Prism Johnson Ltd

To the Shareholders,

The Directors present the Thirty Second Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2024.

The Company?s financial performance (standalone) for the year ended March 31, 2024 is summarised below :

Rs Crores

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

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 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.

During the year, Company?s standalone revenue grew by 5.3% to Rs 7,068.59 Crores led by revenue growth in Prism Cement and Prism RMC Divisions. EBITDA grew by 15.3% to Rs 454.98 Crores, mainly due to sharp recovery in Prism Cement?s EBITDA per ton from Rs 445 per tonne in 2022-23 to Rs 523 per tonne. During the year, the Company transferred the mining lease and sold certain freehold land parcels, etc. with regards to the Andhra Pradesh project to The Ramco Cements Limited for an overall consideration of Rs 530 Crores, which resulted in a pre-tax gain of around Rs 390 Crores. The Company incurred a standalone profit before tax (after exceptional gain) of Rs 195.47 Crores and profit after tax of Rs 190.25 Crores during the year ended March 31, 2024, as against loss before tax of Rs 84.18 Crores and loss after tax of Rs 58.86 Crores for the previous year ended March 31, 2023.

The Company?s consolidated turnover grew 3.1% to Rs 7,587.51 Crores during the year, while consolidated profit after tax for the year ended March 31, 2024 of the Company amounted to

Rs 161.93 Crores as against loss after tax of Rs 157.73 Crores for the previous year ended March 31, 2023.

Prism Cement?s revenue grew by 9.5% during the year to

Rs 3,318.20 Crores, mainly led by 11.0% growth in cement and clinker sales volume. EBITDA per ton grew from Rs 445 in 2022-23 to Rs 523, largely due to decline in power and fuel costs. The sale of premium cement ‘Champion Plus?, ‘Duratech? and ‘Champion All Weather? constituted 34% of total cement sales volume during the year under review.

During 2023-24, the Company installed an Alternate Fuel and Raw material (‘AFR?) facility with a processing capacity of 600 TPD, with a view to reduce its dependence on fossil fuels such as coal and pet-coke. Further, in order to increase its share of green and renewable power, Prism Cement plans to install additional solar power of 8MW by June 2024 and wind power of 24MW by March 2025.

HRJ?s consolidated revenue declined marginally by 0.5% to

Rs 2,385.99 Crores. EBITDA margin declined from 7.3% to 5.7% due to decline in realisations and increase in fixed cost.

In October 2023, HRJ commenced commercial production at a greenfield tile capacity expansion of 6.3 mn m² at Panagarh, West Bengal, it?s first tile manufacturing facility in eastern India. Tiles manufactured at the Panagarh plant will primarily be supplied to the eastern India markets, namely West Bengal, Bihar, Jharkhand, Odisha and north-eastern India. The proximity of this plant to these markets will provide HRJ a competitive advantage in terms of time to market, product assortment and freight cost.

Prism RMC?s revenue grew by 5.0% to Rs 1,471.49 Crores in 2023-24, mainly driven by 7.4% growth in ready-mixed concrete volumes. Key operational focus areas for Prism RMC include increasing plant utilisation levels to enhance profitability, optimising fleet and pump efficiency to bring operational efficiencies, and enhancing the share of environment-friendly and value-added products.

During the year, the Company did not accept any public deposits under Chapter V of the Companies Act, 2013 (‘the Act?).

The Company has repaid/prepaid long term loans (excluding NCDs) of Rs 779.16 Crores and tied-up fresh long term loans of Rs 596.70 Crores during the year under review to finance, inter alia, its repayment of debts, ongoing long term working capital and ongoing capital expenditure. The loans were used for the purpose they were sanctioned by the respective banks/ financial institutions.

During the year under review, NCDs aggregating Rs 75 Crores were redeemed in accordance with the terms of the issue.

During the year, the Company has transferred a sum of

Rs 2.91 Lakhs to the Investor Education and Protection Fund in compliance with provisions of the Act, which represents unclaimed fixed deposits and unclaimed interest on the fixed deposits.

