PRISM JOHNSON LIMITED

Prism Johnson Limited, principally operates in 3 business segments mainly comprising of Cement; Tile and Bath (HRJ) and Ready Mixed Concrete (RMC). Prism Johnson Limited was initially incorporated on March 26, 1992, in the name of 'Karan Cement Limited', promoted by the Rajan B. Raheja Group. The Company's name was changed from Karan Cement Limited to 'Prism Cement Limited' on 15 September, 1994. Later, the name of the Company was changed from Prism Cement Limited' to Prism Johnson Limited' and a fresh Certificate of Incorporation was issued by the Registrar of Companies, Hyderabad on 18 April, 2018. Prism Cement, a prominent cement manufacturer in the Satna cluster of central India, operates 2 integrated cement plants at a single location in Satna, Madhya Pradesh, with a combined installed cement capacity of 5.6 mn tonnes per annum (MTPA). To support its market reach and improve logistics, it has strategic partnerships with three grinding units in Uttar Pradesh, with a combined capacity of 1.08 MTPA as of March 2025. The Company principally operates in 3 business segments: Cement, HRJ and Ready Mixed Concrete (RMC). It manufactures and markets Portland Pozzollana Cement (PPC) with the brand name of 'Champion', 'Champion Plus', and 'DURATECH'. The cement manufacturing facility is located at Satna, Madhya Pradesh with a capacity of 7 MTPA of cement, equipped with state-of-the-art machinery and technical support from F.L Smith & Co A.S Denmark, the world leaders in cement technology. Also the company is running the Technical Services Cell, for helping in further increasing the brand preference for Prism Cement and to provide on-site services to individual house builders. A Joint Venture Agreement was executed in April. 1993 between Rajan Raheja, F.L. Smidth & Co., A/S, Denmark and The Industrialization Fund for Developing Countries, Denmark for promoting a project for setting up and operating a 2 million tonnes per annum cement plant by the company. The Company made its maiden public issues aggregating Rs. 7,876 lakhs in the year 1995. During the year 1996, PCL had signed loan agreements with all Financial Institution/Banks who have sanctioned term loans. The Company had set up a central marketing office in the year 1997 at Allahabad in Uttar Pradesh (UP), which is supported by regional offices at Satna, Varanasi (UP) and Delhi. Besides, it has also set up area offices and depots at all major towns of UP, MP and Bihar. PCL improved its capacity utilisation from 33 per cent to 70 per cent in the year of 1999. The Company had signed Memorandum of Understandings with a couple of power plants during the year 2001-02 to ensure regular supply of high quality fly ash from them. Champion, the brand name under which the company's blended cement is sold, the company had launched a brand enhancement programme during the year 2002-03 in the markets with interest to re launch Champion. PCL had set up an additional Cement Bulker Loading System and an additional Truck Loading System in the year of 2003-04. During the year 2004-05, the company had participated into Gaya-Aurangabad Road project, the Jharkhand Road project and the Allahabad by-pass project. The Company was ranked 3rd best for leadership in adopting the state of the art technology and energy efficiency for the same year 2004-05. PCI also won the 1st prize for Safety Education and Mining Machineries at the Annual Safety Week Award in the year of 2005-06 and also in the identical year, the company had committed to mitigate potential environmental impacts associated with the cement plants. During the year 2006-07, while demand for cement had shown a good growth, the company had successful strategizing its market operations, which substantially enhanced the brand equity of 'PRISM CHAMPION'. During FY 2014, the company's Joint Venture - TBK Venkataramiah Tile Bath Kitchen Pvt. Ltd., was converted into a 100% subsidiary. The company through its Joint Ventures opened four House of Johnson showrooms in Solan, Lucknow, Varanasi and Ludhiana taking the total number of showrooms to 26 as at 31 March 2014. Lifestyle Investments PVT Limited (LIPL), the erstwhile overseas wholly owned subsidiary of the company, sold its stake in Norcros Plc., a company listed on the London Stock Exchange. During the year ended 31 March 2014, the company received an amount of Rs 131 crores as dividend on the equity shares held in LIPL. The Company wound-up LIPL during the year and received Rs 0.10 crores towards return of equity capital. Subsequent to the Order dated 24 September 2014 of the Honourable Supreme Court on de-allocation of all coal mines including Sial Ghogri coal mine of the Company in Madhya Pradesh with effect from 31 March 2015 and promulgation of the Coal Mines (Special Provisions) Ordinance, 2014 and Coal Mines (Special Provision) Rules, 2014 (the Rules), the Central Government has completed bidding process. The Nominated Authority appointed under the Rules has passed Vesting Order dated 23 March 2015 and as a result thereof, with effect from 1 April 2015, the coal mine including lands, in or adjacent to the coal mines and mine infrastructure got vested in favor of the successful bidder. In compliance of the Vesting Order, the Company has handed over possession of the mine and the assets listed in the Vesting Order to the successful bidder. Vide email dated 26 March 2015, the Nominated Authority has communicated to the Company that a sum of Rs. 32.49 crores has been determined as compensation payable to the Company. The Company has inter-alia disputed quantum of compensation and has preferred a Writ before the Hon'ble High Court of Judicature, Delhi and the Company has lodged claim of Rs. 72.86 crores. The aggregate exposure of the Company on account of coal mine development expenses, mining surface rights, land, other