JK Lakshmi Cement Ltd Auditor Reports

TO THE MEMBERS OF JK LAKSHMI CEMENT LIMITED

Report on the Audit of the Revised Standalone Financial Statements

Opinion

This Report is issued in supersession of our earlier Report dated May 27, 2025 on the Standalone Financial Statements ("Original Standalone Financial Statements"), to the extent of matter stated in Emphasis of Matter paragraph below.

We have audited the accompanying Revised Standalone Financial Statements of JK Lakshmi Cement Limited (the "Company"), which comprise the revised standalone balance sheet as at March 31,2025, the revised standalone statement of profit and loss (including other comprehensive loss), the revised standalone statement of changes in equity and the revised standalone statement of cash flows for the year then ended, and notes to the Revised Standalone Financial Statements including a summary of the material accounting policies and other explanatory information (hereinafter referred to as the "Revised Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of auditors reports of other amalgamating companies as were audited by us and other auditor, the aforesaid Revised Standalone Financial Statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (Rs.Ind ASRs.) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its revised profit including other comprehensive (loss), its revised cash flows and revised changes in equity for the year ended on that date.

Basis for opinion

We conducted our audit of the Revised Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the AuditorRs.s Responsibilities for the Audit of the Revised Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Rs.Code of EthicsRs. issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the Revised Standalone Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIRs.s 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 Revised Standalone Financial Statements.

Emphasis of matter

We draw attention to note 73 to the Revised Standalone Financial Statements which describes that the Original

Standalone Financial Statements of the Company for the year ended March 31,2025 were earlier approved by the Board of Directors at their meeting held on May 27, 2025 and on which we expressed an unmodified opinion vide our audit report dated May 27, 2025.

Pursuant to the implementation of Composite scheme of Amalgamation and Arrangement (Scheme) between the Company and its three subsidiaries namely Udaipur Cement Works Limited (UCWL), Hansdeep Industries & Trading Company Limited (HITCL) and Hidrive Developers and Industries Limited (HDIL) (all three subsidiaries collectively "the Amalgamating Companies" or "the Transferor Companies" ) approved by the HonRs.ble National Company Law Tribunal , Jaipur vide its order dated June 12, 2025, all the assets, liabilities, reserves and surplus of the Transferor Companies have been transferred to and vested in the Company. Consequently, the aforesaid Original Standalone Financial Statements have been revised by the Company to give accounting effect to the said Scheme prior to placing of these Original Standalone Financial Statements in the Annual General Meeting for adoption by the shareholders of the Company. Further, the aforesaid merger has been given accounting effect from the beginning of the preceding period in accordance with the requirements of Appendix C of Ind AS 103 "Business combination". The financial impact of the aforesaid treatment has been disclosed in the aforsaid note.

Our procedures on subsequent events for the period from May 28, 2025 to August 01, 2025 are restricted solely to audit the adjustments made by the management to give accounting effect to the said Scheme in the Revised Standalone Financial Statements as described above. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Revised Standalone Financial Statements for the financial year ended March 31,2025. These matters were addressed in the context of our audit of the Revised Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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 AuditorRs.s Responsibilities for the Audit of the Revised 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 Revised 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 Revised Standalone Financial Statements. The amalgamating company as reffered in other matter was audited by other auditor, have not specified any key audit matters.

