EQUITY SHARES

The Board of Directors had allotted 45,50,000
Equity Shares in November 2021 to select
investors, on a Preferential basis, pursuant
to approval granted by the Members at their
Extraordinary General Meeting held on
November 10, 2021. As at the end of the year
under review, the entire issue proceeds of T
4,038 lakh, received on allotment of Equity
Shares, have been utilised in terms of the
object clause, as amended by the subsequent
resolution of members.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

Pursuant to the provisions of the Regulation
34 of the SEBI Listing Regulations, the
Management Discussion and Analysis Report
giving a detailed account of the operations and
the state of affairs of the Company is annexed
as Annexure “1” to this Report.

DIRECTORS AND KEY
MANAGERIAL PERSONNEL

During the financial year under review, there
were no changes in the composition of the
Board of Directors or the Key Managerial
Personnel of the Company.

The Company has received declarations
from all the Independent Directors under
Section 149(7) of the Act confirming that they
continue to satisfy the criteria of independence
prescribed under Section 149(6) of the Act
and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations").
The Independent Directors have also confirmed
that their names are included in the databank
of Independent Directors maintained in
accordance with the provisions of the Act
and the applicable Rules made thereunder. In
the opinion of the Board, all the Independent
Directors possess the requisite integrity,
expertise and experience, including proficiency
relevant to the Company''s business, and fulfil
the conditions of independence as prescribed
under the Act and the SEBI Listing Regulations.

Pursuant to the provisions of Section 152
of the Act and the Articles of Association of
the Company, Mr. Sujit Kumar Varma, Non¬
Executive and Non-Independent Director,
retires by rotation at the ensuing Annual
General Meeting and, being eligible, has offered
himself for re-appointment. The Board, based
on the recommendation of the Nomination and
Remuneration Committee, recommends his
re-appointment for approval of the Members
at the ensuing Annual General Meeting. The
requisite details of the Director seeking re¬
appointment, as required under the Act and the
SEBI Listing Regulations, are provided in the
Notice convening the Annual General Meeting,
which forms part of this Annual Report.

As on the date of this Report, the Key
Managerial Personnel of the Company are:

- Mr. N. Jayakumar - Managing Director &
Group CEO

- Mr. Akshay Gupta - Whole-time Director

- Mr. Arun Shah - Chief Financial Officer

- Mr. Ajay Shah - Company Secretary &
Compliance Officer

NUMBER OF MEETINGS OF THE
BOARD & ITS COMMITTEES

During the financial year under review, the
Board of Directors met six (6) times. The
details of the meetings of the Board, including
the attendance of Directors, are provided in the
Report on Corporate Governance, which forms
an integral part of this Annual Report.

The Board has constituted the Audit
Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility
Committee, Stakeholders'' Relationship
Committee and Risk Management Committee
in accordance with the applicable provisions
of the Act and the SEBI Listing Regulations.
The composition, terms of reference, number
of meetings held and attendance of members
of the respective Committees are set out in the
Report on Corporate Governance forming part
of this Annual Report.

The gap between any two consecutive meetings
of the Board and its Committees was within the
time limits prescribed under the Act and the
SEBI Listing Regulations. The Company has
also complied with the applicable provisions of
Secretarial Standard on Meetings of the Board
of Directors (SS-1) issued by the Institute of
Company Secretaries of India.

BOARD EVALUATION

Pursuant to the provisions of the Act and the
SEBI Listing Regulations, the Board has carried
out the annual performance evaluation of its
own performance, that of its committees and of
the individual Directors.

The evaluation was undertaken in accordance
with the performance evaluation framework
approved by the Board. A structured evaluation
mechanism, including questionnaires covering

various aspects such as the composition and
effectiveness of the Board and its Committees,
discharge of statutory and fiduciary
responsibilities, strategic oversight, governance
practices, quality of discussions, decision¬
making process, participation and contribution
of individual Directors, and the effectiveness of
Board processes, was used for the evaluation.

In accordance with Schedule IV to the Act and
the applicable provisions of the SEBI Listing
Regulations, the Independent Directors held a
separate meeting during the year, without the
presence of the Non-Independent Directors
and members of the Management. At the
meeting, the Independent Directors reviewed
and evaluated:

a) the performance of the Non-Independent
Directors and the Board as a whole;

b) the performance of the Chairperson for
the meetings, taking into account the
views of the Executive and Non-Executive
Directors; and

c) the quality, quantity and timeliness of
the flow of information between the
Management and the Board, which is
necessary for the Board to effectively and
reasonably discharge its responsibilities.

The Board also evaluated the functioning and
effectiveness of its committees and expressed
satisfaction with the overall evaluation process
and its outcomes, noting that the Board and its
Committees continue to function effectively and
fulfil their respective roles and responsibilities.

POLICY ON DIRECTORS’
APPOINTMENT, REMUNERATION,
ETC

The Company has in place a Nomination and
Remuneration Policy in accordance with the
provisions of the Act and the SEBI Listing
Regulations. The Policy, inter alia, lays down the
guiding principles relating to the appointment,
remuneration, evaluation and succession of
Directors, and is designed to attract, retain
and motivate competent professionals while
ensuring an appropriate balance between
fixed and performance-linked remuneration.
The salient features of the Nomination and
Remuneration Policy are set out in the Report
on Corporate Governance, which forms an
integral part of this Annual Report.

The Nomination and Remuneration Committee
identifies and recommends to the Board
suitable candidates for appointment or
re-appointment as Directors based on an
objective evaluation of their qualifications,
skills, expertise, experience, integrity, diversity,
independence (where applicable) and other
attributes relevant to the Company''s business
and strategic requirements. The Committee
also ensures that the composition of the Board
is balanced and possesses an appropriate mix
of skills, knowledge and experience to enable it
to discharge its responsibilities effectively.

CORPORATE GOVERNANCE AND
CODE OF CONDUCT

Pursuant to Regulation 34(3) read with
Schedule V of the SEBI Listing Regulations,
a separate Report on Corporate Governance,
together with the certificate issued by M/s.
Pramod S. Shah & Associates, Practicing
Company Secretaries, confirming compliance
with the conditions of Corporate Governance as
prescribed under the SEBI Listing Regulations,
forms part of this Annual Report as Annexure
“2".

The certificate from M/s. Pramod S. Shah &
Associates, Practicing Company Secretaries,
certifying that none of the Directors on
the Board has been disqualified from being
appointed or continuing as a director, in
terms of Regulation 34(3) read with Schedule
V (Part C) Clause 10(i) of the SEBI Listing
Regulations, also forms part of the Report on
Corporate Governance.

In compliance with Regulation 17(5)(a) of the
SEBI Listing Regulations, the Company has
adopted a Code of Conduct applicable to all
Directors and Senior Management Personnel.
The Code lays down the standards of ethical
conduct, integrity and governance expected
from the Directors and Senior Management
Personnel in the discharge of their duties.
All the Directors and Senior Management
Personnel have affirmed their compliance
with the Code of Conduct for the financial
year ended March 31, 2026. A declaration to
this effect, signed by the Managing Director
and Group CEO, forms part of the Report on
Corporate Governance.

CONSOLIDATED FINANCIAL
STATEMENT

The audited Consolidated Financial Statements
of the Company for the financial year ended
March 31, 2026, have been prepared in
accordance with the Companies (Indian
Accounting Standards) Rules, 2015 (Ind AS),
notified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014
and other applicable provisions of the Act, as
amended from time to time. The Consolidated
Financial Statements present the financial
position and performance of the Company and
its subsidiaries as a single economic entity
after eliminating intra-group transactions and
balances, including non-controlling interests,
wherever applicable. In accordance with the
provisions of the Act, the audited Consolidated
Financial Statements together with the
Independent Auditors'' Report thereon form an
integral part of this Annual Report.

During the financial year under review, the
Company recorded consolidated revenue from
operations of T13,799 lakh, as compared to
T8,940 lakh in the previous financial year. The
consolidated revenue comprised Investment
Banking and Advisory Fees of T4,367 lakh,
Corporate Advisory Fees of T7,699 lakh,
Brokerage and Commission Income of T702
lakh, Dividend, Interest and Other Investment
Income of T276 lakh, Net Gain on Fair Value
Changes of T627 lakh, and Other Income of
T128 lakh.

The Consolidated Profit after Tax (including
Other Comprehensive Income) for the financial
year stood at T3,945 lakh, as compared to
T5,065 lakh in the previous financial year.
The growth in consolidated revenues reflects
continued business momentum across the
Company''s core operating segments and the
sustained contribution from its diversified
financial services platform.

SUBSIDIARY COMPANIES / JOINT
VENTURES / ASSOCIATES

As on March 31, 2026, the Company had
subsidiaries and an associate operating across
financial services, corporate consultancy, wealth
and asset management, and international
management consultancy businesses.

Pursuant to Section 129(3) of the Act, read
with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing the
salient features of the financial statements of
the Company''s subsidiaries and associate, in
the prescribed Form AOC-1, forms part of the
Consolidated Financial Statements included in
this Annual Report.

The Policy for Determining Material
Subsidiaries is available on the Company''s
website (www.primesec.com) under the
Investor Information section. The audited
financial statements of each subsidiary are
also available on the Company''s website and
shall be made available to the Members upon
request in accordance with the applicable
provisions of the Act.

A brief overview of the performance and key
developments of the subsidiaries and associate
during the year is set out below:

Prime Research and Advisory Limited
(PRAL)

PRAL continued to strengthen its position
in financial services business comprising
value-added intermediation services in
wealth management and investment advisory,
insurance advisory, assisting banks and
institutional investors in risk assessment,
portfolio analysis and portfolio rebalancing
through execution of specific strategies. PRAL’s
target clients include corporate treasuries, fund
management companies and family offices
among others. PRAL through its network of
investors substantially enhances our capability
to execute mandates.

During the financial year, PRAL reported
consolidated revenue of T6,586 lakh, as
compared to T2,889 lakh in the previous
year, comprising advisory fees of T6,222 lakh,
income from brokerage and commission of T
37 lakh, gain on fair value changes of T90 lakh,
and interest income of T237 lakh. Profit after
Tax (including Other Comprehensive Income)
increased to T2,341 lakh, compared to T781
lakh in the previous year.

Considering the funding requirements for
its expanding business activities and future
growth initiatives, the Board of Directors of
PRAL has not recommended any dividend for
the financial year 2025-26.

Prime Trigen Wealth Limited (PTWL)

PTWL (formerly Prime Funds Management
Limited), a subsidiary of the Company,
continued to expand its wealth and asset
management business catering to family offices,
Ultra High Net Worth Individuals (UHNIs) and
High Net Worth Individuals (HNIs), offering
personalized services by wealth managers
and offers instruments across all asset classes
viz. mutual funds, AIFs, portfolio management
services, debenture, direct equity, etc. PTWL,
through its network of customers, substantially
enhances its capability to execute mandates.
PTWL also continues to generate strategic
opportunities for the Group’s investment
banking and corporate advisory businesses
through its client relationships. PTWL has
onboarded 850 clients and 600 families in
the first year of its operations and operates
from 9 locations with over 100 employees. The
AUM / AUA as on March 31, 2026, was approx.
^3,500 Cr.

During the year, PTWL raised a capital of approx.
^1,676 lakh from the Company, key team
members and directors of Prime Group, by way
of issue of 96,63,000 equity shares of PTWL, to
support the continued growth and expansion of
the business. Pursuant to the Employee Stock
Option Scheme approved by the Board of
PTWL, 27,52,583 Options were granted during
the year to the eligible employees and directors
of PTWL. The Company’s stake in equity of
PTWL, as on March 31, 2026, was 73.48% on
a fully diluted basis, assuming full exercise of
Options granted.

During the year under review, PTWL reported
revenue of ^2,148 lakh, as compared to ^538
in the previous year. This includes Corporate
Consultancy Fees of ^1,477 lakh, Brokerage
and Commission Income of ^665 lakh, Gain
on fair value changes (realized) ^4 lakh and
interest income of ^2 lakh. Profit / (Loss) after
Tax (including Other Comprehensive Income)
was ^(1,765) lakh, compared to ^(60) lakh in
the previous year.

Prime Litmus Investment Management
Limited (PLIML)

PLIML, a subsidiary of PRAL, was incorporated
to act as the Investment Manager to the
Alternative Investment Fund. PRAL hold
75% stake (including its 5 nominees) in

PLIML and the balance 25% is held by Litmus
Global Advisors LLP. During the year, PRAL
invested ^30 lakh towards its shareholding
in PLIML. On January 6, 2026, the Securities
and Exchange Board of India (SEBI) granted
registration to the Alternative Investment
Fund, and the first scheme, Prime Litmus
Real Estate Opportunities Fund, is proposed
to be launched during the financial year
2026-27. Mr. Rahul Rai, an experienced real
estate investment professional with over
three decades of industry experience, with
his previous role being Head of Real Estate
Investment Business at ICICI Prudential AMC
Ltd. for 15 years, has been appointed to lead
the real estate investment business.

Prime Litmus Ventures LLP (PLV LLP)

PLV LLP was incorporated to act as the Sponsor
of the Alternative Investment Fund. PRAL is
a Designated Partner and has committed to
contribute up to ^500 lakh, with the balance
contribution to be made by the other Designated
Partner, Litmus Global Advisors LLP.

Prime Advisory Partners Limited,
United Kingdom (PAPL)

During the year, the Company acquired a
97.83% equity stake in PAPL by investing GBP
45,000 in tranches. PAPL has been established
to provide management consultancy
services in the United Kingdom and other
international markets.

PRAL Management Consultancies LLC,
Dubai (PMCL)

During the year, the Company invested
AED 9.60 lakh in tranches, to establish and
capitalise PMCL as a wholly owned subsidiary
in Dubai. PMCL has been set up to strengthen
the Group’s presence in the GCC region,
expand its investor outreach and distribution
capabilities, and support the growth of
its investment banking, wealth and asset
management businesses. During the financial
year, PMCL reported revenue of AED 6.26 lakh.

Ark Neo Financial Services Private
Limited (Associate Company)

Ark Neo operates the technology platform
“Dhanlap”, offering loans against mutual funds,
shares and other capital market securities,

thereby strengthening the Group’s presence
in the fintech ecosystem. The Company holds
41.68% equity stake in Ark Neo Financial
Services Private Limited and have subscribed
to Zero Coupon Optionally Convertible
D ebentures aggregating T 3 5 0 l akh, whi ch
are convertible into equity shares within 24
months from the date of allotment, failing
which they are redeemable on maturity.

Prime Global Asset Management Pte.
Limited, Singapore (PGAM)

PGAM was established as a subsidiary of PRAL
to undertake fund management activities
in Singapore. However, owing to delays in
obtaining the requisite regulatory approvals
and a reassessment of the proposed business
strategy, the invested capital (net of expenses)
was returned during the year, and the company
has been struck off from the records of the
registering authority in Singapore. In view
of the same, PGAM ceased to be a subsidiary
of PRAL

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of
the Act, the Annual Return of the Company
is uploaded on the website of the Company
(www.primesec.com) under the Investor
Information section.

RELATED PARTY CONTRACTS
& ARRANGEMENTS

The Company has formulated a Policy on
Related Party Transactions in accordance
with the provisions of the Act and the SEBI
Listing Regulations. The Policy is available on
the website of the Company (www.primesec.
com) under the Investor Information section.
The Policy lays down the framework for
identification, approval, review and reporting
of related party transactions and aims to
ensure that such transactions are undertaken
in compliance with the applicable legal and
regulatory requirements.

All Related Party Transactions are placed
before the Audit Committee for its review and
prior approval. The Audit Committee grants
omnibus approval for repetitive transactions, if
any, proposed to be entered into in the ordinary

course of business and on an arm''s length basis,
in accordance with the applicable provisions of
the Companies Act, 2013 and the SEBI Listing
Regulations. The Audit Committee periodically
reviews the details of such transactions.

During the financial year under review, all
Related Party Transactions entered into by
the Company were in the ordinary course of
business and on an arm''s length basis. There
were no Material Related Party Transactions
requiring approval of the Members under
the Companies Act, 2013 or the SEBI Listing
Regulations. Accordingly, the disclosure of
Related Party Transactions in Form AOC-2
pursuant to Section 134(3)(h) of the Act read
with Rule 8(2) of the Companies (Accounts)
Rules, 2014 is not applicable.

The disclosures relating to Related Party
Transactions, as required under the applicable
Ind AS, form part of the Notes to the Standalone
and Consolidated Financial Statements.

None of the Directors has any material
pecuniary relationship or transaction with the
Company, other than remuneration, sitting fees
and reimbursement of expenses, wherever
applicable, in the ordinary course of business.

DEPOSITS

During the financial year under review, the
Company did not accept any deposits within
the meaning of Chapter V of the Companies Act,
2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.

Accordingly, no amount of principal or interest
in respect of such deposits was outstanding
as on March 31, 2026. The Company has
complied with the applicable provisions of
Chapter V of the Companies Act, 2013 and
there were no deposits that were accepted or
remained outstanding in contravention of the
said provisions and the Rules made thereunder.

DIRECTORS’ RESPONSIBILITY
STATEMENT

Pursuant to the provisions of Section 134(3)(c)
read with Section 134(5) of Act, your Directors,
to the best of their knowledge and belief and
according to the information and explanations
obtained by them, confirm that:

a) In the preparation of the annual financial
statements for the financial year ended
March 31, 2026, the applicable Indian
Accounting Standards (Ind AS), prescribed
under Section 133 of the Act, read with
the Companies (Indian Accounting
Standards) Rules, 2015 and other
applicable accounting principles, have
been followed and there are no material
departures therefrom;

b) They have selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company as at March 31, 2026, and of the
profit of the Company and its cash flows
for the financial year ended on that date;

c) They have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with
the provisions of the Act for safeguarding
the assets of the Company and for
preventing and detecting fraud and
other irregularities;

d) They have prepared the annual financial
statements on a going concern basis;

e) They have laid down adequate internal
financial controls to be followed by the
Company and that such internal financial
controls are adequate and operating
effectively; and

f) They have devised proper systems to
ensure compliance with the provisions of
all applicable laws and that such systems
are adequate and operating effectively.

