To the Members of Prime Securities Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Prime Securities Limited (‘the Company’), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (‘the Act’) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind AS’) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those standards are further described
in the “Auditor’s Responsibilities for the Audit of the Standalone Financial Statements” section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw attention to Note 6 of the accompanying standalone financial statements that explains the reasons for the company not making the additional provision in view of the reasons mentioned in the aforesaid note.
Our opinion is not modified with respect to this emphasis of matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report:
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Key audit matter
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How our audit addressed the key audit matter
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Revenue Recognition
We refer to the Company’s material
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Our audit procedures to address this key audit matter included, but were not limited to, the following:
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accounting policies in note 2(b) and
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Ý Evaluated the appropriateness of the Company’s
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the revenue related disclosure in note 39 of the standalone financial
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accounting policy for revenue recognition;
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statements.
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Ý Evaluated the design and operating effectiveness of
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The Company’s revenue from
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key controls over the revenue recognition process; and
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operations arises from merchant
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Ý For the revenue contracts entered by the Company,
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banking and advisory services, which mainly includes Corporate
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the following procedures were performed:
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and Fi nan ci al A d vi s o ry s ervi c e s,
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» Obtained and inspected mandates, with respect
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arranging long term finance and
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to the key contractual terms entered by the
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raising equity funds.
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Company with the customer and evaluated the
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Recognition of revenue is based
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appropriateness of the accounting treatment
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upon the satisfaction of performance
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assessed by the management;
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obligations upon transfer of control
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» Evaluated whether the performance obligations
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of promised services to customers
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and service delivery obligations as per the terms
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consideration the Company is
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of the engagement appear to be satisfied by the
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contractually expected to receive in
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Company to the extent of revenue recognised, by
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exchange for those services as set
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performing enquiry with the management and
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forth under the terms of engagement. Identification of the various
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inspecting supporting documents evidencing completion of such work;
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performance obligations within
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» Tested invoices, on sample basis, raised in
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the contract and allocation of
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relation to the advisory services and traced the
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consideration to these performance
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receipt of money in respect of such invoices to
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obligations, is complex and requires
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the bank statements. Accounting of unbilled
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significant management judgement.
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revenue was verified with invoices issued in
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Considering the materiality of
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subsequent period; and
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amounts involved, significant
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» Performed cut-off testing for samples of
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judgements, this has been identified
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revenue transactions recorded before and after
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as a key audit matter in respect of
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the financial year end date by comparing with
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standalone financial statements.
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relevant underlying documentation to assess whether the revenue was recognized in the correct period.
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Valuation of unquoted investments
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Our audit procedures in relation to valuation of unquoted
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carried at fair value
Refer note 2(g) for material
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investments with the involvement of our valuation experts included, but were not limited to the following:
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accounting policies and note 8 of
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• Obtained an understanding of Company’s business
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standalone financial statements
As at March 31, 2025, the Company
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model and its assessment in accordance with Ind AS 109 for classification and valuation of its investments;
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held unquoted investments carried at
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• Obtained a detailed understanding of the
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fair value amounting to H 11,367 lacs
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management’s process and controls for determining the
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which represents 57 % of the total
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fair valuation of these investments. The understanding
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assets of the Company as at March
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was obtained by performance of walkthroughs which
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31, 2025.
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included inspection of documents produced by the Company including its valuation policy and discussion with those involved in the process of valuation;
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Key audit matter
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How our audit addressed the key audit matter
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The aforesaid investments are not
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Ý
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Evaluated the design and tested the operational
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traded in the active market. These
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effectiveness of relevant key controls over the
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investments are fair valued using
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valuation process, including the Company’s review
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Level 2 and Level 3 inputs. The fair
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and approval of the estimates and assumptions used
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valuation of Level 3 investments
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for the valuation including key authorization and
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appointed independent valuation
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data input controls, independent price verification
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specialist. The process of computation
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performed by the management expert;
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of fair valuation of Level 3 investments
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Obtained and evaluated for reasonableness, the
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includes use of unobservable inputs
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market observable inputs used by the management
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and management judgements and
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for valuation of Level 2 investments;
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estimates which are complex.
