DIRECTORS' REPORT

The Directors present the Thirty Fourth Annual Report together
with the Audited Statement of Accounts of the Company for
the year ended March 31, 2026.

FINANCIAL RESULTS (STANDALONE)

The Company's financial performance (standalone) for the
year ended March 31, 2026 is summarised below :

RESERVES

During the financial year, there was no amount proposed to be
transferred to the Reserves.

DIVIDEND

In compliance with the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 (‘SEBI LODR'), the Board
of Directors of the Company has approved a Dividend
Distribution Policy. The objective of the policy is to lay down
the criteria to be considered by the Board of Directors before
recommending dividend to its shareholders for a financial year
and to provide clarity to stakeholders on the profit distribution
of the Company. The Board shall consider distribution of
profits in accordance with the business strategies, provisions
of the applicable regulations and seek to balance the benefit
to shareholders of the Company with the comparative
advantages of retaining profits in the Company which would
lead to greater value creation for all stakeholders.

The Dividend Distribution Policy is uploaded on the Company's
website at https://www.prismjohnson.in/wp-content/uploads
/2023/01/Dividend-Distribution-Policy.pdf.

The Board of Directors, after considering the overall
circumstances and keeping in view the Company's Dividend
Distribution Policy, has decided that it would be prudent not to
recommend any dividend for the year under review.

OPERATIONS

During the year, Company's standalone revenue increased
by 8.7% to ' 7,307.36 Crores as against ' 6,725.69 Crores for
the previous year driven by improved performance across all
business. EBITDA improved by 63.9% to ' 651.73 Crores during
the year from ' 397.59 Crores in the previous year, supported
by better operational efficiencies and stronger profitability
across all business. Net profit after tax for the year declined to
' 55.99 Crores as against ' 102.19 Crores in the previous year.

During the year, the Company recognised exceptional income
of ' 32.88 Crores on a standalone basis, primarily arising
from strategic asset monetisation initiatives, partially offset by
impairment provisions relating to investment in Raheja QBE
General Insurance Company Limited, a material subsidiary
of the Company, and towards implementation of new labour
codes and other one-time adjustments. In the previous year,
the standalone financial results included exceptional income
of ' 145.86 Crores, primarily arising from profit on sale of a part
of the industrial premises of HRJ at Pen (Maharashtra).

During the year, the Company's consolidated revenue from
continuing operations increased by 8.4% to ' 7,380.62 Crores
as against ' 6,811.45 Crores for the previous year. Consolidated
EBITDA from continuing operations improved by 24.5% to
' 693.29 Crores from '455.67 Crores in the previous year. Net
profit from continuing operations for the period improved to
' 105.46 Crores as against ' 92.96 Crores in the previous year.

Prism Cement

During the year, Prism Cement delivered a strong improvement
in both operational and financial performance, with revenue
increasing by 12.7% to ' 3,405.10 Crores, supported by higher
sales volumes. Cement and clinker volumes increased from
6.6 million tonnes in 2024-25 to 7.4 million tonnes in 2025-26.
EBITDA increased sharply by 72.1% to ' 401.58 Crores during the
year from ' 233.38 Crores in the previous year, while EBITDA
per tonne improved from ' 351 in 2024-25 to ' 543 in 2025-26,
driven by disciplined cost management and operational
efficiencies.

The share of premium products comprising ‘Champion Plus',
‘Champion Duratech' and ‘Champion All Weather' increased
to 54% of total cement sales volume in 2025-26 as against
42% in 2024-25. Average lead distance reduced to 362 km in
2025-26 from 376 km in 2024-25.

During the year, the Company continued to strengthen its
sustainability initiatives with focus on fuel efficiency, renewable
energy usage and carbon reduction. Prism Cement progressed
on implementation of its Alternative Fuel and Raw Material
(‘AFR') project. Greenhouse gas (‘GHG') emissions reduced to
598 kg CO₂ per tonne in 2025-26 as compared to 607.5 kg
CO₂ per tonne in 2024-25.

