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PRISM JOHNSON LIMITED. Capital/Financing Update 2026

Mar 2, 2026

59058_rns_2026-03-02_e093cd06-4c96-4b86-b18b-27315aa8bc4a.pdf

Capital/Financing Update

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March 2, 2026

March 2, 2026
The National Stock Exchange of India Ltd.,
Exchange Plaza, Bandra-Kurla Complex,
Bandra (East), Mumbai – 400 051.
BSE Limited,
Corporate Relationship Department,
P. J. Towers, Dalal Street, Fort,
Mumbai – 400 023.
Code : PRSMJOHNSN Code : 500338

Dear Sirs,

Re.: Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’)

This is to inform you that the Board of Directors of the Company has, at its meeting held today, i.e. , March 2, 2026, approved the execution of a share purchase agreement dated March 2, 2026 amongst the Company, QBE Holdings (AAP) Pty Limited (‘ QBE ’) and Raheja QBE General Insurance Company Limited (‘ RQBE’ ), (the ‘ Share Purchase Agreement ’) pursuant to which the Company has agreed to sell its entire shareholding of 51% of the paid-up equity share capital of RQBE, a material unlisted subsidiary of the Company, to QBE, the existing shareholder of RQBE, for an aggregate consideration of Rs.324 Crores (‘ Proposed Transaction’ ).

The Proposed Transaction is subject to completion of the conditions precedent set out in the Share Purchase Agreement, including receipt of approval of the shareholders of the Company, approval of the Insurance Regulatory and Development Authority of India (‘ IRDAI ’), and such other statutory / regulatory approvals as may be required. The approval of the shareholders of the Company will be obtained by way of postal ballot, a copy of the notice of postal ballot would be submitted to the stock exchanges in due course, pursuant to applicable law.

The total consideration to be received by the Company for the Proposed Transaction is subject to certain adjustments on the completion of the Proposed Transaction, in the manner set out in the Share Purchase Agreement.

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 and existing Shareholders Agreement. Upon completion of the Proposed Transaction, RQBE will cease to be a subsidiary of the Company.

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Details required under Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 are provided in the enclosed Annexure.

The meeting of the Board of Directors of the Company commenced at 8.00 a.m. and concluded at 8:15 a.m.

Please take the above information on record.

Thanking you,

Yours faithfully, For PRISM JOHNSON LIMITED Shailesh Nagindas Digitally signed by Shailesh Nagindas Dholakia Dholakia Date: 2026.03.02 08:18:16 +05'30'

SHAILESH DHOLAKIA Company Secretary & Compliance Officer

Encl.: As above

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ANNEXURE

Details under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 are as follows:

1. The amount and percentage
of the turnover or revenue or
income
and
net
worth
contributed by~~such unit or~~
~~division or undertaking or~~
subsidiary
~~or~~
~~associate~~
~~company~~of the listed entity
during the last financial year
Name of the Subsidiary : Raheja QBE General Insurance
Company Limited (RQBE)
As on March 31, 2025
Name of the Subsidiary : Raheja QBE General Insurance
Company Limited (RQBE)
As on March 31, 2025
Name of the Subsidiary : Raheja QBE General Insurance
Company Limited (RQBE)
As on March 31, 2025
Particulars Rs. Crores %
Revenue 498.91 6.82% of Consolidated
Turnover
Networth 253.66 17.16% of Consolidated
Networth
2. Date on which the agreement
for sale has been entered into
Share Purchase Agreement executed on March 2, 2026
3. The
expected
date
of
completion of sale / disposal;
The completion of the proposed transaction is subject to
completion of the conditions precedent set out in the
Share Purchase Agreement, including receipt of
requisite
approvals,
including
approval
of
the
shareholders of the Company and approval of the
IRDAI.
However, it is estimated that the proposed transaction
will be completed on or before the date falling 9 months
from the execution date of the Share Purchase
Agreement.
4. Consideration received from
such sale/disposal;
The consideration for the sale of the Company’s
shareholding held in the material unlisted subsidiary
company is Rs.324 Crores. [The total consideration to
be received by the Company for the proposed
transaction is subject to certain adjustments on the
completion of the proposed transaction, in the manner
set out in the Share Purchase Agreement.]
5. Brief details of buyers and
whether any of the buyers
belong
to
the
promoter/
promoter
group/group
QBE Holdings (AAP) Pty Limited is part of QBE Group
and is a wholly owned subsidiary of QBE Insurance
Group Limited, the ultimate parent company of QBE
Groupwhich is listed on the Australian Securities

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companies. If yes, details
thereof
Exchange. QBE Group is comprised of international
insurers and reinsurers organised across three divisions
with a local presence in 26 countries.
QBE Holdings (AAP) Pty Limited, an existing
shareholder of RQBE, does not belong to the promoter/
promoter group/group companies.
6. Whether
the
transaction
would fall within related
party transactions? If yes,
whether the same is done at
“arm’s length
The said transaction is not a related party transaction.
7. Whether the sale, lease or
disposal of the undertaking is
outside
Scheme
of
Arrangement? If yes, details
of
the
same
including
compliance with regulation
37A of LODR Regulations
Not Applicable
8. Additionally, in case of a
slump
sale,
indicative
disclosures
provided
for
amalgamation/merger, shall
be disclosed by the listed
entity with respect to such
slump sale
Not Applicable

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