CORPORATE SOCIAL
RESPONSIBILITY

In compliance with the provisions of Section
135 of the Companies Act, 2013 read with
Schedule VII thereto and the Companies
(Corporate Social Responsibility Policy) Rules,
2014, the Company has constituted a Corporate
Social Responsibility ("CSR") Committee of
the Board.

As on the date of this Report, the CSR
Committee comprises Mr. Ashok Kacker,

Non-Executive and Independent Director
(Chairperson), Ms. Smeeta Bhatkal, Non¬
Executive and Independent Director, and
Mr. Sujit Kumar Varma, Non-Executive and
Non-Independent Director.

The Company has also adopted a Corporate
Social Responsibility Policy, which is available
on the website of the Company (www.
primesec.com) under the Investor Information
section. The Annual Report on CSR activities
for the financial year ended March 31, 2026, as
required under Section 135 of the Companies
Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014, forms part
of this Report as Annexure “3”.

PARTICULARS OF LOANS
GIVEN, INVESTMENTS MADE,GUARANTEES GIVEN AND
SECURITIES PROVIDED

The particulars of loans granted, guarantees
given, securities provided and investments
made by the Company during the financial
year, as covered under the provisions of Section
186 of the Act, are disclosed in the Notes to the
Audited Financial Statements forming part of
this Annual Report.

VIGIL MECHANISM / WHISTLE
BLOWER POLICY

Pursuant to the provisions of the Act and
the SEBI Listing Regulations, the Company
has established a Vigil Mechanism / Whistle
Blower Policy to provide a formal mechanism
for directors and employees to report genuine
concerns regarding unethical behaviour,
actual or suspected fraud, violations of the
Company''s Code of Conduct or any other
improper practices.

The Policy provides for adequate safeguards
against victimisation of whistle blowers and
ensures direct access to the Chairperson of
the Audit Committee in appropriate cases.
The Company affirms that no person has
been denied access to the Audit Committee
under the Vigil Mechanism. The Whistle
Blower Policy is available on the website of
the Company (www.primesec.com) under the
Investor Information section.

AUDITORS AND AUDITORS’
REPORT

Pursuant to the provisions of Section 139 of
the Act read with the Companies (Audit and
Auditors) Rules, 2014, M/s. Sharp & Tannan
Associates, Chartered Accountants (Firm
Registration No. 109983W), were appointed
as the Statutory Auditors of the Company
for a term of five consecutive years, from the
conclusion of the 41^st Annual General Meeting
held on June 27, 2024, until the conclusion
of the 46^th Annual General Meeting of
the Company.

The Statutory Auditors'' Report on the
Standalone and Consolidated Financial
Statements for the financial year ended March
31, 2026, forms part of this Annual Report.
The Auditors'' Report does not contain any
qualification, reservation, adverse remark or
disclaimer of opinion. Further, there were no
instances of fraud reported by the Statutory
Auditors under Section 143(12) of the Act
during the financial year under review.

SECRETARIAL AUDITORS AND
SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of
the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors had
appointed M/s. Pramod S. Shah & Associates,
Practicing Company Secretaries (Certificate of
Practice No. 3804), as the Secretarial Auditor of
the Company to conduct the Secretarial Audit
for the financial year ended March 31, 2026.
The Secretarial Audit Report issued by the
Secretarial Auditor is annexed to this Report
as Annexure “4”. The Report does not contain
any qualification, reservation, adverse remark
or disclaimer.

Pursuant to the provisions of Section 204 of
the Act, as amended, read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and the applicable
provisions of the SEBI Listing Regulations, the
Board of Directors has, subject to the approval
of the Members at the ensuing 42^nd Annual
General Meeting, approved the appointment of
M/s. Pramod S. Shah & Associates, Practicing
Company Secretaries (Certificate of Practice
No. 3804), as the Secretarial Auditors of

the Company for a term of five consecutive
financial years, commencing from April 1, 2025
and ending on March 31, 2030.

MATERIAL CHANGES AND

COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL

POSITION OF THE COMPANY
OCCURRED BETWEEN THE

END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL

STATEMENTS RELATE AND THE

DATE OF THE REPORT

Except as disclosed elsewhere in this Annual
Report, there have been no material changes or
commitments affecting the financial position of
the Company that have occurred between the
end of the financial year, i.e., March 31, 2026,
and the date of this Report, which require
disclosure under the provisions of the Act.

EMPLOYEES

The disclosures relating to the remuneration
of Directors, Key Managerial Personnel
and employees, as required under Section
197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, form
part of this Report as Annexure “5”.

The statement containing the particulars of
employees as required under Section 197(12)
of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (as
amended), forms part of this Report as
Annexure “6”.

In accordance with the provisions of Section
136 of the Act, the Annual Report and the
Financial Statements are being sent to the
Members excluding the aforesaid Annexure.
Any Member interested in obtaining a copy of
the said Annexure may write to the Company
Secretary of the Company, and the same will be
made available on request.

Total head count in the Prime Group, as
on March 31, 2026, stands at 139. None of
the employees covered under the aforesaid
disclosure requirements is related to any
Director of the Company.

EMPLOYEE STOCK OPTION
SCHEMES

The Company has implemented the Employee
Stock Option Scheme, 2018 ("ESOS 2018")
with the objective of attracting, retaining and
rewarding talented employees and aligning
their interests with the long-term growth and
performance of the Company.

Pursuant to ESOS 2018, the Nomination and
Remuneration Committee of the Board had
granted stock options to eligible employees and
directors of the Company and its subsidiary
companies. As on March 31, 2026, 10,77,500
stock options remained outstanding under
ESOS 2018.

The disclosures required under Section 62(1)
(b) of the Companies Act, 2013 read with Rule
12(9) of the Companies (Share Capital and
Debentures) Rules, 2014 and the applicable
provisions of the Securities and Exchange
Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 are set
out in Annexure “7” to this Report.

The equity shares arising upon exercise of
the stock options are allotted directly to
the respective employees. Accordingly, the
disclosure requirements relating to voting
rights not exercised directly by employees are
not applicable to the Company.

DISCLOSURE AS PER THE SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAl)
ACT, 2013

In compliance with the provisions of the
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act") and the Rules made
thereunder, the Company has adopted a Policy
on Prevention, Prohibition and Redressal of
Sexual Harassment at the Workplace.

The Company has constituted an Internal
Committee in accordance with the
requirements of the POSH Act to receive,
inquire into and redress complaints of sexual
harassment at the workplace.

During the financial year under review:

- Number of complaints of sexual
harassment received: Nil

- Number of complaints disposed of during
the year: Nil

- Number of complaints pending as on
March 31, 2026: Nil

PARTICULARS REGARDING

CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS
AND OUTGO

The particulars relating to conservation of
energy and technology absorption as required
under Section 134(3)(m) of the Act read with
Rule 8(3) of the Companies (Accounts) Rules,
2014 are not material to the Company''s
operations, having regard to the nature of its
business. Nevertheless, the Company continues
to undertake measures aimed at conserving
energy and improving operational efficiency,
including the use of energy-efficient lighting
systems and adoption of other environmentally
responsible practices, wherever feasible.

During the year under review, the Company’s
(i) earnings of foreign exchange were USD
5,97,741 and AED 5,02,000 and (ii) expenditure
of foreign exchange (excluding investments)
was USD 1,766, EURO 38,946 and AED 1622.

LISTING & LISTING FEES

The equity shares of the Company continue to
be listed on the BSE Limited and the National
Stock Exchange of India Limited (NSE). The
Company has paid the annual listing fees for
the financial year 2026-27 to both the Stock
Exchanges within the prescribed timelines.

GENERAL DISCLOSURES

Your directors’ state that during the year
under review:

a) The requirements relating to the Business
Responsibility and Sustainability Report
(“BRSR”) under Regulation 34(2)(f) of
the SEBI Listing Regulations were not
applicable to the Company.

b) The Company did not issue any equity
shares with differential rights as to
dividend, voting or otherwise.

c) Except for the allotment of 10,77,500
equity shares pursuant to the exercise of
stock options under the Employee Stock
Option Scheme, 2018 (ESOS 2018), the
Company did not issue any sweat equity
shares or equity shares under any other
employee benefit scheme during the
financial year.

d) The Company did not undertake any
buyback of its equity shares during the
financial year under review.

e) The Managing Director of the Company
did not receive any remuneration or
commission from any of the Company''s
subsidiaries. The whole-time director
did not receive any remuneration
or commission from the Company
but received remuneration from
subsidiary companies in his capacity as
executive director.

f) During the financial year under review,
no fraud was reported by the Statutory
Auditors under Section 143(12) of the
Act read with the Companies (Audit and
Auditors) Rules, 2014.

g) No significant or material orders were
passed by any regulator, court or tribunal
during the financial year which would
impact the going concern status of
the Company or materially affect its
future operations.

ACKNOWLEDGEMENTS

Your directors place on records their sincere
appreciation for the dedication, commitment
and valuable contributions of the employees
at all levels, whose continued efforts have been
instrumental in the Company''s performance
during the year.

The Board also expresses its gratitude to the
Company''s Members, clients, bankers, business
associates, regulators, stock exchanges and
other stakeholders for their continued trust,
confidence and support. The Directors look
forward to their continued cooperation and
partnership in the years ahead.

For and on behalf of the Board of Directors

N. Jayakumar Akshay Gupta

Mumbai Managing Director and Group CEO Whole-time Director

May 29, 2026 (DIN: 00046048) (DIN: 01272080)

The Board of Directors are pleased to present the Company’s 42^nd Annual Report on the business and operations along with the Audited Financial Statements for the Financial Year ended March

31, 2025.

Overview of Company’s Financial & Operational Performance

Consolidated Revenues for the Year ended March 31, 2025 was H8,940 lakhs as compared to H6,664 lakhs in the previous financial year. Consolidated Profit after Tax including Other Comprehensive Income for the Year ended March 31, 2025 was H5,068 lakhs as compared to H2,921 lakhs during the previous financial year.

Standalone Revenues was for the Year ended March 31, 2025 was H5,647 lakhs as compared to H3,365 lakhs in the previous financial year. Standalone Profit after Tax including Comprehensive Income for the Year ended

March 31, 2025 was H4,465 lakhs compared to H1,925 lakhs during the previous financial year.

Financial statements are prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 and other applicable provisions of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, as amended from time to time.

The operations in the year remained transformative with emphasis on annuity type of income producing a favourable impact. Wealth and asset management business have commenced through the subsidiary company. Investments in start-up and early-

Management Discussion and Analysis Report

Pursuant to the provisions of the Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report giving a detailed account of the operations and the state of affairs of the Company is annexed as Annexure “1” to this Report.

Directors and Key Managerial Personnel

During the year, there were no changes in the Directors and Key Managerial Personnels.

The Company has received declaration under Section 149(7) of the Companies Act, 2013 from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations and that their names have been included in the Databank of Independent Directors as prescribed under the Companies Act, 2013. In the opinion of the Board, the Independent Directors of the Company possess necessary expertise, integrity and experience.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sujit Kumar Varma, Non-Executive and Non-Independent Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. An appropriate resolution for re-appointment of Mr. Sujit Kumar Varma, who retires by rotation, is being placed before you for your approval at the ensuing Annual General Meeting. The information on the particulars of Director seeking appointment / re-appointment, as required under SEBI Listing Regulations, is given in the Notice of the Annual General Meeting, forming part of this Annual Report. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

Mr. N. Jayakumar, Managing Director and Group CEO, Mr. Akshay Gupta, Whole-time Director, Mr. Arun Shah, Chief Financial Officer and Mr. Ajay Shah, Company Secretary were the key managerial personnel of the Company as on date of this report.

Number of Meetings of the Board & its Committees

During the year under review, Seven Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance, which forms a part of the Annual Report.

The Board of Directors constituted Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders’ Relationship Committee and Risk Management Committee, in compliance with the requirements of the relevant provisions of applicable laws and regulations. The details with respect to the composition, terms of reference, number of meetings held, etc. of these Committees are included in the Report on Corporate Governance, which forms a part of the Annual Report.

The intervening gap between the Board and Committee Meetings were within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations. The Company has complied with the applicable Secretarial Standards 1 (SS-1) on Board Meetings, issued by the Institute of Company Secretaries of India.

Board Evaluation

Annual performance evaluation of the Board of Directors, its committees and all the Directors individually were done in accordance with the performance evaluation framework adopted by the Company and a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The

performance evaluation framework sets out the performance parameters as well as the process of the performance evaluation. Pursuant to the provisions of the Companies Act, 2013, a separate Meeting of Independent Directors was held during the year to review (i) performance of the Non-Independent Directors and the Board of Directors as a whole (ii) performance of the Board Committees (iii) performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors (iv) assess the quality, quantity and timeliness of flow of information between the Management and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform its duties. The Board of Directors expressed satisfaction with the evaluation process.

Policy on Directors’ Appointment, Remuneration, etc

The Remuneration Policy of the Company for appointment and remuneration of the Directors, Key Managerial Personnels and other employees of the Company along with other related matters have been explained in the Corporate Governance Report forming part of this Annual Report. Depending on the need to appoint / re-appoint Director, the Nomination and Remuneration Committee (NRC Committee) of the Company determines the criteria based on the specific requirements. NRC Committee, while recommending candidature to the Board, takes into consideration the qualification, attributes, experience and independence of the candidate.

Corporate Governance and Code of Conduct

Pursuant to Regulation 34(3) read with Schedule V(C) of the SEBI Listing Regulations, a separate report on Corporate Governance practices followed by the Company together with the Certificate required under Schedule V(E) of the SEBI Listing Regulations from M/s. Pramod Shah & Associates, Practicing Company Secretaries, confirming compliance by the Company of the conditions of Corporate

Governance is annexed as Annexure “2” to this Report.

Certificate of Non-Disqualification of Directors, pursuant to Regulation 34(3) and Schedule V(C), Clause (10)(i) of SEBI Listing Regulations, 2015, from M/s. Pramod S. Shah and Associates, Practicing Company Secretaries, forms part of the Report on Corporate Governance.

Pursuant to the provisions of Regulation 17(5)(a) of the SEBI Listing Regulations, your Company has also laid down a Code of Conduct for its Board Members and Senior Management Personnel. All the Directors and the Senior Management Personnel have affirmed compliance with the said Code of Conduct. A declaration by the Managing Director and Group CEO confirming the compliance by Board Members and Senior Management Personnel with the Code of Conduct for the year ended March 31, 2025, forms a part of the Report on Corporate Governance.

Consolidated Financial Statement

The Audited Consolidated Financial Statements was prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 and other applicable provisions of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, as applicable and shows the financial information of the Company and its Subsidiaries as a single entity, after elimination of minority interest, if any. As required under provisions of the Companies Act, 2013, as applicable, the Audited Consolidated Financial Statements of the Company and all its Subsidiaries together with Auditor’s Report thereon forms a part of this Annual Report.

Consolidated Revenues for the Year were H8,940 lakhs compared to H6,664 lakhs in the previous year, which comprises Investment Banking and Advisory Fees of H4,824 lakhs, Corporate Advisory Fees of H3,156 lakhs, Gain on Sale of Investment of H210 lakhs, Income from Dividend, Interest and Other Income of H407 lakhs, Net Gain on Fair Value Changes

Dividend, Interest and Other Income of H214 lakhs and Gain on Sale of Investment of H33 lakhs. During the year, PRAL earned Net Profit after Tax including Comprehensive Income of H788 lakhs as compared to H996 lakhs in the previous year.

During the year under review, the Company acquired 60% equity stake in Prime Global Asset Management Pte. Ltd., a Singapore based Company (“PGAM”). The remaining shareholding of PGAM is held equally by Mr. Anil Ahuja and Mr. Ajay Abrol, both Singapore residents, who also act as Directors and operating team of PGAM. PGAM intends to undertake the fund management business and offer its services to global institutional investors and family offices, for which necessary application have been made to the appropriate authority in Singapore for registration as fund management entity. PRAL will invest, in one or more tranches, about H200 lakhs (equivalent to SGD 3,20,000), to acquire or maintain 60% stake in PGAM.

During the year under review, the Board of Directors of PRAL approved the set-up of Prime Litmus Investment Management Limited (“PLIML”), to act as an Investment Manager to the proposed Alternative Investment Fund (“AIF”). PRAL holds 75% stake (including its 5 nominees) in PLIML and the balance 25% is held by Litmus Global Advisors LLP. PRAL would invest, in one or more tranches, upto H150 lakhs to subscribe to 75% stake in PLIML. PLIML was incorporated on March 24, 2025 and did not carry out any activities during the financial year under review. The Board of Directors of PRAL has also approved settingup of a Limited Liability Partnership, to act as a Sponsor to the AIF. PRAL will become a Designated Partner in the proposed LLP by subscribing an amount upto H500 lakhs of the total contribution and rest of the contribution will be made by Litmus Global Advisors LLP.

The Board of Directors of PRAL has recommend a dividend of H7.40/- per equity share of face value of H10/- each for the financial year 2024-25, subject to the approval of the members at the ensuing annual general

meeting. In the previous year, the Company had declared dividend of H7.40/- per equity share.

Prime Trigen Wealth Limited

Prime Trigen Wealth Limited (“PTWL”) (formerly Prime Funds Management Limited) was incorporated in 2018 as a 100% subsidiary of the Company, to carry on Portfolio Management and setting up Alternative Investments Funds. During the year, PTWL commenced its wealth and asset management business. The business will cater to family offices, Ultra HNIs and HNIs, offering personalized services by wealth managers and will offer instruments across all asset classes viz. mutual funds, AIFs, portfolio management services, debenture, direct equity, etc. PTWL, through its network of customers, substantially enhances its capability to execute mandates. This will also create a pipeline for investment banking business of the group companies through the corporate advisory services to the operating businesses of the wealth management customers. The Board of Directors of the Company has approved the investment of upto H1,000 lakhs to subscribe to the capital of PTWL during the year to support the growth of the wealth management business.