H & R Johnson (India) [HRJ]

During the year, HRJ delivered resilient performance despite
operational disruptions in Morbi arising from the Middle East
crisis. HRJ's consolidated revenue increased by 2.3% to
' 2,447.14 Crores in 2025-26 from ' 2,392.55 Crores in 2024¬
25, supported by growth in both tiles and bath businesses.
EBITDA increased during the year by 27.7% to ' 178.70 Crores
from ' 139.92 Crores in the previous year, while EBITDA margin
improved from 5.8% to 7.3%, aided by operating leverage and
cost efficiencies.

During the year, HRJ continued to strengthen its brand visibility
through multimedia advertising campaigns and expanded
focus on premium and differentiated products. The share of
GVT products in tiles sales volume increased to 27% from 25%
in the previous year. During the year, the business operated
at capacity utilisation of around 66.2% providing meaningful
headroom for future operating leverage.

During the year, HRJ continued its focus on plant rationalisation
and modernisation initiatives to improve operational
efficiencies and strengthen product mix. The Company also
continued to expand its bath division by leveraging the strong
Johnson brand, established distribution network and dealer
relationships across markets.

Prism RMC

During the year, Prism RMC delivered a strong improvement
in financial performance, driven primarily by growth in
the Commercial Concrete segment and better operating
efficiencies. Prism RMC's consolidated revenue increased by
9.6% to ' 1,551.38 Crores in 2025-26 from ' 1,414.91 Crores
in 2024-25. During the year, EBITDA increased by 37.2% to
' 113.01 Crores from ' 82.37 Crores in 2024-25, while EBITDA
margin improved from 5.8% to 7.3%.

During the year, overall volumes declined due to lower
volumes in the Mega Projects segment, primarily attributable
to the transition in the business model and changes in the
operating approach. Following completion of the transition,
the Mega Projects business witnessed strong sequential
quarterly growth, supported by a robust project pipeline and a
more disciplined project selection strategy. The Mega Projects
order book stood at approximately 13.5 Lakhs cubic meters at
the end of the year.

Key operational focus areas for Prism RMC continue to include
enhancing plant utilisation levels to improve profitability,
optimising fleet and pump efficiency, strengthening delivery
effectiveness and increasing the share of value-added
products. The share of value-added products in Commercial
Concrete volumes increased to 29% in 2025-26 from 19%
in 2024-25.

FINANCE

The Company is focused on strategic growth by means of
enhanced volume, cost optimization and efficient project
execution and is leveraging cost efficiency to improve margins.
In view of future outlook, growth targets and prospects and
further in order to augment long term resources, ensuring
long term viability, growth including meeting long term capital
expenditure and working capital requirement, reduction of high
cost debt and for general corporate purposes and to ensure
enhancing the Shareholder value, the Board of Directors of the
Company at its meeting held on August 7, 2025 had, subject to
approval of shareholders of the Company, approved proposal
of raising of funds upto ' 500 Crores by issue of further
securities, in one or more tranches, at such price or prices, at
a discount or premium to market price or prices, as permitted
under applicable laws.

As per the applicable provisions of the Companies Act, 2013 &
Rules and SEBI Regulations, the shareholders of the Company
had approved the fund raising proposal with requisite majority
by passing a special resolution through postal ballot on
September 20, 2025.

The Company has been actively discussing with various
eligible investors for fund raising. Considering responses
received from eligible investors and upon review of operating
performance of the Company of past quarters coupled with
present macroeconomic challenges and disruption in the
Indian primary market, the Company will evaluate fund raising
once operating performance improve further and revival of
sentiment in Indian primary market.

In terms of the provisions of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 the shareholder
resolution will be valid for a period of 365 days (12 months)
from the date of passing of the special resolution. To enable
the Company to pursue fund raising opportunities, it is
proposed to seek shareholders approval for raising of funds
not exceeding ' 500 Crores by issuance of securities.