Key Audit Matters

1 Revenue recognition - Discounts, incentives, rebates etc.	Our procedures included:
• Recognition, measurement, presentation and disclosure as per Ind AS-11 5 "Revenue from Contracts with Customers". (Refer Sub-note No III. (13) of note 1 of Accounting Policy).	For recognition of revenue:
• Revenue is measured net of discounts, incentives, rebates etc. given to the customers on the CompanyRs.s sales.	• We performed walkthroughs to understand the key processes and identify key controls related Ind AS 115 "Revenue from Contracts with Customers".
• Due to the CompanyRs.s presence in different marketing regions within the country and the competitive business environment, the assessment of the various types of discounts, incentives and rebate schemes, is material and considered to be complex and judgmental.	• We performed revenue cut-off testing, by reference to bill dates of sales recorded either side of the financial year end had legally completed; and
• Therefore, there is a risk of revenue being misstated as a result of faulty estimations over discounts, incentives and rebates.	• Selected a sample of sales contracts and read, analyze and identified the distinct performance obligations in these contracts.
• Given the judgement required to estimate the amount of provisions, this is a key audit matter.	For Recognition of discount, incentive, and rebate
	• Assessing the appropriateness of the CompanyRs.s accounting policies relating to discounts, incentives, rebates, etc. by comparing with applicable accounting standards.
	• Assessing the design and testing the implementation and operating effectiveness of CompanyRs.s internal controls over the approvals, calculation, provision and disbursement of discounts, incentives and rebates.
	• Obtaining managementRs.s computations for discounts, incentives and rebates accruals under applicable schemes, on a sample basis, and comparing the accruals made with the approved schemes.
	• Obtaining and inspecting, on a sample basis, supporting documentation for discounts, incentives and rebates recorded and disbursed during the year as well as credit notes issued after the year end date to determine whether these were recorded appropriately.
	• Comparing the historical trend of payments and reversal of discounts, incentives and rebates to provisions made to determine the appropriateness of current year provisions.
	Based on our audit procedures we have concluded that revenue, discount, incentive and rebates is appropriately recognized, and that there was no evidence of management bias.

 

2 Evaluation of uncertain civil and indirect tax positions and recoverability of amount deposited under protest as recoverable	Our procedure included:
The Company has material uncertain civil and indirect tax positions including matters under dispute which involves significant judgment to determine the possible outcome of these disputes.	Obtained details of completed tax assessments of earlier years and demands as on March 31, 2025, from management. We have done assessment of the managements underlying assumptions in estimating the tax provision and the possible outcome of the disputes.
The eventual outcome of these litigations is uncertain, and the positions taken by the management are based on the application of significant judgement and estimation. The review of these matters requires application and interpretation of tax laws and reference to applicable judicial pronouncements.	Based on management estimates and Independent legal opinion taken by Management of the Company
Based on management judgement and the advice from legal and tax Consultants and considering the merits of the case, the Company has recognized provisions wherever required and for the balance matters, where the management expects favorable outcome, these litigations have been disclosed as contingent liabilities in the Revised Standalone Financial Statements unless the possibility of out flow of resources is considered to be remote.	the liability against these matters are not yet certain hence the same has been shown as contingent liability in the current Revised Standalone Financial Statements.
Given the uncertainty and application of significant judgment in this area in terms of the eventual outcome of litigations, we determined this to be a key audit matter.	Our procedures on verification of the managementRs.s assessment of these matters included:
	• Gaining an understanding of the civil and tax related litigations through discussions with the management, including the significant developments, additions and settlements during the year and subsequent to March 31, 2025.
	• Inspecting demand notices received from various
	tax authorities and evaluating the CompanyRs.s written responses to those matters.
	• Evaluating the managementRs.s assessment on the likely outcome and potential magnitude by involving experts on complex or significant matters as considered necessary; and
	• Assessing the adequacy of the CompanyRs.s disclosures.
	We did not identify any significant exceptions to the managementRs.s assessment of the ongoing civil, income tax and indirect tax litigations as a result of the above procedures.

Information Other than the Revised Standalone Financial Statements and AuditorRs.s Report Thereon

The CompanyRs.s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the CompanyRs.s Annual Report, but does not include the Revised Standalone Financial Statements and our AuditorRs.s Report thereon. The above information is expected to be made available to us after the date of AuditorRs.s Report. Our opinion on the Revised Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusions thereon.

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

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance. ManagementRs.s Responsibility for the Revised Standalone Financial Statements

The CompanyRs.s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Revised Standalone Financial Statements that give a true and fair view of the

revised financial position, revised financial performance, revised total comprehensive income, revised cash flow and revised changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant Rules issued thereunder.