Prime Advisory Partners Limited, United Kingdom

During the year under review, the Board of Directors has approved the set-up of subsidiary in United Kingdom, Prime Advisory Partners Limited and investment, in one or more tranches of upto GBP 25,000 (equivalent to upto H25 lakhs), to acquire upto 99.90% equity stake. Prime Advisory Partners Limited will provide purely corporate advisory services to its clients and no additional licenses would be required to operate in the UK or the broader EU market.

PRAL Management Consultancies LLC, Dubai

During the year under review, the Board of Directors has approved the set-up of subsidiary in Dubai, PRAL Management Consultancies LLC, and investment, in one or more tranches, upto AED 2,20,000 (equivalent to upto H50

lakhs) to subscribe to 100% equity stake. PRAL Management Consultancies LLC will tap into the GCC market, through an onground presence and thus would help expand the distribution network and build investor relationships. This would empower the gradual expansion and diversification of income streams across Investment Banking, Wealth and Asset Management.

Ark Neo Financial Services Private Limited

During the year under review, the Board of Directors of the Company approved (i) the acquisition, in one or more tranches, 41.68% equity stake in Ark Neo Financial Services Private Limited from the Promoter, by investing a sum not exceeding H200 lakhs; and (ii) subscription to Zero Coupon Optionally Convertible Debentures (OCD) of Ark Neo Financial Services Private Limited, in one or more tranches, as per business requirements, for an amount upto H500 lakhs. OCDs can be converted into Equity Shares within 24 months from the date of allotment of OCDs, failing which the same will be redeemed at the end of 24 months. Ark Neo Financial Services Private Limited is a technology platform (“known as Dhanlap”) for Loans against MFs and Loans against shares / other capital market instruments facilities.

Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is uploaded on the website of the Company (www.primesec.com).

Related Party Contracts & Arrangements

In accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions and a copy of the same is available on the website of the Company (www.primesec.com). The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties and also deals with material related party transactions.

All related party transactions are placed before the Audit Committee for necessary review and approval. Prior omnibus approval of the Audit Committee is obtained for transactions with related parties, which are repetitive in nature and / or are entered into in the ordinary course of business and are on an arm’s length basis. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company except remuneration and sitting fees.

All transactions entered into by the Company with the related parties during the financial year were in ordinary course of business and are on an arm’s length basis. Disclosure pursuant to the Accounting Standards on related party transaction has been made in the notes to the Audited Financial Statements. No material related party transactions were entered into during the year by the Company and accordingly, the disclosure of contracts or arrangements with related parties in accordance with the provisions of Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable

Deposits

Your Company did not accept any Fixed Deposits under Chapter V of Companies Act, 2013, during this financial year and no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2025. The Company had no Deposit which was not in compliance with the provisions of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors made the following statements in terms of Section 134(3) (c) and 134(5) of the Companies Act, 2013 that:

a) In the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable Accounting Standards read with the requirements set out under Schedule III to the Companies Act, 2013,

have been followed and there are no material departures from the same.

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025, and of the profits of the Company for the year ended on that date.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted Corporate Social Responsibility (“CSR”) Committee. The present Members of the Committee are (i) Mr. Ashok Kacker, Non-Executive and Independent Director (ii) Ms. Smeeta Bhatkal, Non-Executive and Independent Director and (iii) Mr. Sujit Kumar Karma, Non-Executive and Non-Independent Director. The Company has also formulated CSR Policy and the same is available on the website of the Company (www.primesec.com). Detailed report on CSR activities as required under the Companies Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure “3” to this Report.

Particulars of loans given, investments made, guarantees given and securities provided

Particulars of Loans, Guarantees and Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Audited Financial Statements forming part of this Annual Report.

Vigil Mechanism / Whistle Blower Policy

The Company established a Vigil Mechanism / Whistle Blower Policy for Directors and Employees to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct, which provides for adequate safeguards against victimisation of persons who avail of such a mechanism. A copy of the Whistle Blower Policy is available on the website of the Company (www.primesec.com).

Auditors and Auditors’ Report

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Sharp & Tannan Associates, (Firm Registration No. 109983W) Chartered Accountants, were appointed as Independent Auditors of the Company for a term of 5 years, to hold office from the conclusion of 41^st Annual General Meeting held on June 27, 2024 until the conclusion of 46^th Annual General Meeting.

The Report issued by the Statutory Auditor on the Audited Financial Statements of the Company for Financial Year 2024-25 forms part of this Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors had appointed M/s. Pramod Shah & Associates, Company Secretaries (C.P. No. 3804), to undertake the Secretarial Audit for the year ended March 31, 2025. The Secretarial Report

given by the Secretarial Auditor is annexed as Annexure “4” to this Report. Your directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been duly complied with.

Pursuant to provisions of Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Personnel) Rules, 2014 and SEBI Listing Regulations, the Board of Directors has, subject to approval by the Members of the Company at the 42^nd General Meeting, approved the appointment of M/s. Pramod Shah & Associates, (C.P. No. 3804) Company Secretaries, as Secretarial Auditor of the Company for a term of consecutive 5 years from April 1, 2025 to March 31, 2030.

Material changes and

commitments, if any, affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report

Except as disclosed elsewhere in this Report, no material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this Financial Statements relate and the date of this Report.

Employees

The disclosures with respect to the remuneration of Directors and Employees as required under Section 197(12) of the Companies Act, 2013 and the Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure “5” to this Report.

The information on Employee particulars as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) is annexed as Annexure “6” to this Report. In terms of Section 136 of the Companies Act, 2013, the Report and Financial Statements are being sent to the Members

and others entitled thereto, excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

None of the Employee of the Company is a Relative of any Director of the Company.

Employee Stock Option Schemes

The Company implemented Employee Stock Option Scheme viz Employee Stock Option Scheme 2018 (ESOS 2018). The Nomination and Remuneration Committee of the Board of Directors has granted, to eligible Employees / Directors of the Company and Subsidiary Companies pursuant to ESOS 2018 and 10,77,500 Options are outstanding as of March 31, 2025.

The disclosures in accordance with the provisions of the Section 62(1)(b) of Companies Act, 2013 read with the Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 (as amended from time to time) and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 are set out as Annexure “7” to this Report. The shares arising out of exercise of the Options will be allotted in the name of the respective Employees and accordingly, the provisions relating to disclosure of voting rights not exercised directly by the employees are not applicable.

Disclosure as per the sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013

The Company adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. As required under law, an Internal Complaints Committee was constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace. During the year under review, no complaint of sexual harassment was received and there was no complaint of sexual harassment pending as at the date of this report.

no other Equity Shares (including Sweat Equity Shares) were allotted.

d) The Company did not resort to any buyback of Equity Shares during the Year under review. The Board of Directors, at their Meeting held on January 27, 2025, had proposed a Buyback of upto 6 lakhs Equity Shares of the Company at a maximum price of H305/- per Equity Share, for the total consideration of H1,830 lakhs. Since the proposed Buyback was exceeding 10% of the paid-up equity share capital and free reserves, the approval of the Members of the Company was sought by way of a special resolution at an Extraordinary General Meeting held on March 21, 2025. The said special resolution was not passed as the requisite majority was not achieved.

e) Managing Director of the Company did not receive any Remuneration or Commission from any of its Subsidiaries.

f) There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

g) No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the Going Concern status and Company’s operations in future.

Acknowledgements

The Board wishes to place on record its sincere appreciation for the hard work put in by the Company’s employees at all levels in this difficult environment. The Board of Directors also wish to thank the Company’s members, bankers and business associates for their unstinted support during the year

The Board of Directors are pleased to present the Company’s 41^st Annual Report on the business and operations along with the Audited Financial Statements for the Financial Year ended March

31, 2024.

Financial Performance

Overview of Company’s financial & operational performance

Consolidated Revenues for the Year ended March 31, 2024 was H6,664 lakhs as compared to H4,684 lakhs in the previous financial year. Consolidated Profit after Tax including Other Comprehensive Income for the Year ended March 31, 2024 was H2,921 lakhs as compared to H1,850 lakhs during the previous financial year.

Standalone Revenues was for the Year ended March 31, 2024 was H3,365 lakhs as compared to H2,873 lakhs in the previous financial year. Standalone Profit after Tax including Comprehensive Income for the Year ended March 31, 2024 was H1,925 lakhs compared to H1,514 lakhs during the previous financial year.

Financial statements are prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS)

in terms of the object clause, as amended by the subsequent resolution of members, and the remaining funds have been invested in the fixed deposits till deployment of funds for the purpose for which the funds were raised.

Management Discussion and Analysis Report

Pursuant to the provisions of the Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report giving a detailed account of the operations and the state of affairs of the Company is annexed as Annexure “1” to this Report.

Directors and KeyManagerial Personnel

The Members of the Company, at their 40^th Annual General Meeting held on June 13, 2023, appointed Mr. Mayank Malik (DIN: 10178490) and Ms. Smeeta Harsha Bhatkal (DIN: 07363916) as Non-Executive and Independent Directors of the Company for a term of 5 years, pursuant to the notice received under Section 160 of the Companies Act, 2013. Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors on August 8, 2023, approved the change in designation of Mr. Ashok Kacker (DIN: 01647408) from Non-Executive and Non-Independent Director to Non-Executive and Independent Director, for a term of Five Years from the date of original appointment, i.e. September 27, 2022.

The second term of Mr. Pradip Dubhashi, Chairperson, as Non-Executive and Independent Director completed on June 13, 2023. The first term of Ms. Namrata Kaul, as Non-Executive and Independent Director, completed on February 13, 2024, and she expressed her desire to not seek an appointment for the second term. Ms. Smita Affinwalla, NonExecutive and Independent Director, resigned w.e.f. June 19, 2023, due to the personal reasons. The Directors place on record their deep appreciation for the services rendered by Mr. Pradip Dubhashi, Ms. Namrata Kaul and Ms. Smita Affinwalla during their tenure as Non-Executive and Independent Directors.

The Company has received declaration under Section 149(7) of the Companies Act, 2013

from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations and that their names have been included in the Databank of Independent Directors as prescribed under the Companies Act, 2013. In the opinion of the Board, the Independent Directors of the Company possess necessary expertise, integrity and experience.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sujit Kumar Varma, Non-Executive and Non-Independent Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. An appropriate resolution for re-appointment of Mr. Sujit Kumar Varma, who retires by rotation, is being placed before you for your approval at the ensuing Annual General Meeting. The information on the particulars of Director seeking appointment / re-appointment, as required under SEBI Listing Regulations, is given in the Notice of the Annual General Meeting, forming part of this Annual Report. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

Mr. N. Jayakumar, Managing Director and Group CEO, Mr. Akshay Gupta, Whole-time Director, Mr. Arun Shah, Chief Financial Officer and Mr. Ajay Shah, Company Secretary were the key managerial personnel of the Company as on date of this report.

Number of meetings of the Board & its Committees

During the year under review, Nine Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance, which forms a part of the Annual Report.

The Board of Directors constituted Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders’ Relationship Committee and Risk Management Committee, in compliance with the requirements of the relevant provisions of applicable laws and

regulations. The details with respect to the composition, terms of reference, number of meetings held, etc. of these Committees are included in the Report on Corporate Governance, which forms a part of the Annual Report.

The intervening gap between the Board and Committee Meetings were within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations. The Company has complied with the applicable Secretarial Standards 1 (SS-1) on Board Meetings, issued by the Institute of Company Secretaries of India.

Board Evaluation

Annual performance evaluation of the Board of Directors, its committees and all the Directors individually were done in accordance with the performance evaluation framework adopted by the Company and a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation framework sets out the performance parameters as well as the process of the performance evaluation. Pursuant to the provisions of the Companies Act, 2013, a separate Meeting of Independent Directors was held during the year to review (i) performance of the Non-Independent Directors and the Board of Directors as a whole (ii) performance of the Board Committees (iii) performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors (iv) assess the quality, quantity and timeliness of flow of information between the Management and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform its duties. The Board of Directors expressed satisfaction with the evaluation process.

Policy on Directors’ appointment, remuneration, etc

The Remuneration Policy of the Company for appointment and remuneration of the Directors, Key Managerial Personnels and other employees of the Company along with other related matters have been explained in the Corporate Governance Report forming part of

this Annual Report. Depending on the need to appoint / re-appoint Director, the Nomination and Remuneration Committee (NRC Committee) of the Company determines the criteria based on the specific requirements. NRC Committee, while recommending candidature to the Board, takes into consideration the qualification, attributes, experience and independence of the candidate.

Corporate Governance and Code of Conduct

Pursuant to Regulation 34(3) read with Schedule V(C) of the SEBI Listing Regulations, a separate report on Corporate Governance practices followed by the Company together with the Certificate required under Schedule V(E) of the SEBI Listing Regulations from M/s. Pramod Shah & Associates, Practicing Company Secretaries, confirming compliance by the Company of the conditions of Corporate Governance is annexed as Annexure “2” to this Report.

Certificate of Non-Disqualification of Directors, pursuant to Regulation 34(3) and Schedule V(C) clause (10)(i) of SEBI Listing Regulations, 2015, from M/s. Pramod S. Shah and Associates, Practicing Company Secretaries, forms part of the Report on Corporate Governance.

Pursuant to the provisions of Regulation 17(5)(a) of the SEBI Listing Regulations, your Company has also laid down a Code of Conduct for its Board Members and Senior Management Personnel. All the Directors and the Senior Management Personnel have affirmed compliance with the said Code of Conduct. A declaration by the Managing Director and Group CEO confirming the compliance by Board Members and Senior Management Personnel with the Code of Conduct for the year ended March 31, 2024, forms a part of the Report on Corporate Governance.

Consolidated Financial Statement

The Audited Consolidated Financial Statements was prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 and other applicable provisions of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, as applicable and shows the financial information

of the Company and its Subsidiaries as a single entity, after elimination of minority interest, if any. As required under provisions of the Companies Act, 2013, as applicable, the Audited Consolidated Financial Statements of the Company and all its Subsidiaries together with Auditor’s Report thereon forms a part of this Annual Report.

Consolidated Revenues for the Year were H6,664 lakhs compared to H4,684 lakhs in the previous year, which comprises Investment Banking and Advisory Fees of H3,090 lakhs, Corporate Advisory Fees of H3,056 lakhs, Gain on Sale of Investment of H21 lakhs, Income from Dividend, Interest and Other Income of H462 lakhs, Net Gain on Fair Value Changes H35 lakhs. Consolidated Net Profit after Tax including Comprehensive Income for the Year under review was H2,921 lakhs as compared to H1,850 lakhs in the previous year.

Subsidiary Companies / Joint Ventures

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Audited Financial Statements of the Subsidiaries / Associate Companies for the year ended March 31, 2024, is given in Form AOC-1 as an annexure to the Consolidated Financial Statements of the Company forming part of this Annual Report.

The policy for Determining Material Subsidiaries has been placed on the website of the Company (www.primesec.com). Separate Audited Financial Statements of each of the Subsidiaries are available on the website of the Company (www.primesec.com) and the same will also be made available to the Members seeking such information at any point of time.

The summary of the state of affairs and performance of the subsidiaries is given below:

Prime Research and Advisory Limited

Prime Research and Advisory Limited (“PRAL”) operates in the segment of financial services business comprising value-added intermediation services in wealth management and investment advisory, assisting banks and institutional investors in risk assessment, portfolio analysis and portfolio rebalancing

through execution of specific strategies. PRAL’s target clients include corporate treasuries, fund management companies and family offices among others. PRAL through its network of investors substantially enhances our capability to execute mandates. During the year under review, the Board of Directors of PRAL approved an acquisition of 60% equity stake in Prime Global Asset Management Pte. Ltd., a Singapore based Company (“PGAM”). PGAM will undertake the fund management business and offer its services to global institutional investors and family offices. The remaining shareholding of PGAM will be held equally by Mr. Anil Ahuja and Mr. Ajay Abrol, both Singapore residents, who will also act as Directors and operating team of PGAM. The acquisition is subject to execution of definitive documentation, regulatory / statutory approvals as may be required under applicable laws.

During the year under review, PRAL earned revenues of H3,334 lakhs as compared to H1,820 lakhs in the previous year. This includes Advisory Fees of H3,056 lakhs, Income from Dividend, Interest and Other Income of H242 lakhs, Net Gain on Fair Value Changes of H23 lakhs and Gain on Sale of Investment of H13 lakhs. During the year, PRAL earned Net Profit after Tax including Comprehensive Income of H996 lakhs as compared to H336 lakhs in the previous year.

PRAL has declared its maiden dividend of H100 lakhs for the FY 2023-24.

Prime Funds Management Limited

Prime Funds Management Limited (“PFML”) was incorporated in 2018 as a 100% subsidiary of the Company to carry on Portfolio Management and setting up Alternative Investments Funds. PFML is yet to commence business.

The Company has not entered into any joint ventures.

Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is uploaded on the website of the Company (www.primesec.com).

Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors made the following statements in terms of Section 134(3) (c) and 134(5) of the Companies Act, 2013 that:

a) In the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable Accounting Standards read with the requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same.

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024, and of the profits of the Company for the year ended on that date.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted Corporate Social Responsibility (“CSR”) Committee. The present Members of the Committee are (i) Mr. Ashok Kacker, Non-Executive and Independent Director (ii) Ms. Smeeta Bhatkal, Non-Executive and Independent Director and

(iii) Mr. Sujit Kumar Karma, Non-Executive and Non-Independent Director. The Company has also formulated CSR Policy and the same is available on the website of the Company (www.primesec.com). Detailed report on CSR activities as required under the Companies Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure “3” to this Report.

Particulars of loans given, investments made, guarantees given and securities provided

Particulars of Loans, Guarantees and Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Audited Financial Statements forming part of this Annual Report.

Vigil Mechanism / Whistle Blower Policy

The Company established a Vigil Mechanism / Whistle Blower Policy for Directors and Employees to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct, which provides for adequate safeguards against victimisation of persons who avail of such a mechanism. A copy of the Whistle Blower Policy is available on the website of the Company (www.primesec.com).