The Company has prepaid long term loans (excluding NCDs)
of ' 253.14 Crores and tied-up fresh long term loans of
' 310.69 Crores during the year under review to finance, inter
alia, ongoing long term working capital and reimbursement of
capital expenditure. The loans were used for the purpose they
were sanctioned by the respective banks/financial institutions.
Further refer Note No. 2.14 of Standalone Financial Statements
for details of NCDs.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND

During the year under review and pursuant to the provisions of
Sections 124 and 125 of the Companies Act, 2013 read with the
Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules'), the
Company had transferred the unpaid/unclaimed interim
dividend for the year 2018-19 amounting to ' 14,59,761.50 and
relevant 10,37,421 equity shares to the Investor Education and
Protection Fund (‘IEPF') Authority.

The Company has uploaded details of shares as well as
unclaimed dividends transferred to IEPF on the website of the
Company at https://www.prismjohnson.in/investors/iepf. Both,
the unclaimed dividends and the shares transferred to the
IEPF Authority can be claimed by the concerned shareholders/
claimants from IEPF Authority after complying with the
procedure prescribed under the IEPF Rules.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES

The highlights of performance of subsidiaries, associates and
joint venture companies during the financial year is as under :

Raheja QBE General Insurance Company Limited (‘RQBE’) :

During the year, the Company has acquired 1,68,17,073 equity
shares of ' 10/- each at a premium of ' 5.17 per equity share
aggregating ' 25,51,14,997.41 and 2,39,09,000 equity shares of
' 10 each at a premium of ' 6 per equity share aggregating to
' 38,25,44,000 offered by RQBE on a rights basis. There is no
change in shareholding percentage of the Company in RQBE
pursuant to such acquisition.

Further, with a view to enhancing stakeholders value and
enabling the Company to consolidate its resources for its core
businesses and pursuant to the Government's liberalization
measures in the insurance sector, the Board of Directors of
your Company at its meeting held on March 2, 2026 had
decided to divest its entire equity shareholding in RQBE, a
material unlisted subsidiary of the Company, representing 51%
of total paid-up equity share capital of RQBE on a fully diluted
basis, in favour of QBE Holdings (AAP) Pty Limited (‘QBE'), a
joint venture partner in RQBE, for a value of ' 324 Crores. The
total consideration to be received by the Company from the
proposed divestment is subject to certain adjustments on the
completion of the transaction, in the manner set out in the
Share Purchase Agreement entered into by the Company
with QBE.

The completion of the proposed divestment is subject to
completion of the conditions precedent set out in the Share
Purchase Agreement, including receipt of requisite approvals
of the shareholders of the Company and approval of the
Insurance Regulatory and Development Authority of India
(‘IRDAI').

The Company has obtained approval of its shareholders for
the proposed divestment of entire stake in RQBE through a
special resolution passed by way of postal ballot on April 17,
2026, with requisite majority, in compliance with provisions
of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. RQBE
has obtained approval from the IRDAI for transfer of entire
shareholding of 51% of the paid-up equity share capital of
RQBE, held by the Company to QBE.

Consummation of the proposed transaction will result in the
termination of the Company's joint-venture with Australia's
QBE Group in the general insurance business in India as
well as the existing shareholders' agreement executed
between the Company and QBE. Further, upon completion
of the divestment, RQBE will cease to be a subsidiary of the
Company.

Samini Ceramics Limited (‘Samini’) (Formerly known as
Sentini Cermica Limited) :

During the year, the Company has subscribed 4,96,80,000
equity shares of ' 10/- each at par, aggregating to
' 49,68,00,000/- offered by Samini on a right basis.

Pursuant to the aforesaid acquisition, the shareholding of the
Company in Samini increased from 50% to 90% on a fully
diluted basis and Samini has become a subsidiary of the
Company.