The respective Management and Board of Directors of the Company / amalgamating companies are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company / amalgamating companies 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 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 Revised 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 Revised Standalone Financial Statements, management is responsible for assessing the CompanyRs.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.

The respective Board of Directors of the company / amalgamating companies are responsible for overseeing the financial reporting process of the company / amalgamating companies.

AuditorRs.s Responsibilities for the Audit of the Revised Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Revised Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorRs.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 Revised 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 Revised 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 financial controls 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 system 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 and board of directors .

• Conclude on the appropriateness of managementRs.s and board of directors 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 CompanyRs.s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorRs.s report to the related disclosures in the Revised Standalone 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 auditorRs.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 Revised Standalone Financial Statements, including the disclosures, and whether the Revised Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial statements of the amalgamating companies to express an opinion on the revised standalone financial statements. For amalgamating companies included in the Revised Standalone Financial Statements, which has been audited by other auditor, such auditor of the amalgamating company remain responsible for the direction, supervision and performance of the audit carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in the section titled "Other Matter" in this audit report.

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 Revised Standalone Financial Statements for the year ended March 31, 2025, and are therefore the key audit matters. We describe these matters in our auditorRs.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.

Other Matters

i. We did not audit the separate financial statements / financial information of one amalgamating subsidiary, whose financial statements / financial information reflect total assets (before amalgamation adjustments) of Rs. 169.64 crore as at March 31,2025; as well as the total revenue (before amalgamation adjustments) of Rs. 0.04 crore for the year ended March 31,2025, and net cash outflow (before amalgamation adjustments) amounting to Rs. 0.05 crore for the year ended March 31, 2025, as considered in these Revised Standalone Financial Statements. These separate financial statements / financial information have been audited by other auditor whose audit report for the year ended March 31, 2025, have been furnished to us by the management, and our opinion on the Revised Standalone Financial Statements, in so far as it relates to the amount and disclosures included in respect of this amalgamating subsidiary and our report in terms of sub-section (3) of Section 143 of the Act, insofar as it relates to the aforesaid amalgamating subsidiary, is based solely on the report of the other auditor.

ii. In accordance with the provisions of Standard on Auditing 560 (Revised) Rs.Subsequent EventsRs. issued by The Institute of Chartered Accountants of India, our audit procedures, in so far as they relate to the revision to the Standalone Financial Statements, have been carried out solely on this matter and no additional procedures have been carried out for any other events occurring after May 27, 2025 (being the date of our earlier audit report on the Original standalone financial statements).Our earlier audit report dated May 27, 2025 on the Original standalone financial statements is superseded by this revised report on the revised standalone financial statements.

Our opinion on the Revised Standalone Financial Statements above and our report on the Other Legal and Regulatory Requirement below, is not modified in respect of above matters with respect to our reliance on the work done and the report of the other auditor.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (AuditorRs.s Report) Order, 2020 (the "Order") issued by the Central Government in terms of Section 143(11) of the Act, on the basis of our comments and in terms of comments in the report of the amalgamating entities, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2 As required by Section 143(3) of the Act, based on our audit and on the considerations of the reports of the other auditor on separate financial statements of the amalgamating subsidiary referred to in the "Other Matters" paragraph above, 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 have been kept by the Company so far as it appears from our examination of those books, except for not complying with the requirement of audit trail to the extent stated in paragraph (i)(vi) below;

c) The revised balance sheet, the revised statement of profit and loss including other comprehensive (loss), the revised statement of cash flows and revised statement of changes in equity dealt with by this Report are in agreement with the relevant books of accounts;

d) In our opinion, the aforesaid Revised Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant rules made thereunder, as amended and other accounting principles generally accepted in India;

e) On the basis of the written representations received from the directors as on April 01, 2025 and April 10, 2025, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025, from being appointed as a director in terms of Section 164 (2) of the Act;