Auditors and Auditors’ Report

M/s. Sharp & Tannan Associates, (Firm Registration No. 109983W) Chartered Accountants, have been appointed as Independent Auditors, for a term of Five years, commencing from the Financial Year 2014-25, in place of M/s. Walker Chandiok & Co. LLP, (Firm Registration No. 001076N/N500013) Chartered Accountants, whose term expires at the ensuing Annual General Meeting. A certificate from them has been received, to the effect that their appointment as Independent Auditors of the Company is in accordance with the applicable provisions of Section 139 and 141 of the Companies Act, 2013 and rules framed thereunder, as amended from time to time.

The Report issued by the Statutory Auditor on the Audited Financial Statements of the

Company for Financial Year 2023-24 forms part of this Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors has appointed M/s. Pramod Shah & Associates, Company Secretaries (C.P. No. 3804), to undertake the Secretarial Audit for the year ended March 31, 2024. The Secretarial Report given by the Secretarial Auditor is annexed as Annexure “4” to this Report. Your directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been duly complied with.

Material changes and commitments, if any, affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report

Except as disclosed elsewhere in this Report, no material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this Financial Statements relate and the date of this Report.

Employees

The disclosures with respect to the remuneration of Directors and Employees as required under Section 197(12) of the Companies Act, 2013 and the Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure “5” to this Report.

The information on Employee particulars as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) is annexed as Annexure “6” to this Report. In terms of Section 136 of the Companies Act, 2013, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the aforesaid

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

In view of nature of business activities of the Company, the particulars regarding conservation of energy and technology absorption, as prescribed under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not given. However, the Company has taken various measures for conservation of energy, like switching from conventional lighting systems to LED lights, etc.

During the year under review, the Company’s earnings of foreign exchange of USD 32,580 and expenditure of foreign exchange were USD

10,950.

Listing & Listing Fees

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited and the Listing Fees for the year 2024-25 have been duly paid.

General Disclosures

Your Directors’ state that during the year under review:

a) The Business Responsibility Reporting as required pursuant to the provisions of Regulation 34(2) of the SEBI Listing Regulations is not applicable to your Company.

b) No Equity Shares with Differential Rights, as to Dividend, Voting or otherwise, were issued.

c) Except the allotment of Equity Shares to employees of the Company pursuant to exercise of Option granted under the Employee Stock Option Scheme 2018, no other Equity Shares (including Sweat Equity Shares) were allotted.

d) The Company did not resort to any buyback of Equity Shares during the Year under review.

e) Managing Director of the Company did not receive any Remuneration or Commission from any of its Subsidiaries.

f) There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

g) No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the Going Concern status and Company’s operations in future.

Acknowledgements

The Board wishes to place on record its sincere appreciation for the hard work put in by the Company’s employees at all levels in this difficult environment. The Board of Directors also wish to thank the Company’s members, bankers and business associates for their unstinted support during the year.

The Board of Directors are pleased to present the Company''s 40th Annual Report on the business and operations along with the Audited Financial Statements for the Financial Year ended March 31, 2023.

OVERVIEW OF COMPANY''S FINANCIAL & OPERATIONAL PERFORMANCE

Consolidated income was R 4,684 lakhs for the Year ended March 31, 2023 compared to R 4,571 lakhs in the previous financial year. Consolidated Profit after Tax including Comprehensive Income for the Year ended March 31, 2023 was R 1,850 lakhs as compared to R 2,389 lakhs during the previous financial year.

Standalone income was R 2,873 lakhs for the Year ended March 31, 2023 compared to R 3,413 lakhs in the previous financial year. Standalone Profit after Tax including Comprehensive Income for the Year ended March 31, 2023 was R 1,514 lakhs compared to R 2,119 lakhs during the previous financial year.

In light of global slowdown, significant tightening of global liquidity and low volumes in capital market, we have recorded healthy revenues and profits. Our diversified advisory services across both debt capital and equity capital enabled us to tide through the funding winter seen by start-up segment. We saw a significant addition to our cash balances, driven by repeat and referral business that signified customer satisfaction. We added a

Rules, 2015 (Ind-AS) notified under Section 133 and other applicable provisions of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, as amended from time to time.

ACQUISTION OF ARTIFICIAL INTELLIGENCE / MACHINE LEARNING-BASED TECHNOLOGY COMPANY IN UNITED KINFDOM

Pursuant to the authority granted by the Board of Directors on April 13, 2023, the Company entered into an agreement with Bridgeweave Limited ("Bridgeweave"), a UK based an Artificial Intelligence / Machine Learning-based technology company, that has developed a suite of financial products for retail investors. The agreement envisages the acquisition of a majority / 100% ownership in Bridgeweave in a two-step process:

a) Acquisition of an 8% Equity stake in Bridgeweave, at a pre-money valuation of R 115 Cr, through a primary infusion of INR 10 Cr in two tranches of R 5 Cr each, over a period of 90 days from the date of agreement.

b) The Company will seek to acquire the balance 92% Equity stake in Bridgeweave, at a floor valuation of R 125 Cr (including R10 Cr infused by the Company), through a stock swap, post execution of definitive documentation over the 90 days from the date of agreement. The Company will issue Equity Shares to Members of Bridgeweave UK for the balance 92% Equity stake at a floor valuation of R 130/- per Equity Share.

The acquisition is subject to execution of definitive documentation, regulatory / statutory approvals as may be required under applicable laws, including the approval of Members of the Company for issuance of Equity Shares.

DIVIDEND AND RESERVES

The Board of Directors recommend a dividend of R 0.50 per Equity Share of face value of R 5/- each for the Financial Year 2022-23, subject to the approval of the Members at the 40th Annual General Meeting. In the previous year, the Company had declared dividend of R 2.25 per Equity Share.

During the year under review, no amount from the Profit was transferred to Reserves.

149(7) of the Companies Act, 2013, from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations and that their names have been included in the Databank of Independent Directors as prescribed under the Companies Act, 2013. In the opinion of the Board, the Independent Directors of the Company possess necessary expertise, integrity and experience.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sujit Kumar Varma, Non-Executive & Non-Independent Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Appropriate resolution for re-appointment of Mr. Sujit Kumar Varma, who retires by rotation, is being placed before you for your approval at the ensuing Annual General Meeting. The information on the particulars of Director seeking appointment / re-appointment, as required under SEBI Listing Regulations, is given in the Notice of the Annual General Meeting, forming part of this Annual Report. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Mr. Arun Shah as a Chief Financial Officer of the Company with effect from March 22, 2023, to fill up the vacancy caused by the untimely demise of erstwhile Chief Financial Officer, Mr. S. R. Sharma on September 23, 2022.

Mr. N. Jayakumar, Managing Director and Group CEO, Mr. Akshay Gupta, Whole-time Director, Mr. Arun Shah, Chief Financial Officer and Mr. Ajay Shah, Company Secretary were the key managerial personnel of the Company as on date of this report.

NUMBER OF MEETINGS OF THE BOARD & ITS COMMITTEES

During the year under review, Six Board meetings were convened and held, the details of which are given in the Report on Corporate Governance, which forms a part of the Annual Report.

The Board of Directors constituted Audit

Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'' Relationship Committee and Risk Management Committee, established in compliance with the requirements of the relevant provisions of applicable laws and regulations. The details with respect to the composition, terms of reference, number of meetings held, etc. of these Committees are included in the Report on Corporate Governance, which forms a part of the Annual Report.

The intervening gap between the Board and Committee Meetings were within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations. The Company has complied with the applicable Secretarial Standards 1 (SS-1) on Board Meetings, issued by the Institute of Company Secretaries of India.

BOARD EVALUATION

Annual performance evaluation of the Board of Directors, its committees and all the Directors individually were done in accordance with the performance evaluation framework adopted by the Company and a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation framework sets out the performance parameters as well as the process of the performance evaluation. Pursuant to the provisions of the Companies Act, 2013, a separate Meeting of Independent Directors was held during the year to review (i) performance of the Non-Independent Directors and the Board of Directors as a whole (ii) performance of the Board Committees (iii) performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors (iv) assess the quality, quantity and timeliness of flow of information between the Management and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform its duties. The Board of Directors expressed satisfaction with the evaluation process.

POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION, ETC

The Remuneration Policy of the Company

for appointment and remuneration of the Directors, Key Managerial Personnel and other employees of the Company along with other related matters have been explained in the Corporate Governance Report forming part of this Annual Report. Depending on the need to appoint / re-appoint Director, the Nomination and Remuneration Committee (NRC Committee) of the Company determines the criteria based on the specific requirements. NRC Committee, while recommending candidature to the Board, takes into consideration the qualification, attributes, experience and independence of the candidate.

CORPORATE GOVERNANCE AND CODE OF CONDUCT

Pursuant to Regulation 34(3) read with Schedule V(C) of the SEBI Listing Regulations, a separate report on Corporate Governance practices followed by the Company together with the Certificate required under Schedule V(E) of the SEBI Listing Regulations from M/s. Pramod S. Shah & Associates, Practicing Company Secretaries, confirming compliance by the Company of the conditions of Corporate Governance is annexed as Annexure "2” to this Report.

Certificate of Non-Disqualification of Directors, pursuant to Regulation 34(3) and Schedule V(C) clause (10)(i) of SEBI Listing Regulations, 2015, from M/s. Pramod S. Shah & Associates, Practicing Company Secretaries, forms part of the Report on Corporate Governance.

Pursuant to the provisions of Regulation 17(5)(a) of the SEBI Listing Regulations, your Company has also laid down a Code of Conduct for its Board Members and Senior Management Personnel. All the Directors and the Senior Management Personnel have affirmed compliance with the said Code of Conduct. A declaration by the Managing Director & Group CEO confirming the compliance by Board Members and Senior Management Personnel with the Code of Conduct for the year ended March 31, 2023 forms a part of the Report on Corporate Governance.

CONSOLIDATED FINANCIAL STATEMENT

The Audited Consolidated Financial Statements was prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 and other

applicable provisions of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, as applicable and shows the financial information of the Company and its Subsidiaries as a single entity, after elimination of minority interest, if any. As required under provisions of the Companies Act, 2013, as applicable, the Audited Consolidated Financial Statements of the Company and all its Subsidiaries together with Auditor''s Report thereon forms a part of this Annual Report.

Consolidated Revenues for the Year were R 4,684 lakhs compared to R 4,571 lakhs in the previous year, which comprises Investment Banking and Advisory Fees of R 2,404 lakhs, Restructuring Advisory Fees of R 1,650 lakhs, Gain on Sale of Investment of R 117 lakhs, Income from Dividend, Interest and Other Income of R 513 lakhs. Consolidated Net Profit after Tax including Comprehensive Income for the Year under review was R 1,850 lakhs as compared to R 2,389 lakhs in the previous year.

SUBSIDIARY COMPANIES / JOINT VENTURES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Audited Financial Statements of the Subsidiaries / Associate Companies for the year ended March 31, 2023 is given in Form AOC-1 as an annexure to the Consolidated Financial Statements of the Company forming part of this Annual Report.

The policy for Determining Material Subsidiaries has been placed on the website of the Company (www.primesec.com). Separate Audited Financial Statements of each of the Subsidiaries are available on the website of the Company (www. primesec.com) and the same will also be made available to the Members seeking such information at any point of time.

The summary of the state of affairs and performance of the subsidiaries is given below:

Prime Research & Advisory Limited

Prime Research & Advisory Limited (PRAL) operates in the segment of financial services business comprising value-added intermediation services in wealth management and investment advisory, assisting banks and institutional investors in risk assessment, portfolio analysis and

portfolio rebalancing through execution of specific strategies. PRAL''s target clients include corporate treasuries, fund management companies and family offices among others. PRAL through its network of investors substantially enhances our capability to execute mandates.

During the year under review, PRAL earned revenues of R 1,820 lakhs as compared to R 1,169 lakhs in the previous year. This includes Advisory Fees of R 1,650 lakhs, Income from Dividend, Interest & Other Income of R 157 lakhs and Gain on Sale of Investment of R 13 lakhs. During the year, PRAL earned Net Profit after Tax including Comprehensive Income of R 336 lakhs as compared to R 270 lakhs in the previous year.

Prime Funds Management Limited

Prime Funds Management Limited (PFML) was incorporated in 2018 as a 100% subsidiary of the Company to carry on Portfolio Management and setting up Alternative Investments Funds. PFML is yet to commence business.

The Company has not entered into any joint ventures.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is uploaded on the website of the Company (www.primesec.com).

RELATED PARTY CONTRACTS & ARRANGEMENTS

In accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions and a copy of the same is available on the website of the Company (www.primesec.com). The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties and also deals with material related party transactions.

All related party transactions are placed before the Audit Committee for necessary review and approval. Prior omnibus approval of the Audit Committee is obtained for transactions with related parties, which are repetitive in nature and / or are entered into in the ordinary course of business and are on an arm''s length basis. None of the Directors has any pecuniary relationships records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) They have prepared the annual accounts on a going concern basis.

(e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted Corporate Social Responsibility ("CSR”) Committee. The Members of the Committee are (i) Ms. Namrata Kaul, Independent Director (ii) Mr. Pradip Dubhashi, Independent Director and (iii) Mr. N. Jayakumar, Managing Director & Group CEO. The Company has also formulated CSR Policy and the same is available on the website of the Company (www.primesec.com). Detailed report on CSR activities as required under the Companies Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure "3” to this Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of Loans, Guarantees and Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Audited Financial Statements forming part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company established a Vigil Mechanism / Whistle Blower Policy for Directors and Employees to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct, which provides for adequate safeguards against victimisation of persons who avail of such a

mechanism. A copy of the Whistle Blower Policy is available on the website of the Company (www. primesec.com).

AUDITORS AND AUDITORS'' REPORT

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Walker Chandiok & Co. LLP, (Firm Registration No. 001076N/N500013) Chartered Accountants, were appointed as Statutory Auditors of the Company for a term of 5 years, to hold office from the conclusion of 36th Annual General Meeting held on September 27, 2019 until the conclusion of 41st Annual General Meeting.

The Report issued by the Statutory Auditor on the Audited Financial Statements of the Company for Financial Year 2022-23 forms part of this Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors has appointed M/s. Pramod Shah & Associates, Company Secretaries (C.P. No. 3804), to undertake the Secretarial Audit for the year ended March 31, 2023. The Secretarial Report given by the Secretarial Auditor is annexed as Annexure "4” to this Report. Your directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been duly complied with.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in this Report, no material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this Financial Statements relate and the date of this Report.

EMPLOYEES

The disclosures with respect to the remuneration

of Directors and Employees as required under Section 197(12) of the Companies Act, 2013 and the Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure "5” to this Report. The information on Employee particulars as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) is annexed as Annexure "6” to this Report. In terms of Section 136 of the Companies Act, 2013, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

None of the Employee of the Company is a Relative of any Director of the Company.

EMPLOYEE STOCK OPTION SCHEMES

The Company implemented Employee Stock Option Scheme viz Employee Stock Option Scheme 2018 (ESOS 2018). The Nomination and Remuneration Committee of the Board of Directors has granted, to eligible Employees / Directors of the Company and Subsidiary Companies pursuant to ESOS 2018 and 23,43,100 Options are outstanding as at March 31, 2023.

The disclosures in accordance with the provisions of the Section 62(1)(b) of Companies Act, 2013 read with the Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 (as amended from time to time) and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 are set out as Annexure "7” to this Report. The shares arising out of exercise of the Options will be allotted in the name of the respective Employees and accordingly, the provisions relating to disclosure of voting rights not exercised directly by the employees are not applicable.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. As required under law, an Internal Complaints Committee was constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace. During the year under review, no complaint of sexual harassment was received and there was no complaint of sexual harassment pending as at the date of this report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of nature of business activities of the Company, the particulars regarding conservation of energy and technology absorption, as prescribed under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not given. However, the Company has taken various measures for conservation of energy, like switching from conventional lighting systems to LED lights, etc.

During the year under review, the Company''s earnings of foreign exchange of USD 25,073 and expenditure of foreign exchange were USD 56,450.

LISTING & LISTING FEES

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited and the Listing Fees for the year 2023-24 have been duly paid.

GENERAL DISCLOSURES

Your Directors state that during the year under review:

(a) The Business Responsibility Reporting as required pursuant to the provisions of Regulation 34(2) of the SEBI Listing Regulations is not applicable to your Company.

(b) No Equity Shares with Differential Rights, as to Dividend, Voting or otherwise, were issued.

(c) Equity Shares (including Sweat Equity Shares) were allotted to employees of the Company under Employee Stock Option Scheme 2018.

(d) The Company did not resort to any buyback of Equity Shares during the Year under review.

(e) Managing Director of the Company did not

receive any Remuneration or Commission from any of its Subsidiaries.

(f) There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

(g) No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the Going Concern status and Company''s operations in future.

ACKNOWLEDGEMENTS

The Board wishes to place on record its sincere appreciation for the hard work put in by the Company''s employees at all levels in this difficult environment. The Board of Directors also wish to thank the Company''s members, bankers and business associates for their unstinted support during the year.

The Directors are pleased to present their 35th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the Financial Year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

The Company has prepared the financial statements for the financial year ended March 31, 2018 under Section 129, 133 and Schedule II to the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS), as amended. Figures for the financial year ended March 31, 2017 have been restated as per Ind-AS and therefore may not be comparable with financials for financial year ended March 31, 2017 approved by the Directors and disclosed in the financial statements of previous year.

BUSINESS REVIEW & PROSPECTS

As you will note from the results, the year gone by has been satisfying and has helped in creating a base for sustained growth in our activity in the coming months. The hallmark of our work has been innovation and focused execution. The mandates we have executed range from corporate restructuring, debt and equity issuances and strategic corporate advisory. Repeat business, referrals drive healthy deal flow and our teams have been busy! We will add to our team to increase capacity as per the demand of the business.

The temporary effects of demonetization have now faded and economic growth in the latest quarter is expected to top 7.7%. Growth is likely to be robust across sectors especially in agriculture and construction, which saw a negative rate of growth of 3.9% in the last quarter. This is clearly indicating that the lingering effects, if any were there, of demonetization and the roll out of GST are firmly in the rear-view mirror. Firms in key sectors, autos, cement, steel are reporting robust growth rates and this will trigger fresh investments. As the investment cycle begins its cyclical uptrend, deal flow will inevitably increase. We see this in the robust pipeline of deals.