Venkataramiah Tile Bath Kitchen Private Limited
('Venkataramiah') (Formerly known as TBK Venkataramiah
Tile Bath Kitchen Private Limited), Samiyaz Tile Bath Kitchen
Private Limited ('Samiyaz') (Formerly known as TBK Samiyaz
Tile Bath Kitchen Private Limited) and Tescon Buildcon
Private Limited (‘Tescon’) (Formerly known as TBK Rangoli
Tile Bath Kitchen Private Limited) :

Venkataramiah, Samiyaz and Tescon, the wholly owned
subsidiaries of the Company, were non-operative and not
carrying on any business operations for a period of more than
two immediately preceding financial years and there was no
intention to do any business or commercial activity as laid
down in the main objects of their Memorandum of Association
in future. With a view to streamline the group structure and
to reduce the ongoing cost to administer such non-operative
companies, the Board of Directors of your Company had
decided to divest its entire shareholding in these wholly owned
subsidiaries at a book value/mutually agreed consideration.

Accordingly, the Company has divested its entire shareholding
in these wholly owned subsidiary companies for an aggregate
consideration of ' 10,90,442/- (Venkataramiah - ' 4,31,932/-,
Samiyaz - ' 6,48,510/- & Tescon - ' 10,000/-).

Consequent to such divestment, Venkataramiah, Samiyaz
and Tescon ceased to be wholly owned subsidiaries of the
Company with effect from March 30, 2026.

ReNew Green (MPR Two) Private Limited (‘ReNew’) :

With an intent to reduce the cost of energy by using alternate
source of energy, your Company had made an investment of
' 7.28 Crores representing 45% of the total equity capital of
ReNew, a special purpose vehicle, for development of 24 MW
captive wind power project for supply to the cement plant of
the Company at Satna, Madhya Pradesh.

Pursuant to material breach of terms of the Power Consumption
Agreement (‘PCAj by ReNew, the Company has terminated
the PCA with ReNew having value of ~ ' 7.28 Crores with effect
from May 30, 2025. As per the terms of the PCA, the Share
Subscription and Shareholders Agreement ('SSSHA') entered
with ReNew dated May 30, 2023 also stood terminated, being
co-terminus with PCA.

Consequent to the termination of the above agreements, ReNew
ceased to be an associate of the Company with effect from
May 30, 2025 as per Indian Accounting Standards (‘Ind AS').

Following the termination, the Company had invoked and
encashed the Performance Bank Guarantee (‘PBG') amounting
to ' 7.28 Crores in accordance with the terms of the PCA. As
all efforts to amicably resolve the dispute reached an impasse,
both parties have initiated arbitration proceedings.

Post termination of the above agreements, the Company has
also exercised its Put Option towards its investment worth
' 7.28 Crores under the SSSHA, which has been disputed by
ReNew Green Energy Solutions Pvt. Ltd., the holding company
of ReNew. With a view to explore an amicable resolution, the
parties have mutually agreed to initiate mediation proceedings
before ‘SAMADHAN' - Delhi High Court Mediation &
Conciliation Centre. Arbitration rights remain reserved in case
mediation does not result in an amicable settlement. The
Company believes it has strong case on merits and is likely to
succeed in the matter.

There has been no material change in the nature of the
business of other subsidiaries, joint ventures and associates
during the year under review.

A statement providing details of performance and salient
features of the financial statements of subsidiary/associate/
joint venture companies for the year ended March 31, 2026,
as per Section 129(3) of the Act, is provided in Form AOC-1
attached to the consolidated financial statement and therefore
not repeated in this Report to avoid duplication.

The Company has formulated a policy for determining material
subsidiary, which is available on the website of the Company
at https://www.prismjohnson.in/wp-content/uploads/2025/02/
Policy-on-Material-Subsidiaries.pdf.

CONSOLIDATED FINANCIAL STATEMENT

The audited consolidated financial statement of the Company,
prepared in accordance with the Act and the applicable Indian
Accounting Standards, along with all relevant documents and
the Auditors' Report thereon form part of this Annual Report.

