The Directors present the Thirty Third Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2025.

FINANCIAL RESULTS (STANDALONE)

The Company’s financial performance (standalone) for the year ended March 31, 2025 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 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 declined by 4.9% to ' 6,725.69 Crores led by revenue decline in Prism Cement and Prism RMC Divisions. EBITDA declined by 12.6% to ' 397.59 Crores, mainly due to decline in Prism Cement’s EBITDA per ton from ' 523 per tonne in 2023-24 to ' 351 per tonne in 2024-25. The Company registered a standalone profit before tax (after exceptional gain) of ' 42.62 Crores and profit after tax of ' 102.19 Crores during the year ended March 31, 2025, as against profit before tax of ' 195.47 Crores and profit after tax of ' 190.25 Crores for the previous year ended March 31, 2024.

The Company’s consolidated turnover declined by 1.6% to ' 7,310.21 Crores during the year, while consolidated profit after tax for the year ended March 31, 2025 amounted to ' 45.11 Crores as against profit after tax of ' 161.93 Crores for the previous year ended March 31, 2024.

During the year under review, the Company received favourable orders from the Income Tax Appellate Tribunal (‘ITAT’) for assessment years 2006-2007 to 2010-2011, pertaining to additional grounds filed by the Company during assessment proceedings primarily relating to treatment of VAT/Sales tax subsidy and other matters. Consequently, the Company accounted for tax credit amounting to ' 70.89 Crores disclosed under ‘Adjustment of tax relating to earlier periods’ and interest thereon of ' 82.33 Crores disclosed under ‘Other income’ in the financial results for the year ended March 31, 2025.

Prism Cement

Prism Cement’s revenue declined by 8.9% during the year to ' 3,022.28 Crores, mainly due to lower realisations. EBITDA per tonne declined from ' 523 in 2023-24 to ' 351 in 2024-25, largely due to lower realisations. Realisations per tonne declined by 9.5% from ' 5,045 in 2023-24 to ' 4,568 in 2024-25. Power and fuel cost per tonne declined by 14.8% to ' 1,286. The sale of premium cement ‘Champion Plus’, ‘Duratech’ and ‘Champion All Weather’ constituted ~42% of total cement sales volume during the year under review as against ~34% of total cement sales volume in 2023-24.

To further enhance its sustainability focus, in 2024-25, Prism Cement commissioned 8 MW of additional Solar Power, taking the total installed solar capacity to 30.5 MW.

H & R Johnson (India) [HRJ]

HRJ’s consolidated revenue grew marginally by 0.3% to ' 2,392.55 Crores. EBITDA margin increased by 10 basis points from 5.7% to 5.8%.

During the year, HRJ completed modernisation of its tile manufacturing plant at Vijayawada, Andhra Pradesh, to focus on producing higher-value, premium products in line with evolving market demand. Further, HRJ strengthened its presence in the sanitaryware segment by making a strategic investment in Sunbath Sanitary Private Limited, a company engaged in manufacturing of sanitaryware at Morbi, Gujarat. The arrangement will help the Company with uninterrupted supply of sanitaryware in a continuous growing market at a competitive price. Since completion of this transaction, Sunbath Sanitary Private Limited has become a Joint Venture of the Company, wherein the Company holds 50% of equity share capital on a fully diluted basis.

In February 2025, the Company announced sale of a part of the Industrial Premises at Pen on an ‘as is where is’ basis for a consideration of ' 164.63 Crores, which resulted in a post-tax exceptional gain of ' 149.19 Crores.

Prism RMC

Prism RMC’s consolidated revenue declined by 3.8% to ' 1,414.91 Crores in 2024-25, mainly due to decline in ready-mixed concrete volumes. EBITDA margin increased by 310 basis points from 2.7% in 2023-24 to 5.8%.

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.

PUBLIC DEPOSITS

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

FINANCE

The Company has repaid/prepaid long term loans (excluding NCDs) of ' 485.23 Crores and tied-up fresh long term loans of ' 283.38 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, the Company has raised ' 200 Crores by way of privately placed Unsecured Redeemable Non-convertible Debentures (‘NCDs’), for general corporate purpose.

The aforesaid NCDs are listed on BSE Limited. The proceeds of the NCDs have been fully utilised for the purpose for which they were raised. Please refer Note No. 2.14 of Standalone Financial Statement for further details of NCDs.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company has not transferred any amount to the Investor Education and Protection Fund in compliance with provisions of the Act, which represents unclaimed dividend, fixed deposits and unclaimed interest on the fixed deposits.

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 2,89,15,900 equity shares of ' 10/- each at a premium of ' 5 per equity share aggregating ' 28,91,59,000 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.

Sentini Cermica Private Limited (‘Sentini’) : During the Year, Sentini had increased its Authorised Share Capital from ' 6,00,00,000/- (Rupees Six Crores only) divided into 60,00,000 (Sixty Lakhs) equity shares of ' 10/- each to ' 20,00,00,000 (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) equity shares of ' 10/- each by creation of additional 14,00,00,000 (Fourteen Crores) equity shares of ' 10/- each.

Sentini issued 90,00,000 (Ninety Lakhs) equity shares having face value of ' 10/- each at par aggregating to ' 9,00,00,000/-(Rupees Nine Crores only) to existing shareholders on a rights basis in proportion of their existing shareholding in the paid up capital of Sentini.

Antique Granito Private Limited ('Antique') (Formerly known as Antique Marbonite Private Limited) : During the year, Antique had changed its name from “Antique Marbonite Private Limited” to “Antique Granito Private Limited”. The proposed name change was solely intended to reflect business operation of the Company more comprehensively. The substitution of the word “Marbonite” with “Granito” depicts manufacturing of various range of tiles, granites and related products.