This year’s southwest monsoon ended the June-September season with 5% lower than average rainfall and expectations of a slightly lower output of kharif, or summer-sown crops, after bouts of floods and dry weather in different parts of the country. Forecasts for the current year are positive and the onset of monsoon is expected to be on time! This augurs well for a continuation of robust agricultural growth and in maintaining the momentum we have seen in the growth of our rural economy. Increasingly agriculture plays a smaller role in the rural economy with other activities contributing more. Overall, this will lead to more stable and higher growth rates in rural demand with its accompanying knock on impact.

Benign crude oil prices have helped the Government manage the fiscal deficit. The recent increase in prices, though have dampened the mood a bit. Pump prices of gasoline and diesel have gone up, and despite criticism, remain on par with the rest of the world. This indicates that the Government has maintained the policy of pump pricing in line with global prices and has not succumbed to the reintroduction of any subsidy. The recent turmoil with the USA withdrawing from the Iran accord may reduce supply but the statements from Saudi Arabia and Russia committing to maintain supply augur well for the supply and pricing of this key energy input. Crude oil production from new sources like shall remain robust.

The global macro-economic environment has been stable though some storm clouds loom. Brexit and continuing political turmoil in Italy and Spain have again reignited the debate on the future of the Euro. Rising rates in the US may dampen emerging market flows. This is tempered by the fact that Indian remains the Emerging Market of choice and should attract more than its share of fund flows.

We saw an opportunity in Wealth Management Advisory, driven by the rapidly expanding flows into mutual funds and the rapid growth of this sector, and effective April 1, 2018, a team of 20 investment professionals have joined the group in our wholly owned subsidiary, Prime Research and Advisory Limited. We are very optimistic for the prospects for this new business segment. In this the team services the institutional segment and, as a bonus, we see opportunities in cross selling.

As always, we are humbled by the confidence reposed in us by our customers. They continue to bless us with repeat business and referrals and for this we must express our deepest gratitude.

DIVIDEND AND RESERVES

The Board of Directors has not recommended any Dividend on Equity Shares for the Year under review. During the Year, no amount from Profit was transferred to General Reserve.

ISSUE OF EQUITY SHARE WARRANTS

The Paid-up Equity Share Capital of the Company as at March 31, 2018 stood at RS.1,329.94 lacs. During the year under review, the Company has not issued Equity Share. The Board of Directors at their Meeting held on February 15, 2018 and the Members of the Company at their Extraordinary General Meeting held on March 20, 2018, has approved the issue, on a Preferential basis, of upto 70,00,000 Equity Share Warrants. Pursuant to the same, the Board of Directors at their Meeting held on April 3, 2018, has allotted 70,00,000 Equity Share Warrants on a Preferential basis. Each Equity Share Warrant carries an entitlement to apply for One Equity Shares of Face Value RS.5/-each of the Company, at a price of RS.49.50 per Equity Share (“Exercise Price”), in one or more tranches, within a period of 18 Months from the date of allotment of Equity Share Warrants. The Company has received an amount equivalent to the 25% of the Exercise Price of the Equity Share arising on the exercise of Options under the Equity Share Warrants.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of the Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report giving a detailed account of the operations and the state of affairs of the Company is annexed as Annexure “1” to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. S. R. Sharma, who was earlier appointed as an Independent Director for a period of Five Years w.e.f. March 1, 2015, has been appointed as Managing Director of 100% Subsidiary, Primesec Investments Limited w.e.f. December 7, 2017. In view of the same, Mr. S. R. Sharma has ceased to be an Independent Director and he continues to be a Non-Executive Director for the remainder of his term, subject to liable to retire by rotation.

Mr. N. Jayakumar, Managing Director, has been re-designated as Managing Director and Group CEO wef May 29, 2018

Mr. Vineet Suri, who has been associated with the Company as Director & Head - Corporate Finance since December 2016, has been appointed as an Executive Director of the Company for a period of five years wef May 29, 2018

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. S. R. Sharma, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Appropriate Resolution for appointment / reappointment is being placed before you for your approval at the ensuing Annual General Meeting. The information on the particulars of Director seeking re-appointment, as required under SEBI (Listing Obligations and Disclosure) Regulations, 2015, is given in the Notice of the Annual General Meeting, forming part of this Annual Report. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

The Company has received declaration form all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure) Regulations, 2015.

Mr. N. Jayakumar, Managing Director and Group CEO, Mr. Nikhil Shah, Chief Financial Officer and Mr. Ajay Shah, Company Secretary are the Key Managerial Personnel and there is no change in the same during the Year.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR

During the year under review, Six Board Meetings were conducted on April 6, 2017, July 11, 2017, October 17, 2017, November 17, 2017, January 23, 2018 and February 15, 2018 The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has complied with the applicable Secretarial Standards 1 on Board Meetings, issued by the Institute of Company Secretaries of India.

COMMITTEES OF THE BOARD

The Board of Directors has constituted the Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee.

The detailed information about the Committees including their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report forming part of this Report.

BOARD EVALUATION

Annual performance evaluation of the Board of Directors, its Committees and all the Directors individually have been done in accordance with the performance evaluation framework adopted by the Company and a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation framework sets out the performance parameters as well as the process of the performance evaluation. Pursuant to the provisions of the Companies Act, 2013, a separate Meeting of Independent Directors was held during the year to review (i) performance of the Non-Independent Directors and the Board of Directors as a whole (ii) performance of the Board Committees (iii) performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors (iv) the assess the quality, quantity and timeliness of flow of information between the Management and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform its duties. The Board of Directors expressed their satisfaction with the evaluation process.

POLICY ON DIRECTORS’ APPOINTMENT, REMUNERATION, ETC

The Board of Directors of the Company has adopted a policy on remuneration of Directors, Key Managerial Personnel and other employees, which also lays down the criteria for selection and appointment of Board Members and Board diversity. The details of this policy are explained in the Corporate Governance Report forming part of this Annual Report and the same is also available on the website of the Company (www. primesec.com).

CORPORATE GOVERNANCE AND CODE OF CONDUCT

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosures) Regulations, 2015, a separate report on Corporate Governance practices followed by the Company together with the certificate from the Statutory Auditors, confirming compliance by the Company of the conditions of Corporate Governance is annexed as Annexure “2” to this Report.

Pursuant to the provisions of Regulation 17(5)(a) of the SEBI (Listing Obligations and Disclosures) Regulations, 2015, your Company has also laid down a Code of Conduct for its Board Members and Senior Management Personnel. All the Directors and the Senior Management Personnel have affirmed compliance with the said Code of Conduct. A declaration by the Managing Director regarding compliance by Board Members and Senior Management Personnel with the Code of Conduct for the year ended March 31, 2018 forms part of the Report on Corporate Governance.

CONSOLIDATED FINANCIAL STATEMENT

The Audited Consolidated Financial Statements has been prepared in accordance with the Indian Accounting Standards (Ind-AS) notified under Section 133 and other relevant provisions of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, as applicable and shows the financial information of the Company and its Subsidiaries as a single entity, after elimination of minority interest, if any. As required under provisions of the Companies Act, 2013, as applicable, the Audited Consolidated Financial Statements of the Company and all its Subsidiaries together with Auditor’s Report thereon forms part of this Annual Report.

During the period, the Consolidated Revenues were RS.2,402.47 lacs as compared to RS.1,957.65 lacs in the previous period, which comprises Merchant Banking and Advisory Fees of RS.2,311.42 lacs, Gain / (Loss) on Sale of Investments, Derivatives and other transactions of RS.7.73 lacs, Income from Dividend, Interest & Other Income of RS.83.32 lacs. The Consolidated Net Profit / (Loss) after Tax & Exceptional Items for the year under review was RS.1,430.48 lacs as compared to RS.1,341.31 lacs in the previous period.

SUBSIDIARY COMPANIES / JOINT VENTURES

Pursuant to Section 129(3) of the Companies Act, 2013 read with the Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Audited Financial Statements of the Subsidiaries / Associate Companies for the year ended March 31, 2018 is given in Form AOC-1 as an annexure to the Consolidated Financial Statements of the Company forming part of this Annual Report.

The policy for Determining Material Subsidiaries has been placed on the website of the Company (www.primesec.com). Separate Audited Financial Statements of each of the Subsidiaries are available on the website of the Company (www.primesec.com) and will be kept open for inspection by any shareholder of the Company at the registered office of the Company and the same will also be made available to the shareholders seeking such information at any point of time.

The summary of the state of affairs and performance of the subsidiaries is given below:

Prime Broking Company (India) Limited

During the year under review, the Hon’ble High Court at Mumbai passed the order for winding-up of Subsidiary viz. Prime Broking Company (India) Limited (“PBCIL”) and accordingly, the Consolidated Financial Statement for the Year ended March 31, 2018 does not include Financial Results of PBCIL. There is no impact of winding-up of PBCIL on the financial results of the Company, as PBCIL was not carrying any activities since last few years and the Company had also written-off its investments in PBCIL in earlier years.

Primesec Investments Limited

During the year under review, Primesec Investments Limited (“PIL”), which was involved in investments activities in the past, has entered into new segment of financial services comprising of corporate advisory services relating to restructuring of corporate debt, restructuring of corporate entities, especially cases involving National Company Law Tribunal (“NCLT”), placement of secondary debt and equity, etc. During the year under review, PIL earned revenues of RS.1,485.17 lacs as compared to RS.1,261.67 lacs in the previous year. This includes Advisory Fees of RS.1,484.24 lacs, Gain / (Loss) on Sale of Investments of RS. 0.93 lacs. During the year, PIL incurred Net Profit / (Loss) after Tax and Exceptional Items of RS.863.72 lacs as compared to RS.2,120.57 lacs in the previous year.

Prime Research & Advisory Limited

During the year under review, Prime Research & Advisory Limited (“PRAL”) earned revenues of RS.1.08 lacs as compared to Rs. Nil in the previous year. During the year under review, PRAL incurred Net Profit / (Loss) after Tax of RS.207.61 lacs as compared to H (101.38) lacs in the previous year. The Net Profit / (Loss) is after an Exceptions Items of RS.274.61 lacs, which represents an amount no longer payable and written-back in the books of PRAL. PRAL is diversifying into newer segments of financial services business comprising of value added intermediation services in wealth management and investment advisory, assisting banks and institutional investors in risk assessment, portfolio analysis and portfolio rebalancing through execution of specific strategies. PRAL’s target clients will include corporate treasuries, fund management companies and family offices among others. To facilitate entry into these exciting and rapidly growing segments, PRAL is in the process of taking on board a highly experienced, connected and networked team of twenty five reputed professionals with a proven track record of several years. The team currently has an enviable roster of clients and counter-parties. The new team’s business is robust and it has a fairly full opportunity pipeline and substantial current income through fees and annuities that it will bring to PRAL.

Prime Commodities Broking (India) Limited

Prime Commodities Broking (India) Limited (“PCBIL”) was incorporated in 2006 to carry on Broking and other related activities in the Commodities Markets. However, PCBIL has not yet commenced the proposed activity. During the year under review, PCBIL earned revenues of RS.34.51 lacs as compared to RS.27.57 lacs in the previous year. During the Year under review, PCBIL earned a Net Profit after Tax of RS.11.96 lacs as compared to RS.13.07 lacs in the previous year.

The Company has not entered into any Joint Ventures.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 as per provisions of Section 92 of the Companies Act, 2013 and the Rules made thereunder is annexed as Annexure “3” to this Report.

RELATED PARTY CONTRACTS & ARRANGEMENTS

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions and a copy of the same is available on the website of the Company (www. primesec.com). The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties and also deals with material related party transactions.

All related party transactions are placed before the Audit Committee for necessary review and approval. Prior omnibus approval of the Audit Committee is obtained for transactions with related parties, which are repetitive in nature and / or are entered into in the ordinary course of business and are on an arm’s length basis. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company except remuneration and sitting fees.

All transactions entered into by the Company with the related parties during the financial year were in ordinary course of business and are on an arm’s length basis. Disclosure pursuant to the Accounting Standards on related party transaction has been made in the notes to the Audited Financial Statements. No material related party transaction were entered into during the year by the Company and accordingly, the disclosure of contracts or arrangements with related parties in accordance with the provisions of Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

DEPOSITS

Your Company has not accepted any Fixed Deposits under Chapter V of Companies Act, 2013, during this financial year and as such, no amount on account of principal or interest on Deposits from public was outstanding as on March 31, 2018. The Company has no Deposit which is not in compliance with the provisions of Chapter V of the Companies Act, 2013 and as the Companies (Acceptance of Deposit) Rules, 2014.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134(3) (c) of the Companies Act, 2013, with respect to the Directors’ Responsibilities Statement, your Directors confirm that:

a) In the preparation of the Annual Accounts for the year ended March 31, 2018, the applicable Accounting Standards read with the requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same,

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profits of the Company for the year ended on that date,

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

d) They have prepared the annual accounts on a going concern basis,

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively, and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted Corporate Social Responsibility (“CSR”) Committee, consisting of Mr. Pradip Dubhashi, Independent Director, Mr. Anil Dharker, Independent Director and Mr. N. Jayakumar, Managing Director. The Company has also formulated CSR Policy and the same is available on the website of the Company (www.primesec.com). The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure “4” to this Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of Loans, Guarantees and Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Audited Financial Statements forming part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy for Directors and Employees to report genuine concerns or grievances for redressal, which provides for adequate safeguards against victimization of persons who avail of such a mechanism. A copy of the Whistle Blower Policy is available on the website of the Company (www.primesec.com).

AUDITORS AND AUDITORS’ REPORT

M/s. Gandhi & Associates LLP, Chartered Accountants (Firm Registration No: 102965W/ W100192), were appointed as Statutory Auditors, for a term of Four years, commencing from the Financial Year 2015-16. A certificate from them has been received, to the effect that their appointment as Statutory Auditors of the Company is in accordance with the applicable provisions of Section 139 and 141 of the Companies Act, 2013 and rules framed thereunder, as amended from time to time.

Report given by the Auditors on the Audited Financial Statements of the Company forms part of this Annual Report. Observations made in the Auditors’ Report are self-explanatory and therefore, do not call for any further explanation.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors has appointed M/s. Pramod Shah & Associates, Company Secretaries (C.P. No. 5540), to undertake the Secretarial Audit for the year ended March 31, 2018. The Secretarial Report given by the Secretarial Auditor is annexed as Annexure “5” to this Report.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in this Report, no material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this Financial Statements relate and the date of this Report.

EMPLOYEES

Disclosures with respect to the remuneration of Directors and Employees as required under Section 197(12) of the Companies Act, 2013 and the Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure “6” to this Report.

The information on Employees particulars as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) is annexed as Annexure “7” to this Report. In terms of Section 136 of the Companies Act, 2013, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the aforesaid Annexure. The said information is available for inspection by the Members at the Registered Office of the Company as per the details mentioned in notice of the Annual General Meeting on any working day of the Company up to the date of the 35th Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

None of the Employee of the Company is a Relative of any Director of the Company.

EMPLOYEE STOCK OPTION SCHEMES

The Company presently has one Employee Stock Option Schemes viz. Employee Stock Option Scheme 2009 (ESOS 2009) The Compensation Committee of the Board of Directors had granted, to eligible Employees / Directors of the Company and Subsidiary Companies 1,485,000 options pursuant to ESOS 2009.

The disclosures in accordance with the provisions of the Section 62(1)(b) of Companies Act, 2013 read with the Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 (as amended from time to time), the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 are set out as Annexure “8” to this Report. The shares arising out of exercise of the Options are allotted in the name of the respective Employees and accordingly, the provisions relating to disclosure of voting rights not exercised directly by the Employees are not applicable.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is not engaged in any manufacturing activity, the disclosures as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy, etc. are not applicable.

During the period, there were no earnings and expenditure in foreign exchange.

LISTING & LISTING FEES

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited and the Listing Fees for the year 2018-19 have been duly paid.

GENERAL DISCLOSURES

Your directors state that during the year under review:

a) The Business Responsibility Reporting as required pursuant to the provisions of Regulation 34(2) of the SEBI (Listing Obligations and Disclosures) Regulations, 2015 is not applicable to your Company.

b) No Equity Shares with Differential Rights, as to Dividend, Voting or otherwise, were issued.

c) No Equity Shares (including Sweat Equity Shares) were issued to Employees of the Company under any Scheme.

d) The Company has not resorted to any Buyback of its Equity Shares during the Year under review.

e) Managing Director of the Company has not received any Remuneration or Commission from any of its Subsidiaries.

f) No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the Going Concern status and Company’s operations in future.

ACKNOWLEDGEMENTS

The board wishes to place on record its sincere appreciation for the hard work put in by the Company’s Employees at all levels in this difficult environment. The Board of Directors also wishes to thank the Company’s Members, Bankers and all other business associates for their unstinted support during the year.

For and on behalf of the Board of Directors

Mumbai Pradip Dubhashi N. Jayakumar

May 29, 2018 Chairman Managing Director and Group CEO

DIRECTORS’ REPORT

Dear Members,

The Directors are pleased to present their 33rd Annual Report on the business and operations of the Company along with the Audited Financial Statements for the Financial Year ended March 31, 2016.

FINANCIAL HIGHLIGHTS (STANDALONE) (Rs. in lacs)

BUSINESS REVIEW & PROSPECTS

The period under review has been an exciting one. A key development was on oil prices, which saw a steep fall helping to ease inflationary pressures and the fiscal deficit and gave room for the RBI to reduce rates, a very welcome if much delayed step. The RBI and the Government drove banks to deal with the problem of NPAs, which helped create a number of new business opportunities for your company. Global economic activity remains subdued, but fortunately, given excellent economic performance here, global investor interest in Indian Capital Markets remains buoyant.

We have had unprecedented drought conditions in this past year and that has been a drag on the economy. Despite these head winds, growth remains robust, driven by an increased focus on infrastructure and a determined push by the Government to remove hurdles. Power and road sectors have seen robust activity and that has slowly percolated down into the rest of the economy. We saw the end of Quantitative Easing by the Federal Reserve but the ECB and the Bank of Japan have picked up some of the slack. Unfortunately, global growth remains tepid. We see this as a silver lining with commodity prices remaining subdued and underpinning domestic economic growth.