The separate audited financial statements in respect of each
subsidiary company are also available on the website of the
Company at https://www.prismjohnson.in/subsidiary-annual-
accounts/.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on March 31, 2026, your Company's Board consist of
nine Directors comprising of a Managing Director, three
Executive Directors, two Non-executive Directors and three
Non-executive Independent Directors including one Woman
Independent Director. The details of Board and Committee
composition, tenure of directors, and other details are available
in the Corporate Governance Report, which forms part of this
Annual Report.

As a succession planning strategy and based on the
recommendation of the Nomination and Remuneration
Committee and the Board of Directors, Mr. Sanjaykumar

Shivajee Roy (DIN : 10174959), who was appointed as Chief
Executive Officer (RMC) in March 2025, has been appointed
as Whole-time Director designated as Executive Director
& CEO (RMC) of the Company w.e.f. March 2, 2026 by the
shareholders of the Company by passing a special resolution
with requisite majority through postal ballot on April 17, 2026.

Pursuant to Section 152 of the Act, Mr. Vijay Aggarwal and
Mr. Raakesh Jain, Directors of the Company, retire by rotation at
the forthcoming Annual General Meeting of the Company and
being eligible, have offered themselves for re-appointment. The
Board of Directors, on the recommendation of the Nomination
& Remuneration Committee, has recommended their re¬
appointment. As required, the requisite details of Directors
seeking re-appointment are included in Notice of AGM.

The Company has received declarations from Dr. Raveendra
Chittoor, Mr. Joseph Conrad Agnelo D'Souza & Ms. Ravina
Rajpal, the Independent Directors of the Company, confirming
that they meet the criteria of independence as prescribed
both under sub-section (6) of Section 149 of the Act and under
the SEBI LODR. In the opinion of the Board, the Independent
Directors possess the requisite expertise and experience and
are persons of high integrity and repute.

The terms and conditions of appointment of the Independent
Directors are placed on the website of the Company
https://www.prismjohnson.in/wp-content/uploads/2023/01/
Appointment-Letter-of-Independent-Director.pdf.

The details of familiarisation programme for Independent
Directors have been disclosed in the Report on Corporate
Governance and also placed on the website of the Company
https://www.prismjohnson.in/wp-content/uploads/2026/04/
Details-of-Familiarisation-Programme-for-Independent-
Directors.pdf.

Meetings

The Board of Directors met eight times during the year ended
March 31, 2026. Additionally, several Committee Meetings
were held including the Audit Committee, which met nine
times during the year. Details of the meetings are included in
the Report on Corporate Governance.

Evaluation

The Company has a policy to determine qualifications, positive
attributes and independence of Directors and evaluation of
the Board, Committees and individual Directors on an annual
basis with the purpose to review its required mix of skills and
experience and other qualities such as its demographics
and diversity in order to assess the effectiveness of the

Board as a whole and its Committees. The policy is aimed to
guide the Board in selecting, compensating, monitoring and,
when necessary, replacing key executives and overseeing
succession planning.

Pursuant to the provisions of the Act, the SEBI LODR and Policy
for Performance Evaluation of Directors, the Board has carried
out an evaluation of its own performance, its Committees and
of individual directors including Independent Directors, during
the year under review. Details of the same are given in the
Report on Corporate Governance. There has been no change
in the policy during the year under review.

Remuneration Policy

The Company has a Remuneration Policy for members of the
Board of Directors, Key Managerial Personnel (KMP), Senior
Management and other employees to focus on enhancing
the value, to retain and motivate employees and Directors
for achieving the objectives of the Company and to place the
Company in a leadership position.

The Remuneration Policy sets out the guiding principles
for the Nomination and Remuneration Committee for
recommending to the Board, the remuneration of the
Directors, Key Managerial Personnel, Senior Management
and other employees of the Company. The said policy is
available on the Company's website and can be accessed at
https://www.prismjohnson.in/wp-content/uploads/2025/02/
Remuneration-Policy_Updated.pdf. There has been no
change in the policy during the year under review.