Small Luxetile Private Limited ('Small Luxetile') (Formerly known as Small Johnson Floor Tiles Private Limited) : During the year, Small Luxetile had changed its name from “Small Johnson Floor Tiles Private Limited” to “Small Luxetile Private Limited”. The proposed name change was solely intended to comprehensively reflects the Company’s commitment of delivering high-quality, luxurious products.

Stellar Ceramics Private Limited ('Stellar Ceramics') (Formerly known as Spectrum Johnson Tiles Private Limited) : During the year, Stellar Ceramics had changed its name from “Spectrum Johnson Tiles Private Limited” to “Stellar Ceramics Private Limited”. The proposed name change was solely intended to reflect business operation of the Company more comprehensively.

Sunbath Sanitary Private Limited (‘Sunbath’) : During the year, the Company entered into a joint venture arrangement with Sunbath and invested ' 18.72 Crores by subscribing 60,00,000 equity shares of ' 10 each at a price of ' 31.2 per equity share, constituting 50% of the total issued & paid up capital of Sunbath on a fully diluted basis. Sunbath operates a state-of-the-art sanitaryware manufacturing plant in Morbi, Gujarat with a production capacity of approx 11,000 tonnes per annum. This joint venture arrangement will help the Company with uninterrupted supply of sanitaryware in a continuous growing market at a competitive prices.

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, 2025, 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 is also available on the website of the Company at https://www.prismjohnson.in/subsidiary-annual-accounts/.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on March 31, 2025, your Company’s Board consist of eight Director’s comprising of a Managing Director, two 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. During the year, Mr. Shobhan M. Thakore (DIN : 00031788) and Ms. Ameeta A. Parpia (DIN : 02654277) ceased to be Directors of the Company upon completion of their second term as Independent Directors from the close of business hours on July 30, 2024. Consequent to cessation of directorship, Mr. Shobhan Thakore also ceased to be the Chairman of the Board. The Board has appointed Dr. Raveendra Chittoor, Nonexecutive Independent Director, as the Chairman of the Board. Mr. Joseph Conrad Agnelo D'Souza (DIN : 00010576) and Ms. Ravina Rajpal (DIN : 09380471) are appointed as Non-executive Independent Directors of the Company for a term of five consecutive years w.e.f. March 29, 2024 by the shareholders of the Company by passing special resolutions through postal ballot on May 23, 2024.

Mr. Vivek K. Agnihotri (DIN : 02986266), Executive Director & CEO (Cement) ceased to be Director of the Company pursuant to resignation on the expiry of his term effective from close of business hours on August 16, 2024. As a succession planning strategy, Mr. Raakesh Jain (DIN: 10711581), who was appointed as Chief Operating Officer (Cement) in October 2021, has been appointed as Whole-time Director designated as Executive Director & CEO (Cement) of the Company w.e.f. August 17, 2024 by the shareholders ofthe Companybypassing special resolution through postal ballot on September 29, 2024.

Mr. Anil Kulkarni (DIN : 10186252), Executive Director & CEO (RMC) ceased to be Director of the Company pursuant to resignation from the close of business hours on February 28, 2025. As a succession planning strategy, Mr. Sanjay Roy has been appointed as Chief Executive Officer (RMC) w.e.f. March 24, 2025.

The Board has placed on record their sincere appreciation for the valuable contributions and guidance provided by Mr. Shobhan M. Thakore, Ms. Ameeta A. Parpia, Mr. Vivek Agnihotri and Mr. Anil Kulkarni, during their association with the Company as Directors of the Company.

Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the shareholders of the Company have re-appointed Mr. Vijay Aggarwal (DIN : 00515412) as Managing Director and Mr. Sarat Kumar Chandak (DIN : 06406126) as Whole-time Director, designated as Executive Director & CEO (HRJ) of the Company for a term of three consecutive years w.e.f. March 3, 2025 by passing special resolutions through postal ballot on March 29, 2025.

Pursuant to Section 152 of the Act, Mr. Rajan Raheja and Mr. Akshay Raheja, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, have offered themselves for reappointment. 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 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 subsection (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/2025/04/ Details-of-Familiarisation-Programme-for-Independent-Directors.pdf.

Meetings

The Board of Directors met five times during the year ended March 31, 2025. 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

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.

Remuneration Policy

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/2025/02/ Remuneration-Policy_Updated.pdf.

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 about illegal or unethical practices, if any. 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 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, 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 prescribed procedures as under the POSH Act.

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 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.

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.

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 2024-25, the Company has voluntarily spent ' 1.16 Crores 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.

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 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 visa-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.

DIRECTORS’ RESPONSIBILITY STATEMENT

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) I n the preparation of the annual financial statements for the year ended March 31, 2025, 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, 2025 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.

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 2024-25.

AUDITORS Statutory Auditors

M/s. S R 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 31^st 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 is 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 selfexplanatory 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 businesses. 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, as the Cost Auditors of the Company for the financial year 2025-26 and has recommended their remuneration to the shareholders for their ratification.

Secretarial Auditor

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 2024-25 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’.

Pursuant to recent amendments in the SEBI LODR, the Board has appointed M/s. Savita Jyoti Associates, Practising Company Secretaries, Hyderabad as the Secretarial Auditor of the Company, for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30 and recommended to the shareholders for approval at the ensuing Annual General Meeting of the Company.

The Secretarial Auditor have also confirmed their eligibility and qualification required under the Act and SEBI LODR for their appointment as Secretarial Auditor and hold a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India.

Secretarial Audit of Material Unlisted Subsidiaries

For the financial year 2024-25, 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 2024-25 by the Practising 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, 2025 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. 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.

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.