f) The comment relating to the maintenance of accounts and other matters connected therewith, is as stated in paragraph (b) above on reporting under Section 143(3)(b) and paragraph 2(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 Revised Standalone Financial Statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the CompanyRs.s internal financial controls with reference to Revised Standalone Financial Statements;

h) In our opinion and according to the information and explanations given to us, the managerial remuneration for the year ended March 31,2025, 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 AuditorRs.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 and based on the considerations of the reports of the other auditor on separate financial statements of the amalgamating subsidiary as noted in the "Other Matter" paragraph;

i. The Company has disclosed the impact of pending litigations as at March 31, 2025, on its financial position in its Revised Standalone Financial Statements - Refer note 54, 55, 56 and 57;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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 us and other auditor mention in other matters

paragraph that (refer note 72 of the Revised Standalone Financial Statements), to the best of its knowledge and belief, no funds have been advanced or loaned or invested by the Company and its amalgamating subsidiaries to or in any other person or entities, 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 us and other auditor mention in other matters paragraph that (refer note 72 of the Revised Standalone Financial Statements), to the best of its knowledge and belief, no funds have been received by the Company and its amalgamating subsidiaries from any person or entity, 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 by us and by the other auditor of the amalgamating Company mentioned in other matter paragraph, as considered reasonable and appropriate in the circumstances, nothing has come to our or other auditorsRs.

notice that has caused us to believe that the representations under sub-clause iv (a) and iv

(b) contain any material misstatement.

v. a) The final dividend relating to financial year 2023-24 declared or paid during the year ended March 31,2025, by the Company is in compliance with section 123 of the Act.

b) As stated in note 50 to the accompanying Revised Standalone Financial Statements, the Board of Directors of the Company have proposed final dividend for the year ended March 31,2025, which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. Based on such audit procedures performed by us and auditor of amalgamating companies, which included test checks, the Company has a widely used its accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and that has operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature was not enabled at the database level. During the course of performing our procedures, we did not notice any instance of the audit trail feature being tampered with.

Further, the audit trail, to the extent maintained in the prior year, has been preserved by the Company, wherever applicable, as per the statutory requirements for record retention. Also, refer note 67 to the Revised Standalone Financial Statements.

Annexure A to the Independent AuditorsRs. Report to the members of JK Lakshmi Cement Limited dated August 01,2025 Report on the matters specified in paragraph 3 of the Companies (AuditorRs.s Report) Order, 2020 (the "Order") issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 (the "Act") as referred to in paragraph 1 of Rs.Report on Other Legal and Regulatory RequirementsRs. section.

Our report includes report on the amalgamating entities which have been audited by us and other auditor referred in the Rs.Other MattersRs. in our report of even date. Our report in respect of this amalgamating entities is based solely on the our report and Auditors of the other auditor to the extent considered applicable for reporting under the Order in these Revised Standalone Financial Statements.

(i) (a)(A) The Company has maintained proper records showing full particulars including quantitative details and situation of

property, plant and equipment.

(a) (B) The Company has maintained proper records showing full particulars of intangibles assets.

(b) According to the information and explanations given by the management and on the basis of our examination of the records of the Company, and auditors report of amalgamating companies, the Company has a regular program of physical verification of its property, plant and equipment. All property, plant and equipment have been verified by the management according to the program. No material discrepancies were noticed on such verification undertaken during the year.

(c) According to the information and explanations given by the management and on the basis of our examination of the records of the Company, and auditors report of amalgamating companies, the title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favor of the lessee) are held in the name of the Company except as stated in noted no. 2 of the of the Revised Standalone Financial Statements.