COMPOSITION OF AUDIT COMMITTEE

The Board has constituted an Audit Committee, details of the
same are stated in the Report on Corporate Governance. All
the recommendations made by the Audit Committee were
accepted by the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism by adopting
a Whistle Blower Policy for Directors and Employees to report
genuine concerns in a prescribed manner.

Whistle Blower Policy is a mechanism to address any
complaint(s) related to fraudulent transactions or reporting
intentional non-compliance with the Company's policies
and procedures and any other questionable accounting/
operational process followed. The vigil mechanism is overseen
by the Audit Committee and provides adequate safeguards
against victimisation of employees and Directors.

The details of the Policy are explained in the Report on
Corporate Governance and are also available on the website
of the Company at https://www.prismjohnson.in/wp-content/
uploads/2023/01/Whistle-Blower-Policy.pdf.

PREVENTION OF SEXUAL HARASSMENT

The Company offers equal employment opportunity and
is committed to creating a healthy working environment
that enables employees to work without fear of prejudice,
gender bias and sexual harassment. The Company has
also framed a policy on Prohibition of Sexual Harassment of
Women at workplace. The Company has constituted Internal
Committees to inquire into complaints of sexual harassment
and recommend appropriate action as per the requirement of
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (‘POSH Act') and Rules
made thereunder.

The Company has been conducting induction/refresher
programmes in the organisation on a continuous basis to build
awareness in this area.

During the year, one complaint was received with allegations
of sexual harassment as per the provisions of the POSH Act.
The same was resolved through the conciliation route in
accordance with the procedures prescribed under the POSH
Act.

During the year there were no cases pending for more than
ninety days.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961/
CODE ON SOCIAL SECURITY, 2020

The Company is committed to ensuring a safe, equitable,
and highly supportive workplace framework for its women
employees during and after pregnancy. The Company is in
compliance with the applicable provisions relating to maternity
benefits as prescribed under the Maternity Benefit Act, 1961/
Code on Social Security, 2020.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee.
The details of the Committee and its terms of reference are set
out in the Report on Corporate Governance.

The Company works across a wide range of products i.e.
Cement, Tiles, Bath fittings and Ready Mixed Concrete. Several
of the product lines have their own unique business and
operating models. These businesses operate in an evolving
and challenging business environment.

The Risk Management Policy framed by the Company, details
the objectives and principles of risk management along with
an overview of the risk management process, procedures
and related roles and responsibilities. The risk management
process includes identifying types of risks and its assessment,
risk handling and monitoring, reporting and controlling/
mitigation.

The Risk Management Committee, on timely basis, inform
the Audit Committee and the Board of Directors about risk
assessment and minimisation procedures and in their opinion,
there was no risk that may threaten the existence of the
Company.

CORPORATE SOCIAL RESPONSIBILITY (‘CSR’)

The Company is aware about its responsibility towards
environment and sustainability and conducts its manufacturing
operations in an efficient manner without compromising
with the ecological sustenance. The Company has adopted
a CSR Policy based on which all CSR activities are initiated
and implemented. The CSR Policy is focused on CSR activities
in areas such as energy and water conservation, health and
sanitation, pollution-free atmosphere, clean technologies
and primary health care for economically disadvantaged and
socially weaker section of the Society.

CSR is the continuing commitment of the Company to behave
ethically and contribute to economic development while
improving the quality of life of the local communities living
around the plants and offices and the society at large. For
the Company, CSR goes beyond just adhering to statutory
and legal compliances but involves creating social and
environmental values, with a sole intent to improve the quality
of life of economically disadvantaged and socially weaker
sections of the society. The Company has been undertaking
CSR initiatives, on its own or through implementing agencies,
irrespective of statutory obligation under the Companies Act,
2013. The Company has been spending voluntarily also on
CSR activities to support its continuity. During the year, the
Company has voluntarily spent ' 77.78 Lakhs towards CSR
activities.

The Policy is available on the Company's website at https://
www.prismjohnson.in/wp-content/uploads/2023/01/PJL-CSR-
Policy_2021.pdf.