infrastructure for mine, capital work-in-progress relating to buildings under construction and other related matter is around Rs. 47.49 crores (including geological survey expenses written off in books of accounts of Rs. 6.22 crores). Since matter is subjudice and pending settlement of the claim, no adjustment has been made in the accounts. During FY2016, pursuant to the regulatory changes increasing the foreign direct investment in insurance companies from 26% to 49%, the Company sold 4,76,10,000 equity shares corresponding to 23% of its holding in the equity paid-up capital of Raheja QBE General Insurance Company Limited (RQBE), its general insurance subsidiary, to QBE Asia Pacific Holdings Limited, Australia, (an affiliate of the Company's existing joint venture partner in RQBE, i.e. QBE Holdings (AAP) Pty Limited) for a consideration of AUD 21,573,459 (equivalent to Rs 111.04 crores The Company's shareholding in RQBE stands reduced from 74% to 51%. The company has launched EDC, Cool Roof tiles, large format wall tiles, 800cm X 1,200cm DC and 800cm X 800cm DC during the financial year 2016. During FY2016, to reduce power costs, the company signed a power supply agreement with BLA Power Pvt Ltd. for sourcing 25 MW of power for its plant. Prism Cement acquired 15.23% equity stake for Rs 21 cr in BLA Power Pvt Ltd., under the Captive Arrangement as per the Electricity Rules, 2005. The cement division also managed to optimize on logistic costs despite increase in fuel price in the later part of the year. Others initiatives include, supply agreement with ECO Cements Ltd (ECL). During FY 2016, the Company has launched new products in TBK (Tiles, Bath and Kitchen) segment - Endura EDC in 30cmX30cm in 1.2cm thickness, 60cmX60cm twin white, 80cmX80cm Twin White, 100cmX100cm Twin White, 60cmX60cm Lava Stone and 100cmX100cm Lava Stone. The H & R Johnson (India) (HRJ) Division has also launched co-coordinated floor tiles matching with its wall tile portfolio. During the financial year 2018, the Company signed a Memorandum of Understanding with the Uttar Pradesh State Government for setting up a cement Grinding Unit with a proposed investment of approximately Rs 250 Crores. Upon setting up the Grinding Unit, the Company is expected to optimize its logistic costs as well as improve local availability in its strategic markets of Uttar Pradesh. During the year 2019, the Company has acquired 2,70,001 equity shares of Rs. 10/- each aggregating to Rs. 27,00,010 constituting 27% of the total paid-up equity share capital of CSE Solar Parks Satna Private Limited due to which it has become an associate of the Company. It commissioned 7.5 MW of solar power at Satna plant in 2019. During FY 2019-20, the Company signed a joint venture agreement with Sanskar Ceramics Private Limited and acquired additional 35% equity stake for Rs. 12.95 Crores, which became a Joint Venture of the Company effective from July 6, 2020. It launched new Sanitaryware and Bath Fittings product range under the brand name, 'Johnson International'. It commissioned 12.50 MW of solar power at Satna plant in 2020. During the reporting period 2020-21, Company commissioned 22.4 MW of Waste Heat recovery System (WHRS) in phases and 10 MW of solar power at its plant in Satna, Madhya Pradesh. It received approval of the NCLT, Hyderabad vide Order dated April 28, 2021 for Composite Scheme of Arrangement and Amalgamation for Demerger of retail/trading business undertakings of TBK Rangoli Tile Bath Kitchen Private Limited, TBK Venkataramiah Tile Bath Kitchen Private Limited and TBK Samiyaz Tile Bath Kitchen Private Limited, into its holding company H. & R. Johnson (India) TBK Limited (HRJ TBK) and subsequent demerger of retail/trading business undertaking of HRJ TBK into the Company. It further amalgamated with Milano Bathroom Fittings Private Limited and Silica Ceramica Private Limited. It divested entire holding of 51% in Raheja QBE General Insurance Company Limited (RQBE), a material subsidiary to Paytm Insuretech Private Limited for an aggregate consideration of Rs. 289.68 Crores. As on 31 March 2022, the Company has 7 subsidiaries, 9 joint ventures and 2 associate companies. During the year 2022, the Company's joint venture entities expanded their tile production capacity aggregating to 4 mn m2 at Morbi, Gujarat. During 2022-23, the Company set up a new manufacturing facility for Industrial Products & Natural Resources (IPNR) products at Dewas, Madhya Pradesh. It launched Prism Champion 'All Weather Cement' brand. The Company, through joint venture entity, Sanskar Ceramics Private Limited, at Morbi, Gujarat, installed a new kiln and increased its tile manufacturing capacity by 1.2 mn m2. It set up a new manufacturing facility for Industrial Products & Natural Resources (IPNR') products at Dewas, Madhya Pradesh. In October 2023, HRJ commenced first tile manufacturing facility at Panagarh, West Bengal, with a production capacity of 6.3 mn m2. Prism RMC added 11 plants, taking the total count of ready-mixed concrete plants to 102 in 2023-24. The Company enhanced its cement grinding capacity by 1.3 MTPA with four grinding units in FY24. Company opened a new Experience Centre in Hyderabad, taking the total count of Experience Centres to 21. It added 17 House of Johnsons outlets, bringing the total count to 105. The Company installed an alternate fuel and raw material (AFR) facility capable of processing 600 tonnes per day in 2024. HRJ Division completed modernisation of its tile manufacturing plant at Vijayawada, Andhra Pradesh in August, 2024. This Division made retail expansion, adding 3 new House of Johnson stores and bringing the total to 108 in FY 2024-25. The Company acquired equity stake of Sunbath Sanitary Private Limited in the sanitaryware business in Morbi district of Gujarat, making it a Joint Venture of the Company in FY 2025.