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Obtained the valuation reports issued by the
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The key assumptions underpinning
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management’s expert and assessed the expert’s
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management’s assessment of fair
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competence, objectivity and independence in
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value of Level 3 investments, include
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performing the valuation of Level 3 investments;
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application of liquidity discounts, calculation of discounting rates
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Performed a reasonableness test on the valuation
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and the estimation of projections of
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reports provided by Management by carrying out
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revenues, projections of future cash
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following procedures:
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flows and growth rates.
The valuation of these investments was considered to be one of the
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Analyzed financial performance of the investee company from the the date of investment till the valuation date.
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areas which required significant
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Applied calibration to price of recent Investment
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auditor attention and was one of
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methodology in assessing the impact if any on
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the matters of most significance in
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the valuation of investee company as on the
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the standalone financial statements
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valuation date.
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due to the materiality of total value of investments to the standalone
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Screened for comparable companies / comparable
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financial statements and the
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transactions (wherever transaction data was
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complexity involved in the valuation
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available) for each of the investee companies.
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of these investments.
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Ensured the appropriateness and sufficiency of the carrying value of these investments in the standalone financial statements and the gain or loss recognized in the standalone financial statements as a result of such fair valuation;
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Ensured the appropriateness of the disclosures in accordance with the applicable accounting standards; and
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Obtained written representations from the management and those charged with governance whether they believe significant assumptions used in valuation of the investments are reasonable.
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Information other than the Standalone Financial Statements and Auditor’s Report thereon
The Company’s Board of Directors are responsible for the preparation of the other
information. The other information comprises the information included in the director’s report, management discussion and analysis and corporate governance report but does not include the standalone financial statements and our auditor’s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and those Charged with Governance for the Standalone Financial Statements
The accompanying standalone financial statements have been approved by the Company’s Board of Directors. The Company’s Board of Directors are responsible for the preparation and presentation of these standalone financial statements in term of the requirements of the Companies Act, 2013 (the “Act”) that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The management and the Board of Directors and Those Charged with Governance is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Ý Identify and assess the risks of material misstatement of the standalone financial
statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
Ý Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls;
Ý Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
Ý Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern; and
Ý Evaluate the overall presentation, structure
and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the year ended March 31, 2025, and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
The standalone financial statements of the Company for the year ended March 31, 2024 were audited by the predecessor auditor and has issued unmodified report vide report dated April 25, 2024.
Our opinion is not modified in respect of these other matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order’) issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable
2. As required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c) The Balance Sheet, The Statement of Profit & Loss, The Statement of Changes in Equity and The Statement of Cash Flows dealt with by this report are in agreement with the books of account;
d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;
e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of section 164(2) of the Act;
f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company as on March 31, 2025 and the operating effectiveness of such controls, refer to our separate report in Annexure B ;
g) With respect to the matters to be included in the Auditor’s Report in accordance with the section 197(16) of the Act, in our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provision of section 197 of the Act. and
h) With respect to the other matters to be included in the Auditor’s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:
i. The Company, as detailed in note 32 to the standalone financial statements, has disclosed the impact of pending litigations on
its financial position as at March
31, 2025;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at March 31, 2025;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2025;
iv. a. The management has
represented that, to the best of its knowledge and belief, other than as disclosed in note 50(b) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person or entity, including foreign entities (‘the intermediaries’),
with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘the Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;
b. The management has represented that, to the
best of its knowledge and belief, as disclosed in note 50(a) to the standalone financial statements, no funds have been received by the Company from any person or entity, including foreign entities (‘the Funding Parties’), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c. Based on such audit procedures performed as considered reasonable
and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.
v. As stated in note 49 to the accompanying standalone
financial statements, the Board of Directors of the Company have proposed final dividend for the year ended March 31, 2025 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration
of dividend. Further, the final dividend paid by the Company during the year ended March 31, 2025 in respect of such dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.
vi. In our opinion and based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account for the financial year ended
March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. And the accounting software has facility to preserve audit trail (edit log) as per statutory requirement of record retention.
For Sharp & Tannan Associates
Chartered Accountants Firm’s registration no.: 109983W by the hand of
Tirtharaj Khot
Partner
Membership no.: (F) 037457
Mumbai, April 24, 2025 UDIN: 25037457BMMBFN8036
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