The Annual Report on CSR activities is given in Annexure 'A'
to this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING

A separate section on Business Responsibility and
Sustainability Reporting forms part of this Annual Report as
required under Regulation 34(2)(f) of the SEBI LODR.

LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under
the provisions of Section 186 of the Act are given in the notes
to Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions are placed before the Audit
Committee and the Board, wherever required, for prior
approval. Prior omnibus approval of the Audit Committee is
obtained for the transactions which are of a foreseen and
repetitive nature. A statement giving details of all related party
transactions entered into pursuant to the omnibus approval
and specific approval is placed before the Audit Committee for
its review on a quarterly basis. The statement is supported by
a certificate from the Managing Director, Executive Directors &
CEOs and the Chief Financial Officer.

All transactions entered by the Company with related parties,
as defined under the Act, and the SEBI LODR, during the
financial year were in accordance with the Policy on Related
Party Transactions and were in the ordinary course of business
and on an arm's length basis.

There was no material related party transaction made by the
Company with Promoters, Directors, Key Managerial Personnel
or other designated persons which may have a potential
conflict with the interest of the Company at large. None of the
Directors have any pecuniary relationships or transactions
vis-a-vis the Company.

Attention of the members is drawn to the disclosure of related
party transactions set out in Note No. 4.10 of the Standalone
Financial Statement forming part of this Annual Report.

The Policy on Related Party Transactions as approved by the
Audit Committee and the Board of Directors is available on
the website of the Company at https://www.prismjohnson.in/
wp-content/uploads/2026/02/RPT-Policy-Updated-as-on-
February-6-2026.pdf.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Board of Directors
state that :

(a) In the preparation of the annual financial statements for
the year ended March 31, 2026, the applicable accounting
standards 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, 2026 and of the profit of the Company for the
year ended on that date;

(c) Proper and sufficient care has been taken 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) The annual financial statements have been prepared on
a going concern basis;

(e) Proper internal financial controls were in place and that
the financial controls were adequate and were operating
effectively; and

(f) Systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and
operating effectively.

EMPLOYEE REMUNERATION

Disclosures pertaining to remuneration and other details
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 are forming part of this
Report as Annexure ‘B'.

The information required under Section 197 of the Act and Rule
5(2) & 5(3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this Report.
Having regard to the provisions of the first proviso to Section
136(1) of the Act, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. Any
member interested in obtaining a copy of the statement may
send an email to investor@prismjohnson.in.

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

The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as
required under Section 134 of the Act read with the Companies
(Accounts) Rules, 2014, is given in Annexure ‘C forming part of
this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year
under review as stipulated under the SEBI LODR is presented
in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

As per the SEBI LODR, a separate section on Corporate
Governance together with a certificate from the Company's
Auditors confirming compliance forms part of this Annual
Report.

Disclosure pursuant to para (IV) of third proviso to Section 11,
Part II of Schedule V to the Act relating to remuneration of
Managing Director and Executive Directors & CEOs of the
Company is given in the Corporate Governance Report, which
forms part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has established standards, processes and
structure which enable it to implement adequate internal
financial controls and ensure that the same are operating
effectively. The internal financial control systems of the
Company are commensurate with its size and the nature of
its operations. The Company has well defined delegation
of authority limits for approving revenue as well as capital
expenditures. The Company uses an established ERP system
to record day-to-day transactions for accounting and financial
reporting.

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work done by the Internal, Statutory, Cost and
Secretarial Auditors and the reviews of the Management and
the relevant Board Committees, including the Audit Committee,
the Company believes that the internal financial controls were
adequate and effective during the financial year 2025-26.