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, 2024, 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 highlights of performance of subsidiaries, associates and joint venture companies during the financial year is as under :

During the year, the Company has acquired 1,38,86,515 equity shares of Rs 10/- each at a premium of Rs 4.70 per equity share aggregating Rs 20.41 Crores offered by RQBE on a rights basis. There is no change in shareholding percentage of the Company in RQBE pursuant to such acquisition.

Raheja QBE General Insurance Company Limited is a material subsidiary of the Company as per SEBI LODR.

Prism Johnson Building Solutions Limited (‘PJBSL?) : During the year, the Company has incorporated a wholly owned subsidiary in the name of Prism Johnson Building Solutions Limited on October 19, 2023 to undertake the business of manufacturing and dealing in cement and clinker, tiles, ready-mixed concrete and allied and by-products.

Prism Concrete Solutions Limited (‘PCSL?) : During the year, the Company has incorporated a wholly owned subsidiary in the name of Prism Concrete Solutions Limited on October 26, 2023 to undertake the business of manufacturing and dealing in all kinds of cements, cement products of every description, ready mixed concrete of all kinds, tiles, sanitaryware and bath fittings, other building material and allied products.

PJL Cement Limited (‘PJLCL?) : During the year, the Company has incorporated a wholly owned subsidiary in the name of PJL Cement Limited on November 7, 2023 to undertake the business of manufacturing and dealing in all kinds of cements, cement products of every description, ready mixed concrete of all kinds, tiles of all kinds, sanitary ware and bath fittings, other building materials and allied products.

Antique Marbonite Private Limited (‘Antique?) : During the year, Antique has bought back 3,20,000 equity shares at a price of Rs 313 per equity share aggregating to Rs 10.02 Crores. The Company and Promoters of Antique have tendered equal number of equity shares in the buyback offer. Post buyback, the shareholding pattern of Antique has not altered. The buyback program of Antique has resulted in reduction in the number of equity shares outstanding, which has further lead to improvement in earnings per share and an overall enhancement of value for shareholders of Antique.

Small Johnson Floor Tiles Private Limited (‘Small Johnson?) : During the year, Small Johnson has bought back 7,00,000 equity shares at a price of Rs 72 per equity share, aggregating to Rs 5.04 Crores. The Company and Promoters of Small Johnson have tendered equal number of equity shares in the buyback offer. Post buyback, the shareholding pattern of Small Johnson has not altered. The buyback program of Small Johnson has resulted in reduction in the number of equity shares outstanding by returning surplus cash to the shareholders of Small Johnson.

ReNew Green (MPR Two) Private Limited : During the year, the Company has acquired 72,76,500 equity shares of Rs 10/- each for cash at par aggregating to Rs 7.28 Crores constituting 45% equity shareholding of ReNew Green (MPR Two) Private Limited.

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

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/2023/11/ Policy-for-determining-of-Materiality-of-Disclosures.pdf.

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 is also available on the website of the Company at https://www.prismjohnson.in/subsidiary-annual-accounts/.

In accordance with the requirements of the Companies Act, 2013, the shareholders at the 31^st Annual General Meeting held on August 3, 2023, had appointed Mr. Anil Kulkarni (DIN: 10186252) as an Executive Director & CEO (RMC) of the Company for a period of three years with effect from July 1, 2023.

The Board of Directors has, at its meeting held on March 29, 2024, subject to requisite approvals and based on the recommendation of Nomination & Remuneration Committee, appointed Mr. Joseph Conrad Agnelo D?Souza (DIN: 00010576) and Ms. Ravina Rajpal (DIN: 09380471) as the Additional

Non-executive Independent Directors on the Board of the Company for a term of five consecutive years w.e.f. March 29, 2024. The said appointments are proposed for approval of the shareholders by postal ballot through remote e-voting to be concluded on May 23, 2024. The results of postal ballot through remote e-voting will be declared within two working days from the conclusion of the remote e-voting.

