We have audited the standalone financial statements of Prism
Johnson Limited (“the Company”), which comprise the Balance
Sheet as at March 31, 2026, the Statement of Profit and Loss,
including the statement of Other Comprehensive Income, the
Statement of Cash Flows and the Statement of Changes in
Equity for the year then ended, and notes to the standalone
financial statements, including a summary of material
accounting policies and other explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013, as amended (“the Act”) in the manner
so required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2026, its profit
including other comprehensive loss, its cash flows and the
changes in equity for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing (SAs), as
specified under section 143(10) of the Act. Our responsibilities
under those Standards are further described in the ‘Auditor's
Responsibilities for the Audit of the Standalone Financial
Statements' section of our report. We are independent of the
Company in accordance with the ‘Code of Ethics' issued by

the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Act and the
Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the standalone financial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements for the financial year ended
March 31, 2026. These matters were addressed in the context
of our audit of the standalone financial statements as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. For each matter below, our
description of how our audit addressed the matter is provided
in that context.

We have determined the matters described below to be
the key audit matters to be communicated in our report. We
have fulfilled the responsibilities described in the Auditor's
responsibilities for the audit of the standalone financial
statements section of our report, including in relation to these
matters. Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the
risks of material misstatement of the standalone financial
statements. The results of our audit procedures, including
the procedures performed to address the matters below,
provide the basis for our audit opinion on the accompanying
standalone financial statements.

INFORMATION OTHER THAN THE FINANCIAL
STATEMENTS AND AUDITOR’S REPORT THEREON

The Company's Board of Directors is responsible for the other
information. The other information comprises the information
included in the Annual Report, but does not include the
standalone financial statements and our auditor's report
thereon. The Annual Report is expected to be made available
to us after the date of this auditor's Report.

Our opinion on the standalone financial statements does not
cover the other information and we will not express any form
of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether such other information is materially
inconsistent with the standalone financial statements or our
knowledge obtained in the audit or otherwise appears to be
materially misstated.

RESPONSIBILITIES OF MANAGEMENT FOR THE
STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to the
preparation of these standalone financial statements that
give a true and fair view of the financial position, financial
performance including other comprehensive income, cash

flows and changes in equity of the Company in accordance
with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) specified
under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and the design, implementation and maintenance
of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and
presentation of the standalone financial statements that give
a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the standalone financial statements, management
is responsible for assessing the Company's ability to continue
as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of
accounting unless management either intends to liquidate the
Company or to cease operations, or has no realistic alternative
but to do so.

Those Board of Directors are also responsible for overseeing
the Company's financial reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE
STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal
control.

• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i)
of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal
financial controls with reference to financial statements in
place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

• Conclude on the appropriateness of management's use
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that
may cast significant doubt on the Company's ability
to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw
attention in our auditor's report to the related disclosures
in the financial statements or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of
our auditor's report. However, future events or conditions
may cause the Company to cease to continue as a going
concern.

• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
for the financial year ended March 31, 2026 and are therefore
the key audit matters. We describe these matters in our auditor's
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest
benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order,
2020 (“the Order”), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act,
we give in the “Annexure 1” a statement on the matters
specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report, to the
extent applicable, that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge
and belief were necessary for the purposes of our
audit;

(b) In our opinion, proper books of account as required
by law relating to preparation of the aforesaid
financial statements have been kept so far as it
appears from our examination of those books
except for matters stated in paragraph (i)(vi) below
on reporting under Rule 11(g);

(c) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive
Income, the Statement of Cash Flows and Statement
of Changes in Equity dealt with by this Report are in
agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules,
2015, as amended;

(e) On the basis of the written representations received
from the directors as on March 31, 2026 taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2026 from
being appointed as a director in terms of Section
164 (2) of the Act;

(f) The modification relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph 2(b) above on reporting
under section 143(3)(b) and paragraph (i)(vi) below
on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014;

(g) With respect to the adequacy of the internal financial
controls with reference to these standalone financial
statements and the operating effectiveness of such
controls, refer to our separate Report in “Annexure
2” to this report;

(h) In our opinion, the managerial remuneration for the
year ended March 31, 2026 has been paid / provided
by the Company to its directors in accordance with
the provisions of section 197 read with Schedule V
to the Act;

(i) With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
as amended in our opinion and to the best of our
information and according to the explanations given
to us:

i. The Company has disclosed the impact of
pending litigations on its financial position in

its standalone financial statements - Refer note
4.05(a) to the standalone financial statements;

ii. The Company has made provision, as required
under the applicable law or accounting
standards, for material foreseeable losses, if
any, on long-term contracts including derivative
contracts - Refer note 4.05(c) to the standalone
financial statements;

iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by the
Company;

iv. a) The management has represented that,

to the best of its knowledge and belief,
as disclosed in the note 4.26(iii)(a) to
the standalone financial statements, no
funds have been advanced or loaned or
invested (either from borrowed funds or
share premium or any other sources or
kind of funds) by the Company to or in any
other person(s) or entity(ies), including
foreign entities (“Intermediaries”), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend
or invest in other persons or entities
identified in any manner whatsoever by
or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries;

b) The management has represented that,
to the best of its knowledge and belief,
as disclosed in the note 4.26(iii)(b) to the
standalone financial statements, no funds
have been received by the Company
from any person(s) or entity(ies), including
foreign entities (“Funding Parties”), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and

c) Based on such audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, nothing has come to our
notice that has caused us to believe that
the representations under sub-clause (a)
and (b) contain any material misstatement.

v. No dividend has been declared or paid during
the year by the Company.

vi. Based on our examination which included test
checks, the Company has used accounting
softwares for maintaining its books of account
which has a feature of recording audit trail (edit
log) facility for all relevant transactions recorded
in the software except that, audit trail feature
was not enabled for changes at database level
in respect of one of its accounting software
for the period April 1, 2025 to March 14, 2026,
as described in note 4.28 to the financial
statements. Further, during the course of our
audit we did not come across any instance

of audit trail feature being tampered with, in
respect of accounting softwares where the
auditares where the
audit trail has been enabled.

Additionally, the audit trail of prior years has
been preserved by the Company as per the
statutory requirements for record retention
to the extent it was enabled and recorded in
those respective years.

For S R B C & CO LLP

Chartered Accountants
ICAI Firm Registration Number : 324982E/E300003

per Firoz Pradhan

Partner

Membership Number : 109360
UDIN : 26109360VXCDJM1074

Place of Signature : Mumbai
Date : May 14, 2