AUDITORS
Statutory Auditors

M/s. SR B C & CO LLP, Chartered Accountants, Mumbai,
(ICAI Firm Registration No. 324982E/E300003) has been
appointed as the Auditors of the Company for a term of 5 (five)
consecutive years, at the 31st Annual General Meeting held on
August 3, 2023. The Auditors have confirmed their eligibility
under Section 141 of the Act and the Rules framed thereunder.
As required under the SEBI LODR, the Auditors have also
confirmed that they hold a valid certificate issued by the
Peer Review Board of the Institute of Chartered Accountants
of India.

The Reports given by the Auditors on the financial statements
of the Company forms part of this Annual Report. There was
no qualification, reservation, adverse remark or disclaimer
given by the Auditors in their Reports. The Notes on financial
statement referred to in the Auditors' Reports are self¬
explanatory and do not call for any further comments.

Cost Auditors

Pursuant to Section 148 of the Act read with the Rules
thereunder, as amended, the Company needs to maintain the
cost records and such accounts and records are maintained
for its business. The Board of Directors of the Company has,
on the recommendation of the Audit Committee, re-appointed
M/s. D. C. Dave & Co., Cost Accountants, (Firm Registration
No. 000611), as the Cost Auditors of the Company for
the financial year 2026-27 and has recommended their
remuneration to the shareholders for their ratification.

Secretarial Auditor

M/s. Savita Jyoti Associates, Practicing Company Secretary,
Hyderabad (FCS No.3738 & CP No.1796), has been appointed
as the Secretarial Auditor of the Company for a term of 5 (five)
consecutive years, at the 33rd Annual General Meeting held
on August 7, 2025. The Secretarial Auditor has also confirmed
her eligibility and qualification required under the Act and SEBI
LODR for holding office as Secretarial Auditor and hold a valid
certificate issued by the Peer Review Board of the Institute of
Company Secretaries of India.

There was no qualification, reservation or adverse remarks
given by the Secretarial Auditor in her report. The Report of
the Secretarial Auditor in Form MR-3 is annexed herewith as
Annexure ‘D'.

Secretarial Audit of Material Unlisted Subsidiaries

For the financial year 2025-26, Raheja QBE General Insurance
Company Limited (‘RQBE') is the material unlisted subsidiary
of the Company. In terms of Regulation 24A of SEBI LODR
read with Section 204 of the Act, Secretarial Audit of RQBE
has been conducted for the year 2025-26 by the Practicing
Company Secretary. The Secretarial Audit Report of RQBE,
which does not contain any qualification, reservation,
adverse remark or disclaimer, has been annexed herewith as
Annexure ‘E'.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026
has been placed on the website of the Company and can be
accessed at https://www.prismjohnson.in/form-mgt-7/.

GENERAL

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

2. No significant and material orders were passed by the
regulators or courts or tribunals impacting the going
concern status and Company's operations in future.

3. No fraud has been reported to the Audit Committee or
the Board during the audit conducted by the Statutory
Auditors, Internal Auditors, Secretarial Auditor and Cost
Auditors of the Company.

4. The Company is in compliance with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central
Government under Section 118(10) of the Act.

5. Neither the Managing Director nor the Whole-time
Directors of the Company receive any remuneration or
commission from any of its subsidiaries.

6. There is no change in the share capital of the Company
during the year.

7. There has been no change in the nature of business of
the Company.

8. The Company has not accepted any public deposits
within the meaning of Companies Act, 2013 during the
year under review.

9. There is no proceeding pending under the Insolvency
and Bankruptcy Code, 2016.

10. There was no instance of one-time settlement with any
Bank or Financial Institution.

11. No shares with differential voting rights and sweat equity
shares have been issued.

ACKNOWLEDGEMENTS

The Directors thank the shareholders, debenture holders,
debenture trustee, various Central and State Government
departments/agencies, regulatory authorities, stock exchanges,
depositories, banks and other business associates for their
valuable services and continued support during the year under
review. The Board also takes this opportunity to express its
sincere appreciation of the valuable contribution and dedicated
work of all the employees of the Company.

For and on behalf of the BoardDr. Raveendra Chittoor

Place : Mumbai Chairman

Date : May 14, 2026 (DIN : 02115056)