Your Company was able to take advantage of the economic conditions and was mandated by a number of leading corporate to assist them in restructuring of debt and equity. There has been some turnaround in corporate plans and as a consequence, your company sees significant rise in deal flow in the recent quarters with a number of transactions closing in the period under review. We expect to see robust deal flow in the months ahead.

The business of Prime Broking Company (India) Limited remains suspended, as a consequence of the actions by the stock exchanges. Prime Broking Company (India) Limited has appealed against the order of Hon’ble Securities Appellate Tribunal in the Hon’ble Supreme Court, which has been admitted by the Hon’ble Supreme Court and is pending hearing.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the management discussion and analysis report giving a detailed account of the state of affairs of the Company forms part of the Annual Report.

DIVIDEND AND RESERVES

The Board of Directors has not recommended any dividend on equity shares for the year under review. During the year, no amount from profit was transferred to general reserve.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Mr. N. Jayakumar was re-appointed as Managing Director of the Company for a further period of 5 years w.e.f. February 11, 2016. The re-appointment of Mr. N. Jayakumar as Managing Director is subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting.

In accordance with the provisions of section 152 of the Companies Act, 2013 and the articles of association of the Company, Mr. N. Jayakumar, Managing Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Company has received declaration form all the independent directors of the Company confirming that they meet the criteria of independence as prescribed under section 149 (6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure) Regulations, 2015.

Appropriate resolution for appointment / re-appointment is being placed before you for your approval at the ensuing Annual General Meeting. The information on the particulars of director seeking appointment / re-appointment, as required under SEBI (Listing Obligations and Disclosure) Regulations, 2015, is given in the notice of the Annual General Meeting, forming part of this Annual Report.

Mr. N. Jayakumar, Managing Director, Mr. Nikhil Shah, Head - Accounts & Finance and Mr. Ajay Shah, Company Secretary are the key managerial personnel and there is no change in the same in the year.

NUMBER OF BOARD AND COMMITTEE MEETINGS CONDUCTED DURING THE YEAR

During the year under review, four Board and Audit Committee meetings were conducted on May 27, 2015, August 14, 2015, October 20, 2015 and January 14, 2016. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Annual performance evaluation of the Board of Directors, its committees and all the directors individually have been done in accordance with the performance evaluation framework adopted by the Company. The performance evaluation framework sets out the performance parameters as well as the process of the performance evaluation. Pursuant to the provisions of the Companies Act, 2013, a separate meeting of independent directors was held during the year to review the performance of (i) non-independent directors and the board of directors as a whole (ii) board committees (iii) the chairperson of the Company, taking into account the views of executive directors and non-executive directors (iv) assess the quality, quantity and timeliness of flow of information between the management and the board of directors that is necessary for the board of directors to effectively and reasonably perform its duties.

POLICY ON DIRECTORS’ APPOINTMENT, REMUNERATION, ETC

The Company has adopted a policy on remuneration of directors, key managerial personnel and other employees, which also lays down the criteria for selection and appointment of board members and board diversity. The details of this policy are explained in the corporate governance report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sections 134(3)(c) of the Companies Act, 2013, with respect to the Directors’ Responsibilities Statement, your Directors confirm that:

1. in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

2. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts on a ‘going concern’ basis;

5. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSOLIDATED FINANCIAL STATEMENT

The audited consolidated financial statement has been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP) to comply with the accounting standards notified under section 133 and other relevant provisions of the Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules, 2014, as applicable and shows the financial information of the Company and its subsidiaries as a single entity, after elimination of minority interest, if any. As required under provisions of the Companies Act, 2013, as applicable, the audited consolidated financial statement of the Company and all its subsidiaries together with auditor’s report thereon forms part of this annual report.

During the period, the consolidated revenues were Rs. 2,328.20 lacs as compared to Rs. (498.29) lacs in the previous period, which comprises merchant banking and advisory fees of Rs. 1,040.56 lacs, gain / (loss) on sale of investments, derivatives and other transactions of Rs. 84.65 lacs, provisions written-back of Rs. 1,137.51 lacs and income from dividend, interest & other income of Rs. 65.48 lacs. The consolidated net profit / (loss) after tax & extraordinary items for the period under review was Rs. 1,419.58 lacs as compared to Rs. (1,521.41) lacs in the previous period.

SUBSIDIARY COMPANIES / JOINT VENTURES

Pursuant to section 129(3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the audited financial statement of the subsidiaries / associate companies for the year ended March 31, 2016 is given in form AOC-1 as an annexure to the consolidated financial statements of the Company forming part of this annual report.

The policy for determining material subsidiaries has been placed on the website of the Company (www.primesec.com). Separate audited financial statements of each of the subsidiaries are available on the website of the Company (www.primesec.com) and will also be kept open for inspection by any shareholder of the Company at the registered office of the Company and the same will also be made available to the shareholders seeking such information at any point of time.

The summary of the performance of the subsidiaries is given below:

Prime Broking Company (India) Limited

Prime Broking Company (India) Limited (“PBCIL”), a wholly owned subsidiary of your Company, was, as we have communicated in the past, at the receiving end of a series of moves by the National Stock Exchange of India Limited (“NSE”) in the previous year, where changes in collateral rules were implemented on an arbitrary, retrospective basis by the NSE (to begin with) and subsequently, the unwillingness to sell collateral held by them resulted in a sharp decline in the value of the collateral pledged by PBCIL (on behalf of its clients) to the NSE - the latter declared PBCIL a defaulter and expelled PBCIL as a member of the exchange, an action followed by the Bombay Stock Exchange Limited (‘BSE”) in terms of the cross default clause of SEBI.

The above actions of the exchanges had been challenged by PBCIL in the Securities Appellate Tribunal (“SAT”), which was dismissed by SAT in the month of June/July 2015. PBCIL has preferred an appeal in the Hon’ble Supreme Court against the order of SAT dismissing the appeals, which has been admitted by the Hon’ble Supreme Court and is pending hearing. As a consequence of this unwarranted action by the NSE, PBCIL has also filed a suit for damages in the Hon’ble High Court, which is pending hearing.

The National Securities Clearing Corporation Limited (“NSCCL”), a subsidiary Company of NSE, has subsequently filed a petition in the Hon’ble Bombay High Court for winding up of PBCIL, which has been challenged by the Company.

In view of the above eventualities, during the year, PBCIL has not been able to carry on any activities. Since the matter is sub-judice, it suffices to say that the company is taking all possible steps to arrive at a solution, while looking at other options to compensate for the loss in revenues.

During the year, total revenues of PBCIL were Rs. 41.69 lacs as compared to Rs. (8.48) lacs in the previous year, which comprises of Provisions no longer required, Written back of Rs. 41.68 lacs and income from securities, dividend & other income of Rs. 0.01 lacs. The net profit / (loss) loss after tax & extraordinary items for the period under review was Rs. (14.92) lacs as compared to Rs. (591.38) lacs in the previous period.

Primesec Investments Limited

Primesec Investments Limited (“PIL”) was incorporated in November 2007 to carry on investment activities. During the period under review, PIL earned revenues of Rs. 249.69 lacs as compared to Rs. (250.71) lacs in the previous period. This includes gain / (loss) on sale of investments and interest & dividend income. During the period, PIL incurred net profit / (loss) after tax of Rs. (20.45) lacs as compared to Rs. (489.66) lacs in the previous period.

Prime Research & Advisory Limited

Prime Research & Advisory Limited (“PRAL”) has during the period under review earned revenues of Rs. Nil as compared to Rs. Nil lacs in the previous period. PRAL did not undertake any activities during 2015-16. During the period, PRAL incurred net profi t / (loss) after tax of Rs. (1.24) lacs as compared to Rs. (3.31) lacs in the previous period.

Prime Commodities Broking (India) Limited

Prime Commodities Broking (India) Limited (“PCBIL”) was incorporated in 2006 to carry on broking and other related activities in the commodities markets. During the period under review, PCBIL earned revenues of Rs. 28.71 lacs as compared to Rs. 41.65 lacs in the previous period. During the period, PCBIL earned a net profit / (loss) after tax of Rs. 3.39 lacs as compared to Rs. 3.84 lacs in the previous period.

The Company has not entered into any Joint Ventures.

CORPORATE GOVERNANCE AND CODE OF CONDUCT

Pursuant to regulation 34(3) of the SEBI (Listing Obligations and Disclosures) Regulations, 2015, a report on corporate governance and a certificate from the statutory auditors, confirming compliance by the Company of the conditions of corporate governance forms part of the annual report.

Pursuant to the provisions of regulation 17(5)(a) of the SEBI (Listing Obligations and Disclosures) Regulations, 2015, your Company has also laid down a code of conduct for its board members and senior management personnel. All the directors and the senior management personnel have affirmed compliance with the said code of conduct. A declaration by the managing director regarding compliance by board members and senior management personnel with the code of conduct for the period ended March 31, 2016 forms part of the annual report.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the annual return in form MGT-9 as per provisions of section 92 of the Companies Act, 2013 and rules made there under is annexed as Annexure “1” to this report.

RELATED PARTY CONTRACTS & ARRANGEMENTS

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures) Regulations, 2015, the Company has formulated a policy on related party transactions and a copy of the same is available on the website of the Company (www.primesec.com). The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties and also deals with material related party transactions.

All related party transactions are placed before the audit committee for necessary review and approval. Prior omnibus approval of the audit committee is obtained for transactions with related parties, which are repetitive in nature and/or are entered into in the ordinary course of business and are on an arm’s length basis.

All transactions entered into by the Company with related parties during the financial year were in ordinary course of business and are on an arm’s length basis. Disclosure pursuant to accounting standards on related party transaction has been made in the notes to the audited financial statement. No material related party transaction were entered into during the year by the Company and accordingly, the disclosure of contracts or arrangements with related parties in accordance with the provisions of section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

DEPOSITS

Your Company has not accepted any fixed deposits under Chapter V of Companies Act, 2013, during this financial year and as such, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2016. The Company has no deposit which is not in compliance with the provisions of Chapter V of the Companies Act, 2013 and as the Companies (Acceptance of Deposit) Rules, 2014.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans, guarantees and investments made by the Company pursuant to the provisions of section 186 of the Companies Act, 2013 are given in the notes to the financial accounts forming part of the annual report.

VIGIL MECHANISM

The Company has established a vigil mechanism (whistle blower policy) for directors and employees to report genuine concerns, which provides for adequate safeguards against victimization of persons who avail of such a mechanism. A copy of the whistle blower policy is available on the website of the Company (www.primesec.com).

AUDITORS AND AUDITORS’ REPORT

M/s. Gandhi & Associates, Chartered Accountants (Firm Registration No: 102965W), were appointed as statutory auditors, for a term of four years, commencing from the financial year 2015-16, subject to ratification by members at every annual general meeting. A certificate from them has been received, to the effect that their appointment as statutory auditors of the Company, if ratified at the ensuing annual general meeting, would be in accordance with the applicable provisions of section 139 and 141 of the Companies Act, 2013 and rules framed there under, as amended from time to time.

Report given by the auditors on the audited financial statements of the Company forms part of this annual report. Observations made in the auditors’ report are self-explanatory and therefore, do not call for any further explanation.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the rules made there under, the Company has appointed M/s. Pramod Shah & Associates, Company Secretaries (C.P. No. 3804), to undertake secretarial audit for the year ended March 31, 2016. The secretarial report given is given as Annexure “2” to this report.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in this report, no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

EMPLOYEES

Disclosures with respect to the remuneration of directors and employees as required under section 197(12) of Companies Act, 2013 and rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure “3” to this report.

The Company had 6 employees as on March 31, 2016. None of employees were (i) in receipt of remuneration in excess of rupees sixty lacs (for employees employed throughout the year) or rupees five lacs per month (for employees employed for part of the year) and (ii) holding (by himself or along with their spouse and dependent children) more than 2% of the equity shares of the Company and drawing remuneration in excess of the remuneration drawn by the managing director or whole-time director or manager. Accordingly, the statement of employee remuneration as required under provisions of section 197(12) of the Companies Act, 2013 and rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

None of the employee listed in the said annexure is a relative of any director of the Company.

EMPLOYEE STOCK OPTION SCHEMES

The Company presently has three employee stock option schemes viz. Employee Stock Option Scheme 2007 (ESOS 2007), Employee Stock Option Scheme 2008 (ESOS 2008) and Employee Stock Option Scheme 2009 (ESOS 2009). The compensation committee of the board of directors has granted, to eligible employees / directors of the Company and subsidiary companies 999,000, 1,197,750 and 1,485,000 options pursuant to ESOS 2007, ESOS 2008 and ESOS 2009 respectively.

The disclosures in accordance with the provisions of the Section 62(1)(b) of Companies Act, 2013 read with the Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 (as amended from time to time), the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are set out as Annexure “4” to this report. The shares arising out of exercise of employee stock options are allotted in the name of the respective employees and accordingly, the provisions relating to disclosure of voting rights not exercised directly by the employees are not applicable.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is not engaged in any manufacturing activity, the disclosures as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy, etc. are not applicable.

During the period, there were no earnings and expenditure in foreign exchange.

LISTING & LISTING FEES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited and the listing fees for the year 2016-17 have been duly paid.

GENERAL DISCLOSURES

Your directors state that during the year under review:

1. The business responsibility reporting as required pursuant to the provisions of regulation 34(2) of the SEBI (Listing Obligations and Disclosures) Regulations, 2015 is not applicable to your Company.

2. No equity shares with differential rights, as to dividend, voting or otherwise, were issued

3. No equity shares (including sweat equity shares) were issued to employees of the Company under any scheme.

4. The Company has not resorted to any buy-back of its shares during the year under review.

5. Managing Director of the Company has not received any remuneration or commission from any of its subsidiaries.

6. No significant or material orders were passed by the regulators or courts or tribunals, which impact the going concern status and Company’s operations in future.

ACKNOWLEDGEMENTS

The board wishes to place on record its sincere appreciation for the hard work put in by the Company’s employees at all levels in this difficult environment. The board of directors also wishes to thank the Company’s members, bankers and all other business associates for their unstinted support during the period.

For and on behalf of the Board of Directors

Mumbai Pradip Dubhashi N. Jayakumar

May 17, 2016 Chairman Managing Director

Dear Members.

The Directors are pleased to present their 32nd Report on the business operations along with the Audited Financial Statements of your Company for the Financial Year ended March 31, 2015.

FINANCIAL HIGHLIGHTS (STANDALONE) (Rs. in lacs)

Period ended Period ended March 31, 2015 September 30, 2013 (18 months) (18 months)

Total Revenues (45.86) (1,303.32)

Total Expenses 445.67 3,846.31

Profit / (Loss) before Tax (491.53) (5,149.63)

Tax Expenses Nil Nil

Profit / (Loss) after Tax (491.53) (5,149.63)

Profit / (Loss) Brought Forward (3,705.59) 1,444.04 from Previous Year

Balance Carried to Balance Sheet (4,197.12) (3,705.59)

CHANGE IN FINANCIAL YEAR

The Company has obtained an approval of the Registrar of Companies, Maharashtra, under section 2 (41) of the Companies Act, 2013, vide their order dated November 17, 2014, to extend the Financial Year of the Company by a period of six months so as to end on March 31, 2015. Accordingly, the financial statements for the current period are for eighteen months.

BUSINESS REVIEW & PROSPECTS

The period under review saw new political dispensation at the centre and that, together with determined leadership at the Reserve Bank of India, saw renewed initiatives to deal with the NPAs in the banking sector through stricter controls and recapitalization. The new leadership at the Ministry of Finance also initiated measures to bring investors back to the capital market. Nonetheless, this period was tumultuous for the corporate sector with slowing growth and squeeze on liquidity due to banking sector problems inherited from the past. Fears of withdrawal of global liquidity through roll back of quantitative easing by western central banks helped create a feeling of uncertainty in the minds of domestic corporate leadership.

Your company was also affected by these factors playing out in the economy and the larger corporate finance area, as plans to raise long term capital through the Private Equity route were largely kept on the back burner. However, there was also an opportunity for your company's advisory team in handling stressed assets and consequent sell down of distressed portfolios. There has been some turn around in corporate plans and as a consequence, your company sees significant rise in deal flow in the recent quarters. However, successful closure may take some time.

As a consequence of this unwarranted action by the NSE, Prime Broking has filed a suit for damages in the Bombay High Court, along with the Appeal in the Hon'ble Supreme Court (in which SEBI, too, has been made one of the respondents).

The corporate finance and advisory business has seen improvement in activities in this period, especially in the advisory part of handling of stressed assets and sell down of distressed portfolios. While there are numerous deals in the pipeline, closures of such deals could take time.

Pursuant to clause 49 of the listing agreements with the stock exchanges, management discussion and analysis report giving a detailed account of the state of affairs of the Company is given as an annexure to this report.

DIVIDEND

The board of directors has not recommended any dividend on equity shares for the year under review.

DIRECTORS

In accordance with the provisions of section 161 of the Companies Act, 2013 read with the rules made thereunder, as amended from time to time, and article 94 of the articles of association, Ms. Alpana Parida was appointed as an additional director of the Company, for a term of five years with effect from March 27, 2015 to March 26, 2020, not liable to retired by rotation.

Pursuant to the provisions of section 149 the Companies Act, 2013 read with the rules made thereunder, as amended from time to time, and clause 49 of the listing agreement with the stock exchanges, Mr. Pradip Dubhashi, Mr. Anil Dharker and Mr. S. R. Sharma, existing independent directors, were appointed independent directors of the Company, for a fresh term of five years w.e.f. March 27, 2015 to March 26, 2020 and shall not be liable to retire by rotation.

Mr. N. Jayakumar, Managing Director, retires by rotation and being eligible, offers himself for re-appointment.

Appropriate resolution for appointment / re-appointment is being placed before you for your approval at the ensuing annual general meeting. The information on the particulars of director seeking appointment / re-appointment, as required under clause 49 of the listing agreement, has been given as an annexure to the notice of annual general meeting in this annual report.

