Prism Johnson Ltd

Senior Management Change

• Mr. Prabir Kumar Ray, Advisor-Business Development & Strategy, ceased as Senior Management Personnel on term completion.
• Effective from close of business hours on September 30, 2026.

Prism Johnson Ltd trading window closed from October 1, 2026 until 48 hours after the declaration of unaudited financial results for the quarter and half year ended September 30, 2026

Target and business

• KUS Renewable Private Limited, SPV to develop 49.5 MW wind project in Madhya Pradesh
• KUS incorporated Sep 26, 2024 by Purvah Green Power, a CESC subsidiary
• Industry: Power Generation (Wind Power) in India

Transaction details

• Investment approved up to ₹40 Crores in equity and/or Redeemable Preference Shares
• Acquiring at least 26.5% equity with voting rights; plus Redeemable Preference Shares
• Cash consideration through normal banking channel
• Not a related party transaction; promoter group has no interest

Strategic rationale

• To obtain cheaper renewable power, reduce cement production costs
• Enhances ESG targets via increased renewable energy utilization

Regulatory and timeline

• No governmental approvals required
• Indicative completion latest by 31 October 2027

Background and size

• KUS turnover NIL in preceding two financial years; yet to commence operations
• CESC parent via Purvah Green Power; project at Tehsil Alot, Ratlam, MP
• Will supply dedicated renewable power to Prism Johnson's cement plant at Satna, MP

Meeting Details

• Date: Thursday, September 3, 2026.
• Conference organizer: Elara Capital.
• Type of meeting: One-on-One and Group.
• Mode: Physical in-person.
• Venue: Grand Hyatt, Santacruz, Mumbai.
• No UPSI will be shared.
• Subject to end minute changes.

Rating Action

• Rs 200 crore Commercial Paper rating reaffirmed as Crisil A1+.

Instruments & Agency

• Instrument: Commercial Paper; amount Rs 200 crore; Rating Crisil A1+ (reaffirmed).
• Rating agency: Crisil Ratings Limited; Regulator: RBI.

Rationale & Highlights

• Prominent central-region cement player; strong tile and RMC presence.
• FY2026 EBITDA margin 9.5% vs 6.8% in FY2025.
• Net debt/EBITDA improved to 1.2x in FY2026.
• Leverage to further improve below 0.5x in FY2027.
• Liquidity: Rs 548 crore cash as on 31 Mar 2026.
• Proceeds from asset sales enabled debt prepayment; savings from RQBE stake divestment.
• Capex modest; Rs 300-350 crore annually financed internally.
• Consolidated view includes PJL's JVs/associates; group support.

Financial & Liquidity

• Sale of Mumbai office premises (Rs 165.9 crore) aided leverage.
• FY2027 profitability supported by efficiency improvements and price moves.

Risks

• Input-cost volatility and realisations; industry cyclicality.
• Intense competition in cement and tiles; raw-material sourcing volatility due to West Asia conflict.

Material Changes

• Leverage improved from 2.4x (FY2025) to 1.2x (FY2026).
• Projected leverage below 0.5x in FY2027.
• Liquidity remains strong; Rs 548 crore cash; debt prepayment track record.

Meeting Details

• Date: Tuesday, August 25, 2026; Time: not specified.
• Type: One-on-One and Group.
• Mode: Physical.
• Organizer: HDFC Securities Limited.
• Place: Prism Johnson Ltd office premises, Mumbai.
• Company participant: Chief Investor Relations Officer.
• Purpose: Participation in analyst/investor conference.

Coal linkage expansion

• ECL to supply 24,000 MT per year; SECL to supply 104,000 MT per year.
• Total incremental linkage 128,000 TPA, expanding to 2,79,400 TPA.
• Existing linkage 1,51,400 TPA, with 1,11,400 TPA expiry Feb 2027.
• Contract period: 10 years from execution of Fuel Supply Agreement.
• Total annual contract value approx Rs 70.49 crore.
• Execution within 90 days from LOI dated Aug 17, 2026.
• Domestic entities; no related party involvement.
• No governance or management changes reported.

AGM Details

• AGM held on August 7, 2026, via VC/OAVM at 4:30 p.m. IST.
• Voting cut-off date was July 31, 2026.
• Deemed venue: Hyderabad (registered office).

Resolution 1 — Adoption of financial statements

• Adopted standalone and consolidated financial statements; approved with overwhelming majority.

Resolution 2 — Re-appointment of Vijay Aggarwal

• Director Vijay Aggarwal re-appointed by rotation; approved with overwhelming support.

Resolution 3 — Re-appointment of Raakesh Jain

• Director Raakesh Jain re-appointed by rotation; approved with overwhelming support.

Resolution 4 — Remuneration of Cost Auditors

• Remuneration of Cost Auditors ratified by shareholders.

Resolution 5 — Private placement of debentures

• Special resolution for private placement of debentures and debt securities; approved.

Resolution 6 — Equity issuance up to Rs 500 crore

• Special resolution to issue equity shares or convertibles up to Rs 500 crore; approved.

AGM Details

• 34th AGM held August 7, 2026 via video conference; 4:30–6:13 pm IST; deemed venue Hyderabad.

Ordinary Business

• Adoption of standalone and consolidated financial statements for FY ending March 31, 2026; Passed.
• Appointment of Vijay Aggarwal as director by rotation; Passed.
• Appointment of Raakesh Jain as director by rotation; Passed.

Special Business

• Ratification of remuneration of the Cost Auditors; Passed.
• Private placement of non-convertible debentures and/or other debt securities; Passed.
• Creation and allotment of equity shares or convertible securities up to ₹500 crore; Passed.

Voting Results

• All resolutions approved by shareholders with requisite majority.