The Company has received declarations from Ms. Ameeta Parpia, Mr. Shobhan Thakore, 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. 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/2024/04/ Details-of-Familiarisation-Programme-for-Independent-Directors-2023-24.pdf.

Pursuant to Section 152 of the Act, Mr. Akshay Raheja and Mr. Vijay Aggarwal, 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 this Annual Report.

The Board of Directors met eight times during the year ended March 31, 2024. 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.

Pursuant to the provisions of the Act and the SEBI LODR, the Board has carried out an evaluation of its own performance, evaluation of its Committees performance and performance of individual directors including Independent Directors, during the year under review. Details of the same are given in the Report on Corporate Governance.

The policy on Director?s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director and also remuneration for Key Managerial Personnel, Senior Management and other employees forms part of the Report on Corporate Governance and is also available on the website of the Company at https:// www.prismjohnson.in/wp-content/uploads/2023/02/PJL-Remuneration-Policy-2023.pdf.

During the year, Mr. Manish Bhatia, Chief Financial Offer & Key Managerial Personnel of the Company resigned from the services of the Company from the close of business hours on November 25, 2023.

Consequent to Mr. Bhatia?s resignation, the Board had, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Arun Kumar Agarwal as the Chief Financial Officer and Key Managerial Personnel of the Company effective November 26, 2023.

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.

The Company has established a vigil mechanism by adopting a Whistle Blower Policy to report concerns about illegal or unethical practices, if any. 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.

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 an Internal Committee 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 under review, no complaint was received with allegations of sexual harassment as per the provisions of the POSH Act.

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 Committee, on timely basis, informed members of 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.

The Company has adopted a CSR Policy based on which all CSR activities are initiated and implemented. The Company 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 the villagers in the vicinity of the plants. The Policy is available on the Company?s website at https://www.prismjohnson.in/wp-content/uploads/2023/01/PJL-CSR-Policy_2021.pdf.

During the financial year 2023-24, the Company has spent

Rs 1.89 Crores ( 2.30% of Net profit as per Section 198 of the Act) towards CSR activities.

Requisite disclosure including composition of the CSR Committee has been given in Annexure ‘A? to this Report and also in the Report on Corporate Governance.

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.

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

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 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 Director & 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 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-?-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/2023/01/Policy-on-Related-Party-Transactions.pdf.

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

(a) In the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departure 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 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;

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

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.

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.

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.

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.

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 2023-24.

The shareholders had, at the 31^st Annual General Meeting, held on August 3, 2023 appointed M/s. S R B C & CO LLP, Chartered Accountants, Mumbai, (ICAI Firm Registration No. 324982E/E300003), as the Auditors of the Company to hold the office for a term of 5 (five) consecutive years from the conclusion of 31^st Annual General Meeting till the conclusion of the 36^th Annual General Meeting of the Company. 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 Statutory Auditors on the financial statements of the Company forms part of this Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Statutory 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.

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 businesses. The Board of Directors of the Company has, on the recommendation of the Audit Committee, appointed M/s. D. C. Dave & Co., Cost Accountants, as the Cost Auditors of the Company for the year ending March 31, 2025 and has recommended their remuneration to the shareholders for their ratification.

The Company has appointed Ms. Savita Jyoti of M/s. Savita Jyoti Associates, Practising Company Secretaries, Hyderabad to undertake the Secretarial Audit of the Company for the financial year 2023-24 pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There was no qualification, reservation or adverse remarks given by the Secretarial Auditor of the Company. The Report of the Secretarial Auditor in Form MR-3 is annexed herewith as Annexure ‘D?.

For the financial year 2023-24, 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 2023-24 by the Practising Company Secretary. The Secretarial Audit Report, which does not contain any qualification, reservation, adverse remark or disclaimer, has been annexed herewith as Annexure ‘E?.

The Annual Return of the Company as on March 31, 2024 has been placed on the website of the Company and can be accessed at /https://www.prismjohnson.in/form-mgt-7/.

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

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

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 contribution and dedicated work of all the employees of the Company.