The Company has received declaration form all the independent directors of the Company confirming that they meet the criteria of independence as prescribed under section 149 (6) of the Companies Act, 2013 and clause 49 of the listing agreement.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR

During the year under review, seven board meetings were conducted.

BOARD EVALUATION

Annual performance evaluation of board of directors, its committees and all the directors individually have been done in accordance with the performance evaluation framework adopted by the Company. The performance evaluation framework sets out the performance parameters as well as the process of the performance evaluation. Pursuant to the provisions of the Companies Act, 2013, a separate meeting of independent directors was held during the year to review the performance of (i) non-independent directors and the board of directors as a whole (ii) board committees (iii) the chairperson of the Company, taking into account the views of executive directors and non-executive directors (iv) assess the quality, quantity and timeliness of flow of information between the management and the board of directors that is necessary for the board of directors to effectively and reasonably perform its duties.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

2. they have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2015 and of the profit / (loss) of the Company for the year ended on that date;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENT

The audited consolidated financial statement has been prepared by your Company in accordance with the generally accepted accounting principles in India (Indian GAAP) to comply with the accounting standards notified under section 211(3C) of the Companies Act, 1956 (which are deemed to be applicable as per section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014) and the relevant provisions of the Companies Act, 1956 or the Companies Act, 2013, as applicable and shows the financial information of the Company and its subsidiaries as a single entity, after elimination of minority interest, if any As required under provisions of the Companies Act, 1956 or the Companies Act, 2013, as applicable and the listing agreement, the audited consolidated financial statement of the Company and all its subsidiaries together with auditor's report thereon forms part of this annual report.

During the period, the consolidated revenues were Rs. (248.29) lacs as compared to Rs. (3,563.81) lacs in the previous period, which comprises merchant banking and advisory fees of Rs. 269.14 lacs, gain / (loss) on sale of investments, derivatives and other transactions of Rs. (1,263.51) lacs, Amounts written-back / provisions made and earlier no longer required / written-back of Rs. 677.42 lacs and income from dividend, interest & other income of Rs. 68.66 lacs. Extraordinary items of Rs. 591.92 lacs represent income from sale of PMS business of a subsidiary Company. The consolidated net loss after tax & extraordinary items for the period under review was Rs. 1,521.41 lacs as compared to Rs. 8,670.24 lacs in the previous period.

SUBSIDIARY COMPANIES / JOINT VENTURES

A statement containing the salient features of the audited financial statement of the subsidiaries for the year ended March 31, 2015 has been given as an annexure to the consolidated financial statements of the Company and forms part of this annual report.

The policy for determining material subsidiaries has been placed on the website of the Company (www.primesec.com). Separate audited financial statements of each of the subsidiaries are available on the website of the Company (www.primesec.com) and will also be kept open for inspection by any shareholder of the Company at the registered office of the Company and the same will also be made available to the shareholders seeking such information at any point of time.

The summary of the performance of the subsidiaries is given below:

Prime Broking Company (India) Limited

Prime Broking Company (India) Limited ("PBCIL"), a wholly owned subsidiary of your Company, was at the receiving end of a series of moves by the National Stock Exchange of India Limited ("NSE") in the previous year, where changes in collateral rules were implemented on an arbitrary, retrospective basis by the NSE (to begin with) and subsequently, the unwillingness to sell collateral held by them resulted in a sharp decline in the value of the collateral pledged by PBCIL (on behalf of its clients) to the NSE - the latter declared PBCIL a defaulter and expelled PBCIL as a member of the exchange, an action followed by the Bombay Stock Exchange Limited ('BSE") in terms of the cross default clause of SEBI.

The above actions of the exchanges had been challenged by PBCIL in the Securities Appellate Tribunal ("SAT"), which was dismissed by SAT in the month of June/July 2015. PBCIL has preferred an appeal in the Hon'ble Supreme Court against the order of SAT dismissing the appeals. As a consequence of this unwarranted action by the NSE, PBCIL has also filed a suit for damages in the Hon'ble High Court, which is pending hearing.

The National Securities Clearing Corporation Limited ("NSCCL"), a subsidiary Company of NSE, has subsequently filed a petition in the Hon'ble Bombay High Court for winding up of PBCIL, which has been challenged by the Company.

In view of the above eventualities, during the year, PBCIL has not been able to carry on any activities. Since the matter is sub- judice, it suffices to say that the company is taking all possible steps to arrive at a solution, while looking at other options to compensate for the loss in revenues. Further, to protect the interest of the portfolio management services ("PMS") clients, PBCIL sold its PMS business during the year to Religare Portfolio Managers & Advisor Private Limited and transferred all extant clients with the business.

During the year, total revenues of PBCIL were Rs. (8.48) lacs as compared to Rs. 2,056.70 lacs in the previous year, which comprises of gain / (loss) on sale of investments of Rs. (12.03) lacs and income from securities, dividend & other income of Rs. 3.55 lacs. Extraordinary items of Rs. 591.92 lacs represent income from sale of PMS business. The net loss after tax & extraordinary items for the period under review was Rs. 591.38 lacs as compared to net loss after tax and extraordinary items of Rs. 371.97 lacs in the previous period.

Primesec Investments Limited

Primesec Investments Limited ("PIL") was incorporated in November 2007 to carry on investment activities. During the period under review, PIL earned revenues of Rs. (250.71) lacs as compared to Rs. (3,975.90) lacs in the previous period. This includes gain / (loss) on sale of investments and interest & dividend income. During the period, PIL incurred net loss after tax of Rs. 489.66 lacs vis-a-vis a net loss after tax of Rs. 4,479.09 lacs in the previous period.

Prime Research & Advisory Limited

Prime Research & Advisory Limited ("PRAL") has during the period under review earned revenues of Rs. Nil as compared to Rs. (341.83) lacs in the previous period. PRAL did not undertake any activities during the period under review. During the period, PRAL incurred net loss after tax of Rs. 3.31 lacs vis-a-vis a net loss after tax of Rs. 371.66 lacs in the previous period.

Prime Commodities Broking (India) Limited

Prime Commodities Broking (India) Limited ("PCBIL") was incorporated in 2006 to carry on broking and other related activities in the commodities markets. PCBIL did not undertake any activities during the period under review. During the period under review, PCBIL earned revenues of Rs. 41.65 lacs as compared to Rs. 0.53 lacs in the previous period. During the period, PCBIL earned a net profit after tax of Rs. 3.84 lacs vis-a-vis a net profit after tax of Rs. 0.03 lacs in the previous period.

The Company has not entered into any Joint Ventures.

CORPORATE GOVERNANCE AND CODE OF CONDUCT

Pursuant to clause 49 of the listing agreements with the stock exchanges, report on corporate governance and a certificate from the statutory auditors, confirming compliance by the Company of the conditions of corporate governance as provided in clause 49 of the listing agreement, are given as an annexure to this report and form part of this annual report.

Pursuant to the provisions of clause 49(II)(E) of the listing agreement, your Company has also laid down a code of conduct for its board members and senior management personnel. All the directors and the senior management personnel have affirmed compliance with the said code of conduct. A declaration by the managing director regarding compliance by board members and senior management personnel with the code of conduct for the period ended March 31,2015 is annexed to this report.

RELATED PARTY CONTRACTS & ARRANGEMENTS

In accordance with the provisions of the Companies Act, 2013 and the listing agreement with the stock exchanges, the Company has formulated a policy on related party transactions and a copy of the same is available on the website of the Company (www.primesec.com). The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties and also deals with material related party transactions.

All related party transactions are placed before the audit committee for necessary review and approval. Prior omnibus approval of the audit committee is obtained for transactions with related parties, which are repetitive in nature and/or are entered into in the ordinary course of business and are on an arm's length basis.

All transactions entered into by the Company with related parties during the financial year were in ordinary course of business and are on an arm's length basis. Disclosure pursuant to accounting standards on related party transaction has been made in the notes to the audited financial statement. No material related party transaction were entered into during the year by the Company and accordingly, the disclosure of contracts or arrangements with related parties in accordance with the provisions of section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

VIGIL MECHANISM

The Company has established a vigil mechanism (whistle blower policy) for directors and employees to report genuine concerns, which provides for adequate safeguards against victimization of persons who avail of such a mechanism. A copy of the whistle blower policy is available on the website of the Company (www.primesec.com).

EMPLOYEE STOCK OPTION SCHEMES

The Company presently has three employee stock option schemes viz. Employee Stock Option Scheme 2007 (ESOS 2007), Employee Stock Option Scheme 2008 (ESOS 2008) and Employee Stock Option Scheme 2009 (ESOS 2009). The compensation committee of the board of directors has granted, to eligible employees / directors of the Company and subsidiary companies 999,000, 1,197,750 and 1,485,000 options pursuant to ESOS 2007, ESOS 2008 and ESOS 2009 respectively.

The disclosures in accordance with the provisions of the Section 62(1)(b) of Companies Act, 2013 read with the Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 (as amended from time to time), the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are set out as an annexure to this report. The shares arising out of exercise of employee stock options are allotted in the name of the respective employees and accordingly, the provisions relating to disclosure of voting rights not exercised directly by the employees are not applicable.

AUDITORS AND AUDITORS' REPORT

M/s. Gandhi & Associates, Chartered Accountants, retire as statutory auditors at the ensuing annual general meeting and being eligible, offer themselves for re-appointment. The board of directors of the Company, based on the recommendation of audit committee, recommends the appointment of M/s. Gandhi & Associates, Chartered Accountants (Firm Registration No: 102965W) as statutory auditors of the Company, for a term of four years, commencing from the financial year 2015-16, subject to ratification by members at every annual general meeting. A certificate from them has been received, to the effect that their appointment as statutory auditors of the Company, if made, would be in accordance with the applicable provisions of section 139 and 141 of the Companies Act, 2013 and rules framed thereunder, as amended from time to time.

Report given by the auditors on the audited financial statements of the Company is part of the annual report. Observations made in the auditors' report are self-explanatory and therefore, do not call for any further explanation.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

EMPLOYEES

The particulars of employees required to be furnished under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, as per the provisions of section 219(1) (b)(iv) of the Companies Act, 1956, the reports and accounts are being sent to all the shareholders of the Company excluding the statement of particulars of employees. Any member interested in obtaining a copy may write to the Company at the registered office of the Company

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN ExCHANGE EARNINGS AND OUTGO

Since the Company is not engaged in any manufacturing activity, the disclosures as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy, etc. are not applicable. During the period, there were no earnings and expenditure in foreign exchange.

LISTING & LISTING FEES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited and the listing fees for the year 2015-16 have been duly paid.

ACKNOWLEDGEMENTS

The board of directors wishes to place on record its sincere appreciation of the efforts put in by the Company's employees in this difficult environment. The board of directors also wishes to thank the Company's members, bankers and all other business associates for their unstinted support during the period.

For and on behalf of the Board of Directors

Mumbai Pradip Dubhashi N. Jayakumar August 14, 2015 Chairman Managing Director

The Directors have pleasure in presenting their Thirty First Annual Report, together with the Audited Accounts for the year ended September 30, 2013.

(Rs. in lacs)

Year ended Year ended FINANCIAL RESULTS September 30, 2013 March 31, 2012 (18 Months) (12 Months)

Total Revenues (1,303.32) 955.89

Total Expenses 3,846.31 1,258.97

Profit / (Loss) before Tax (5,149.63) (303.08)

Tax Expenses Nil 116.00

Profit/(Loss) after Tax (5,149.63) (419.08)

Profit Brought Forward from Previous Year 1,444.04 1,863.12

Balance Carried to Balance Sheet (3,705.59) 1,444.04

CHANGE IN FINANCIAL YEAR

The Company has obtained an approval of the Registrar of Companies, Maharashtra, under section 210(4) of the Companies Act, 1956, vide their order dated April 8, 2013, to extend the Financial Year of the Company and its subsidiaries by a period of six months to end on September 30, 2013. Accordingly, the financial statements for the current period are for eighteen months.

PERFORMANCE REVIEW

The 18 month period gone by has been one of the toughest periods for the country and the banking sector in general, and the financial services sector and your company in particular. This was a year when Non Performing Assets of the banking industry rose quite dramatically putting huge pressure on further disbursements to companies in trouble. This led to substantial liquidity issues down the line, as companies found it impossible to deal with a combination of slowing growth, lower demand and poor liquidity. This situation was further exacerbated by a fear of liquidity being squeezed through a gradual reduction/ phase-out of Quantitative Easing measures undertaken by the Western World.

The RBI kept interest rates elevated as fears of a stagflation kind of scenario became evident in policy making - a combination of low growth and high inflation, principally due to supply side being a huge constraint.

Your company was at the receiving end of a series of moves by the National Stock Exchange (NSE), where changes in collateral rules were implemented on an arbitrary, retrospective basis by the NSE (to begin with) and subsequently, the unwillingness to sell collateral by them resulted in a sharp decline in the value of the collateral pledged by Prime Broking (on behalf of its clients) to the NSE - the latter declared Prime Broking a defaulter, which has been challenged by our subsidiary in the Securities Appellate Tribunal.

As a consequence of this unwarranted action by the NSE, Prime Broking has filed a suit for damages in the Bombay High Court, along with the SAT Appeal (in which SEBI, too, has been made one of the respondents).

In the first hearing itself, in the SAT, the judges asked the parties to settle out of court, which both the parties agreed to, in principle. The specific details of a settlement, if any, could well take a lot more time to emerge.

The Corporate Finance and Advisory business has been quite weak in this period, as private equity investors and strategic buyers, which are the typical clients of the company, have been quite nervous about the investment climate in general. While there are numerous deals in the pipeline, closures of such deals could take time.

DIVIDEND

The Board of Directors has not recommended any Dividend on Equity Shares for the year under review.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

Prime Broking Company (India) Limited (PBCIL) has during the year under review earned revenues of Rs. 2,056.70 lacs as compared to Rs. 868.96 lacs in the previous financial year. This includes income from broking operations, income from portfolio management services, gain / (loss) on sale of investments and interest & dividend income. During the year, PBCIL incurred a net loss after tax of Rs. 371.97 lacs vis-a-vis a net loss after tax of Rs. 7.88 lacs in the previous financial year.

The operations of the company have had to be shut down due to the ongoing issues with the NSE, as described above. Since the matter is sub-judice, it suffices to say that the company is taking all possible steps to arrive at a solution, while looking at other options to compensate for the loss in revenues.

One of the unintended fall-outs of this was also the withholding of client shares by the exchanges - both broking clients as well as retail Portfolio Management clients. This too has gone into appeal in the SAT.

Primesec Investments Limited (PIL) was incorporated in November 2007 to carry on investment activities. During the year under review, PIL earned revenues of Rs. (3,975.90) lacs as compared to Rs. (1,664.39) lacs in the previous financial year. This includes gain / (loss) on sale of investments and interest & dividend income. During the year, PIL incurred net loss after tax of Rs. (4,479.09) lacs vis-a-vis a net loss after tax of Rs. (2,338.94) lacs in the previous financial year.

Prime Research & Advisory Limited (PRAL) has during the year under review earned revenues of Rs. (341.83) lacs as compared to Rs. 2.38 lacs in the previous financial year. This includes gain / (loss) on sale of investments and interest & dividend income. During the year, PIL incurred net loss after tax of Rs. (371.66) lacs vis-a-vis a net profit after tax of Rs. 0.33 lacs in the previous financiafyear.

Prime Commodities Broking (India) Limited (PCBIL) was incorporated in 2006 to carry on broking and other related activities in the commodities markets. PCBIL did not undertake any activities during 2012-2013. During the year under review, PCBIL earned revenues of Rs. 0.53 lacs as compared to Rs. 3.25 lacs in the previous financial year. During the year, PCBIL earned a net profit after tax of Rs. 0.03 lacs vis-a-vis a net profit after tax of Rs. 2.17 lacs in the previous financial year.

A statement pursuant to Section 212 of the Companies Act, 1956 relating to the Subsidiary Companies is annexed.

In terms of the general permission granted by the Government of India, Ministry of Corporate Affairs, New Delhi u/s 212 (8) of the Companies Act, 1956 vide its circular no. 02/2011 dated February 8, 2011, copies of the Balance Sheet, Profit & Loss Account, Director''s Report and Auditor''s Report of all the Subsidiary Companies have not been attached to the Balance Sheet of the Company as at September 30, 2013. However, as directed by the said approval, the financial data of the Subsidiary Companies have been disclosed under "Subsidiary Companies Particulars" forming part of the Annual Report. The annual accounts of the Subsidiary Companies and the related detailed information will be made available to the holding and subsidiary companies investors seeking such information at any point of time. The annual accounts of the Subsidiary Companies will also be kept open for inspection by any investor at the Registered Office of the Company and that of the Subsidiary Companies concerned.

As required under the Listing Agreement with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statement has been prepared in accordance with Accounting Standards issued by the Institute of Chartered Accountants of India and shows the financial information of the Company and its subsidiaries as a single entity, after elimination of minority interest.

EMPLOYEE STOCK OPTION SCHEMES

The Company is presently having three employee stock option schemes viz. Employee Stock Option Scheme 2007 (ESOS 2007), Employee Stock Option Scheme 2008 (ESOS 2008) and Employee Stock Option Scheme 2009 (ESOS 2009). The compensation committee of the board of directors has granted, to the eligible employees / directors of the Company and subsidiary companies 999,000,1,197,750 and 1,485,000 Options pursuant to ESOS 2007, ESOS 2008 and ESOS 2009 respectively. The disclosures in accordance with the provisions of clause 12 of the Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the annexure to this report.

CORPORATE GOVERNANCE AND CODE OF CONDUCT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report and a Report on Corporate Governance are given as annexures to this Report. A certificate from the Statutory Auditors confirming compliance by the Company of the conditions of Corporate Governance as provided in Clause 49 of the Listing Agreement is also annexed to this Report.

Pursuant to the provisions of Clause 49(1 )(D) of the Listing Agreement, your Company has also laid down a Code of Conduct for its Board Members and Senior Management Personnel. All the Directors and the Senior Management Personnel have affirmed compliance with the said Code of Conduct. A declaration by the Whole-time Director regarding compliance by Board Members and Senior Management Personnel with the Code of Conduct for the year ended September 30, 2013 is annexed to this Report.