Description of Prpoerty	Gross Carrying (Value in Rs. Crore)	Held in the name of	Whether promoter, director or their relative or employee	Period held indicate range, where appropriate	Reason for not being held in the name of company
Lease Hold Land	4.02	Bihar Industrial Development Authority (BIADA).	No	JulyRs.2015	Bihar Industrial Area Development Authority has given a notice to the Company on 30.06.2020 that the amount paid by Company is forfeited. Against the CompanyRs.s appeal the HonRs.ble High Court has directed BIADA to relook into allotment of alternative land. BIADA has agreed vide letter dated- 25.03.2022 for allotment of fresh land elsewhere can be looked into.
Leasehold land	0.20	Udaipur Cement Works Limited (amalgamating company)	No		Properties acquired through the Composite Scheme of Amalgamation and Arrangement have not yet been transferred in the name of the Company.
Freehold land	13.17	Udaipur Cement Works Limited (amalgamating company)	No
Freehold land	44.05	Hansdeep Industries & Trading Compa ny Limited (amalgamating company)	No
Freehold land	26.65	Hidrive Developers and Industries Limited (amalgamating company)	No
Building	28.97	Udaipur Cement Works Limited (amalgamating company)	No

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, and auditors report of amalgamating companies, the Company has not revalued its property, plant and equipment (including right of use assets) or intangible assets during the year ended March 31,2025.

(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, and auditors report of amalgamating companies, there are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(ii) (a) The management has conducted physical verification of inventory including inventory lying with third parties at reasonable intervals during the year. In our opinion the coverage and the procedure of such verification by the

management is appropriate. No Discrepancies of 10% or more in aggregate for each class of inventory were noticed on such physical verification.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, and auditors report of amalgamating companies, as disclosed in note 72(vii) to the Revised Standalone Financial Statements, the Company has been sanctioned working capital limits in excess of Rs. five crores in aggregate from banks and/or financial institutions during the year on the basis of security of current assets of the Company. The quarterly returns of current assets filed by the Company with banks do not have material variances with books of account.

(iii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, and auditors report of amalgamating companies, during the year the Company has provided loans and provided guarantee to companies, firms, Limited Liability Partnerships or any other parties. Details is as follows:

	Guarantees	Security	Loans
Aggregate amount granted / provided during the year - Subsidiaries			29.10
- Joint ventures	-	-
- Associates	-	-	-
- Others	-	-	-
Balance outstanding as at balance sheet date in respect of above cases - Subsidiaries			98.42
- Joint ventures	-	-	-
- Associates	-	-	-
- Others	-	-	15.00

(b) According to the information and explanations given to us and based on the audit procedures conducted by us, and auditors report of amalgamating companies, in our opinion the terms and conditions of the grant of all loans, guarantees provided and investments made are, prima facie, not prejudicial to the interest of the Company. Further, the Company has not given any security or provided any advances in the nature of loans during the year.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, and auditors report of amalgamating companies, in respect of loan(s) and advance in the nature of loans granted to companies, Arms, Limited Liability Partnerships or any other parties, the schedule of repayment of principal and payment of interest has been stipulated and the repayment or receipts are regular.

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, and auditors report of amalgamating companies, there are no amounts of loans and advances in the nature of loans granted to companies or any other parties which are overdue for more than ninety days.

(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there were no loans or advance in the nature of loan granted to companies, firms, Limited Liability Partnerships or any other parties, which was fallen due during the year, that have been renewed or extended or fresh loans granted to settle the over dues of existing loans given to the same parties.

(f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, and auditors report of amalgamating companies, in respect of loan(s) and advances in the nature of loans granted to companies, firms, limited liability partnerships or any other parties, the schedule of repayment of principal and payment of interest has been stipulated and the repayment or receipts are regular.

(iv) According to the information and explanations given to us and on the basis of our examination of the records of the Company, and auditors report of amalgamating companies, provisions of Section 185 and 186 of the Act, wherever applicable, in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.

(v) According to the information and explanations given to us and on the basis of our examination of the records of the Company, and auditors report of amalgamating companies, the Company has complied with the directive issued by the Reserve Bank of India and the provisions of Section 73 to 76 of the Act or any other relevant provisions of the Act and the rules framed there under (to the extent applicable) with regard to deposits accepted from public. We have been informed that no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or other Tribunal in this regard.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Act in respect of the CompanyRs.s products to which the said rules are made applicable and are of the opinion that prima facie, the prescribed records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the

Company, and auditors report of amalgamating companies, in our opinion the Company is generally regular in depositing undisputed statutory dues including goods and services tax, provident fund, employeesRs. state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues with the appropriate authorities to the extent applicable and there are no undisputed statutory dues payable as at March 31, 2025, for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, and auditors report of amalgamating companies, certain dues in respect of goods and services tax, provident fund, employeesRs. state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess, and other statutory dues that have not been deposited with the appropriate authorities on account of dispute and the forum where the dispute is pending are given below:

Name of the Statue	Nature of the Dues	Amount in Rs. crore	Period	Forum where the dispute is pending*
Sales Tax Act	Sales Tax	0.42	1995-2000	Uttar Pradesh High Court, Allahabad
		23.83	2015- 2020	Rajasthan High Court, Jodhpur
	Total Sales Tax	24.25
Entry Tax Exemption (Entry Tax Act, 1976)	Entry Tax	3.83	2014-2017	Bilaspur High Court
	Total Entry Tax	3.83
Central Excise Act	Excise Duty	0.06	2015-2018	Add Commissioner, Jodhpur
	Cenvat on Clean Energy Cess	2.28	2015-2017	CESTAT
	Coal Cess	6.59	2017-2022	DGGI Raipur
	Total Excise	8.93
Finance Act, 1994	Service Tax	2.45	2013-2014	Rajasthan High Court, Jodhpur
		2.95	2016-18	CESTAT, New Delhi
	Total Service Tax	5.40
Goods and Service Tax Act, 2017	GST on Development and Environment Cess	1.52	2017-2021	Additional Commissioner (Preventive)
	Total Goods and Service Tax	1.52
Income Tax Act,1961	TCS on DMF	0.56	2016-19	Bilaspur High Court
	Income tax assessment	45.60	AY 2023-23	Commissioner of Income Tax (Appeal)
	Total Income Tax	46.16
Others: The Mines and Minerals (Development and Regulation) Act	National Mineral Exploration Fund	0.80	August 2015 to May 2015	Revision Application before Revisionary Authority, Ministry of Mines, New Delhi
Environment and Health Cess (Rajasthan Finance Act, 2008; Rajasthan Environment and Health Cess Rules, 2008)	Cess on limestone extraction	35.62	2008 to 2017	Supreme Court
Electricity Duty Act	Electricity Duty on WHR / CPP Plant	8.71	NovRs.17 to SeptRs.25	Chief Electrical Inspector - Raipur
	E. Duty / WC / Cross Subsidy	29.12	July 10 to July 13	Jodhpur High Court
	Cross Subsidy on Solar Power purchase	4.30	2022-23 to 2024-25	Jodhpur High Court
Good and Service Tax Act, 2017	Excess Input Claimed	0.27	FY 2017-18	Appellate Authorities
Good and Service Tax Act, 2017 (Udaipur Cement Works Limited - Amalgamating Company)	GST on DMFT & NMET	1.11	FY 2017-2019	GST Commissioner Appeal
	Total others	79.93

(viii) According to the information and explanations given by the management of the Company and on the basis of our examination of the records of the Company, and auditors report of amalgamating companies, the Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the

Company, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, and auditors report of amalgamating companies, the Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, and auditors report of amalgamating companies, term loans were applied for the purpose for which the loans were obtained.

(d) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, and auditors report of amalgamating companies, no funds raised on short-term basis have been used for long-term purposes by the Company.

(e) According to the information and explanations given to us and on an overall examination of the Revised Standalone Financial Statements of the Company, and auditors report of amalgamating companies, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries or associates.

(f) According to the information and explanations given to us and procedures performed by us and other auditors of amalgamating company, the Company has not raised loans during the year on the pledge of securities held in its subsidiaries or associate companies. Hence, the requirement to report on clause (ix)(f) of the Order is not applicable to the Company.