DIRECTORS

Mr. S. R. Sharma is retiring at the ensuing Annual General Meeting and is eligible for re-appointment. Appropriate resolution for re-appointment is being placed before you for your approval at the ensuing Annual General Meeting. The information on the particulars of Director seeking re-appointment as required under Clause 49 of the Listing Agreement have been given in the Notice of Annual General Meeting in this Annual Report. Your Directors recommend his re-appointment as a Director of your Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

2. they have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS'' REPORT

M/s. Gandhi & Associates, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. Members are requested to re-appoint them as Auditors and to authorise the Board of Directors to fix their remuneration.

Observations made in the Auditors'' Report are self-explanatory.

EMPLOYEES

The particulars of employees required to be furnished under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the reports and accounts are being sent to all the shareholders of the Company excluding the statement of particulars of employees. Any shareholders interested in obtaining a copy may write to the Company at the registered office of the Company.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is not engaged in any manufacturing activity, the disclosures as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy, etc. are not applicable.

During the year, there were no earnings and expenditure in foreign exchange.

LISTING & LISTING FEES

The equity shares of the Company are listed on The Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. Listing fees for the year 2013-14 have been duly paid.

ACKNOWLEDGEMENTS

The Board would like to place on record their appreciation to bankers and shareholders for their continued support to the Company.

For and on behalf of the Board of Directors

Mumbai N. Jayakumar

Dated: February 14, 2014 Managing Director

Dear Members,

The Directors have pleasure in presenting their Twenty-Ninth Annual Report, together with the Audited Accounts for the Year ended March 31, 2011.

(Rs. in lacs)

Year ended Year ended

FINANCIAL RESULTS March 31, 2011 March 31, 2010

Total Income 2,045.60 1,780.17

Administrative and Other Expenditure 529.57 290.90

Loss in Derivatives and Other Transactions (Net) - 41.47

Loss on Sale of Investments (Net) 88.25 -

Diminution in Value of Investments (Net of written-back) 19.01 51.95

Depreciation 21.97 22.02

Interest and Finance charges 863.05 511.53

Profit before Tax 523.75 862.31

Current Tax 100.00 144.00

Income Tax of earlier years 2.67 13.46

Profit after Tax 421.07 704.85

Profit Brought Forward from Previous Year 1,442.05 737.20

Balance Carried to the Balance Sheet 1,863.12 1,442.05

PERFORMANCE REVIEW

During the year under review, there was a turnaround in the economics of developed as well as emerging markets. However, recovery in developed markets have been muted. Central Banks and Governments across the world have provided fiscal and monetary stimulus to stabilize global demand, through the quantitative easing program.

This has caused inflation in emerging countries like India. Reserve Bank of India, has acted prudently by raising rates in order to tame the inflation. As a consequence of high interest rates, GDP growth estimate has even reduced to 7.5% for FY 12 as against earlier estimate of 9%.

The Corporate Finance & Advisory business has gained momentum during the year, however closing of rush transactions became extended due to investors being wary about investments. We believe many of the mandates that we have been working on throughout 2010-11 will start giving fruits in the coming years.

Your Company will strive to consumate several deals in the areas of Private Equity and Corporate Finance in the coming years. Once the International investors focus on mid cap segment, we will be able to close the deals faster.

We see a huge opportunity in Wealth Management franchise and hope to launch new products both in India and overseas markets..

DIVIDEND

The Board of Directors has not recommended any Dividend on Equity Shares for the year under review.

EMPLOYEE STOCK OPTION SCHEMES

The Company is presently having two employee stock option schemes viz. Employee Stock Option Scheme 2007 (ESOS 2007), Employee Stock Option Scheme 2008 (ESOS 2008) and Employee Stock Option Scheme 2009 (ESOS 2009). The compensation committee of the board of directors has granted, to the eligible employees / directors of the Company and subsidiary companies, 999,000, 1,197,750 and 1,300,000 Options pursuant to ESOS 2007, ESOS 2008 and ESOS 2009 respectively. The disclosures in accordance with the provisions of clause 12 of the Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the annexure to this report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

Prime Broking Company (India) Limited (PBCIL) has during the year under review earned revenues of Rs. 836.65 lacs as compared to Rs. 1,168.21 lacs in the previous financial year. This includes Income from Broking Operations, Income from Portfolio Management Services, Profit on Sale of Investments and Interest & Dividend Income. During the year, PBCIL has incurred a net loss after tax of Rs. 25.60 lacs vis-a-vis a net profit after tax of Rs. 289.84 lacs in the previous financial year.

Prime Commodities Broking (India) Limited (PCBIL) was incorporated in 2006 to carry on broking and other related activities in the commodities markets. PCBIL did not undertake any activities during 2010-2011. During the year under review, PCBIL earned revenues of Rs. 2.90 lacs as compared to Rs. 4.38 lacs in the previous financial year. The net profit after tax for the year ended March 31, 2011 amounted to Rs. 1.64 lacs as against net profit after tax of Rs. 3.01 lacs in the previous financial year.

Primesec Investments Limited (PIL) was incorporated in November 2007 to carry on Non-Banking Financial Companies (NBFC) activities. During the year under review, PCBIL earned revenues of Rs. 613.27 lacs as compared to Rs. 54.38 lacs in the previous financial year. This includes Gain on Sale of Investments and Interest & Dividend Income. The net loss after tax for the year ended March 31, 2011 amounted to Rs. 107.81 lacs as against net profit after tax and adjustments of Rs. 611.54 lacs in the previous financial year.

Prime Research & Advisory Limited (PRAL) did not undertake any activities during 2010-2011.

A statement pursuant to Section 212 of the Companies Act, 1956 relating to the Subsidiary Companies is annexed.

In terms of the general permission granted by the Government of India, Ministry of Corporate Affairs, New Delhi u/s212 (8) of the Companies Act, 1956 vide its circular no. 51/12/2007-CL-lll dated February 8, 2011, copies of the Balance Sheet, Profit & Loss Account, Director's Report and Auditor's Report of all the Subsidiary Companies have not been attached to the Balance Sheet of the Company as at March 31, 2011. However, as directed by the said approval, the financial data of the Subsidiary Companies have been disclosed under "Subsidiary Companies Particulars" forming part of the Annual Report. The annual accounts of the Subsidiary Companies and the related detailed information will be made available to the holding and subsidiary companies investors seeking such information at any point of time. The annual accounts of the Subsidiary Companies will also be kept open for inspection by any investor at the Registered Office of the Company and that of the Subsidiary Companies concerned.

As required under the Listing Agreement with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statement has been prepared in accordance with Accounting Standards issued by the Institute of Chartered Accountants of India and shows the financial information of the Company and its subsidiaries as a single entity, after elimination of minority interest.

CORPORATE GOVERNANCE AND CODE OF CONDUCT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report and a Report on Corporate Governance are given as annexures to this Report. A certificate from the Pramod Shah & Associate, Practising Company Secretaries, confirming compliance by the Company of the conditions of Corporate Governance as provided in Clause 49 of the Listing Agreement is also annexed to this Report.

Pursuant to the provisions of Clause 49(1 )(D) of the Listing Agreement, your Company has also laid down a Code of Conduct for its Board Members and Senior Management Personnel. All the Directors and the Senior Management Personnel have affirmed compliance with the said Code of Conduct. A declaration by the Whole-time Director regarding compliance by Board Members and Senior Management Personnel with the Code of Conduct for the year ended March 31, 2011 is annexed to this Report.

DIRECTORS

During the year, Mr. S. R. Sharma, Mr. N. Jayakumar and Mr. Anil Dharker were inducted on the Board as an Additional Directors w.e.f. January 25, 2011, February 25, 2011 and May 28, 2011. They hold office as an Additional Directors till the conclusion of the ensuing Annual General Meeting. Mr. N. Jayakumar has been designated as Managing Director, subject to approval of the shareholders at the ensuing annual general meeting. During the year, Mr. Arun Shah, resigned as Chairman of the Company w.e.f. January 25, 2011 and the Directors place on record their appreciation of the services rendered by him during his tenure as Chairman of the Company. Subsequent to the resignation of Mr. Arun Shah, Mr. Pradip Dubhashi has been designated as a Chairman of the Company. Mr. Pradip Dubhashi is retiring at the ensuing Annual General Meeting and is eligible for re-appointment. Appropriate resolution for appointment and re-appointment are being placed before you for your approval at the ensuing Annual General Meeting. The information on the particulars of Director seeking re-appointment as required under Clause 49 of the Listing Agreement have been given in the Notice of Annual General Meeting in this Annual Report. Your Directors recommend their appointment as a Director of your Company.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

2. they have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the annua! accounts on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITIES

As a part of corporate social responsibilities, during the year under review, the Company has donated an amount of Rs. t ,708,000/- to various organisation for support to children education, protection, survival and many more things to benefit them. These are the world's leading independent organization for children that works to inspire breakthroughs in the way the world treats children to achieve immediate and lasting change in their lives.

AUDITORS AND AUDITORS' REPORT

M/s. Gandhi & Associates, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. Members are requested to re-appoint them as Auditors and to authorise the Board of Directors to fix their remuneration.

Observations made in the Auditors' Report are self-explanatory.

EMPLOYEES

The particulars of employees required to be furnished under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219(1) (b)(iv) of the Companies Act, 1956, the reports and accounts are being sent to all the shareholders of the Company excluding the statement of particulars of employees. Any shareholders interested in obtaining a copy may write to the Company at the registered office of the Company.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is not engaged in any manufacturing activity, the disclosures as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy, etc. are not applicable.

During the year, there were no earnings and expenditure in foreign exchange.

LISTING & LISTING FEES

The equity shares of the Company are listed on The Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. Listing fees for the year 2011-12 have been duly paid.

ACKNOWLEDGEMENTS

The Board would like to place on record their appreciation of the contributions made by every employee of the Company. The Board would like to thank the bankers, shareholders for their continued support to the Company.

For and on behalf of the Board of Directors

Mumbai N. Jayakumar

Dated: August 6, 2011 Managing Director

The Directors have pleasure in presenting their Twenty-Eighth Annual Report, together with the Audited Accounts for the Year ended March 31, 2010.

(Rs. in lacs)

FINANCIAL RESULTS Year ended Year ended March 31, 2010 March 31, 2009

Total Income 1,780.17 178.14

Administrative and Other Expenditure 290.90 638.44

Loss in Derivatives and Othe r Transactions (Net) 41.47 -

Loss on Sale of Investments (Net) - 503.58

Diminution in Value of Investments (Net of written-back) 51.95 1,215.42

Depreciation 22.02 22.97

Interest 511.53 16.27

Profit before Tax 862.31 (2,218.55)

Current Tax 144.00 - Fringe Benefit Tax - 3.37

Profit after Tax 718.31 (2,221.91)

Prior Period Adjustments - Tax 13.46 -

Net Profit after Adjustment 704.85 (2,221.91)

Profit Brought Forward from Previous Year 737.20 2,959.11

Balance Carried to Balance Sheet 1,442.05 737.20

PERFORMANCE REVIEW

During the year under review, world financial markets started stabilizing due to pumping in of huge liquidity by central banks of various countries, thereby arresting recessionary trends. Fears are being expressed if high level of liquidity at low interest rates would lead to higher iinfation. Indian markets have improved significantly during the year under review and Companies have shown strong financial performance during the period. Earnings growth has been significant for most of Companies.

Total revenues of your Company for the year under review were Rs. 1,780.17 lacs as compared to Rs. 178.14 lacs in the previous year and net profit after tax and adjustments amounted to Rs. 704.85 lacs as against net loss after tax and adjustments of Rs. 2,221.91 lacs in the previous year.

For the year ended March 31, 2010, the consolidated revenues for the Group as a whole was Rs. 3,010.09 lacs as compared to Rs. 834.69 lacs in the previous financial year and consolidated net profit after tax and other adjustments was Rs. 377.62 lacs against net loss after tax and adjustments of Rs. 2,521.89 lacs for the previous financial year.

DIVIDEND

The Board of Directors has not recommended any Dividend on Equity Shares for the year under review.

EMPLOYEE STOCK OPTION SCHEMES

The Company is presently having two employee stock option schemes viz. Employee Stock Option Scheme 2007 (ESOS 2007) and Employee Stock Option Scheme 2008 (ESOS 2008). The compensation committee of the board of directors has granted, to the eligible employees / directors of the Company and subsidiary companies, 9,99,000 and 11,97,750 Options pursuant to ESOS 2007 and ESOS 2008 respectively. The disclosures in accordance with the provisions of clause 12 of the Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the annexure to this report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

Prime Broking Company (India) Limited (PBCIL) has during the year under review earned revenues of Rs. 1,168.21 lacs as compared to Rs. 685.35 lacs in the previous financial year. This includes Income from Broking Operations, Income from Portfolio Management Services, Profit on Sale of Investments and Interest & Dividend Income. During the year, PBCIL has earned a net profit after tax and other adjustments of Rs. 289.84 lacs vis-à-vis a net loss after tax and other adjustments of Rs. 285.26 lacs in the previous financial year.

Prime Commodities Broking (India) Limited (PCBIL) was incorporated in 2006 to carry on broking and other related activities in the commodities markets. PCBIL did not undertake any activities during 2009-2010. During the year under review, PCBIL earned revenues of Rs. 4.38 lacs as compared to Rs. 2.52 lacs in the previous financial year. The net profit after tax and adjustments for the year ended March 31, 2010 amounted to Rs. 3.01 lacs as against net loss after tax and adjustments of Rs. 0.68 lacs in the previous financial year.

Primesec Investments Limited (PIL) was incorporated in November 2007 to carry on Non-Banking Financial Companies (NBFC) activities. During the year under review, PCBIL earned revenues of Rs. 54.38 lacs as compared to Rs. 14.46 lacs in the previous financial year. This includes Income from Trading, Profit on Sale of Investments and Interest & Dividend Income. The net loss after tax and adjustments for the year ended March 31, 2010 amounted to Rs. 611.54 lacs as against net profit after tax and adjustments of Rs. 8.85 lacs in the previous financial year.

Prime Research & Advisory Limited (PRAL) did not undertake any activities during 2009-2010.

A statement pursuant to Section 212 of the Companies Act, 1956 relating to the Subsidiary Companies is annexed.

In terms of the approval granted by the Government of India, Ministry of Corporate Affairs, New Delhi u/s 212 (8) of the Companies Act, 1956 vide its letter no. 47/629/2010-CL-III dated July 1, 2010, copies of the Balance Sheet, Profit & Loss Account, Directors Report and Auditors Report of all the Subsidiary Companies have not been attached to the Balance Sheet of the Company as at March 31, 2010. However, as directed by the said approval, the financial data of the Subsidiary Companies have been disclosed under “Subsidiary Companies Particulars” forming part of the Annual Report. The annual accounts of the Subsidiary Companies and the related detailed information will be made available to the holding and subsidiary companies investors seeking such information at any point of time. The annual accounts of the Subsidiary Companies will also be kept open for inspection by any investor at the Registered Office of the Company and that of the Subsidiary Companies concerned.

As required under the Listing Agreement with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statement has been prepared in accordance with Accounting Standards issued by the Institute of Chartered Accountants of India and shows the financial information of the Company and its subsidiaries as a single entity, after elimination of minority interest.

CORPORATE GOVERNANCE AND CODE OF CONDUCT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report and a Report on Corporate Governance are given as annexures to this Report. A certificate from the Pramod Shah & Associate, Practising Company Secretaries, confirming compliance by the Company of the conditions of Corporate Governance as provided in Clause 49 of the Listing Agreement is also annexed to this Report.

Pursuant to the provisions of Clause 49(1)(D) of the Listing Agreement, your Company has also laid down a Code of Conduct for its Board Members and Senior Management Personnel. All the Directors and the Senior Management Personnel have affirmed compliance with the said Code of Conduct. A declaration by the Whole-time Director regarding compliance by Board Members and Senior Management Personnel with the Code of Conduct for the year ended March 31, 2010 is annexed to this Report.

DIRECTORS

Mr. Pradip Dubhashi is retiring at the ensuing Annual General Meeting and is eligible for re-appointment. Appropriate resolution for his reappointment is being placed before you for your approval at the ensuing Annual General Meeting. The information on the particulars of Director seeking re-appointment as required under Clause 49 of the Listing Agreement have been given in the Notice of Annual General Meeting in this Annual Report. Your Directors recommend his re-appointment as a Director of your Company

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

2. they have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITIES

As a part of corporate social responsibilities, during the year under review, the Company has donated an amount of Rs. 250,000/- to EXNORA International Foundation, an organisation based in Chennai, which is a voluntary, not for profit organization, committed to environmental protection through peoples participation.

The Company has further donated an amount of Rs. 486,000/- to “Save the Children”, an organisation based in New Delhi, for support to children education, protection, survival and many more things to benefit them. It is the worlds leading independent organization for children that works to inspire breakthroughs in the way the world treats children to achieve immediate and lasting change in their lives.

AUDITORS AND AUDITORS REPORT

M/s. Gandhi & Associates, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. Members are requested to re-appoint them as Auditors and to authorise the Board of Directors to fix their remuneration.

Observations made in the Auditors Report are self-explanatory.

EMPLOYEES

The particulars of employees required to be furnished under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219(1) (b)(iv) of the Companies Act, 1956, the reports and accounts are being sent to all the shareholders of the Company excluding the statement of particulars of employees. Any shareholders interested in obtaining a copy may write to the Company at the registered office of the Company.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN ExCHANGE EARNINGS AND OUTGO

Since the Company is not engaged in any manufacturing activity, the disclosures as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy, etc. are not applicable.

During the year, there were no earnings and expenditure in foreign exchange.

LISTING & LISTING FEES

The equity shares of the Company are listed on The Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. Listing fees for the year 2010-11 have been duly paid.

ACKNOWLEDGEMENTS

The Board would like to place on record their appreciation of the contributions made by every employee of the Company. The Board would like to thank the bankers, shareholders for their continued support to the Company.

For and on behalf of the Board of Directors

Mumbai R. Ramachandran

Dated: July 29, 2010 Whole-time Director