(x) (a) The Company has not raised any money during the year by way of initial public offer / further public offer (including debt instruments) hence, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, and auditors report of amalgamating companies, the Company has not made any preferential allotment or private placement of shares / fully or partially or optionally convertible debentures during the year under audit and hence, the requirement to report on clause 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) Based on examination of the books and records of the Company and according to the information and explanations given to us, and auditors report of amalgamating companies, considering the principles of materiality outlined in Standards on Auditing, no fraud by the Company or no fraud on the Company has been noticed or reported during the year.

(b) According to the information and explanations given to us, and to auditors report of amalgamating companies, during the year, no report under sub-section (12) of section 143 of the Companies Act, 2013 has been filed by cost auditor / secretarial auditor or by us in Form ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

(xii) (a) According to the information and explanations given to us, In our opinion, the Company is not a Nidhi Company.

Therefore, the provisions of clause 3(xii)(a) to 3(xii)(c) of the order are not applicable to the Company and hence not commented upon.

(xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with section 177 and 188 of the Act where applicable, for all transactions with the related parties and the details of related parties transactions have been disclosed in the Revised Standalone Financial Statements as required by the applicable Indian Accounting standards.

(xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(b) The internal audit reports of the Company issued till the date of the audit report on Original Financial Statements, for the period under audit have been considered by us.

(xv) According to the information and explanations given to us and to auditors report of amalgamating companies, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in Section 192 of the Act.

(xvi) (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company.

Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities without obtained a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.

(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.

(d) According to the information and explanations provided to us, the Group has two Core Investment Company as part of the Group. We have not, however, separately evaluated whether the information provided by the management is accurate and complete.

(xvii) The Company has not incurred cash losses in the current financial year and preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.

(xix) According to the information and explanations given to us and on the basis of the financial ratios disclosed in note 52 to the Revised Standalone Financial Statements, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the Revised Standalone Financial Statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) (a) In our opinion and according to the information and explanations given to us, in respect of other than ongoing projects, there are no unspent amounts that are required to be transferred to a fund specified in Schedule VII of the Companies Act (the Act), in compliance with second proviso to sub section 5 of section 135 of the Act relating to corporate social responsibility. This matter has been disclosed in note 58(a) to the Revised Standalone Financial Statements

(b) In our opinion and according to the information and explanations given to us, there are no unspent amounts in respect of ongoing projects, that are required to be transferred to a special account in compliance of provision of sub section (6) of section 135 of Companies Act relating to Corporate Social Responsibility. This matter has been disclosed in note 58(a) to the Revised Standalone Financial Statements.

(xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of Revised Standalone Financial Statements of the Company. Accordingly, no comment has been included in respect of said clause under this report.

	For S S Kothari Mehta & Co LLP
	Chartered Accountants
	ICAI Firm Registration No.: 000756N/N500441
Place: New Delhi	DEEPAK KUMAR GUPTA
Date: August 01,2025	Partner
UDIN: 25411678BNQLPK1203	Membership No.: 411678

Annexure B to the Independent AuditorsRs. Report to the Members of JK Lakshmi Cement Limited dated August 01,2025 on its Standalone Revised Financial Statements

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") as referred to in paragraph 2(g) of Rs.Report on Other Legal and Regulatory RequirementsRs. section

We have audited the internal financial controls with reference to these Revised Standalone Financial Statements of JK Lakshmi Cement Limited ("the Company") as of March 31, 2025, in conjunction with our audit of the Revised Standalone Financial Statements of the Company for the year ended on that date.

ManagementRs.s Responsibility for Internal Financial Controls

The CompanyRs.s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the CompanyRs.s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AuditorsRs. Responsibility

Our responsibility is to express an opinion on the CompanyRs.s internal financial controls with reference to these Revised Standalone Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing as specified under Section

143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to these Revised Standalone Financial Statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to these Revised Standalone Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to these Revised Standalone Financial Statements included obtaining an understanding of internal financial controls with reference to these Revised Standalone Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorRs.s judgement, including the assessment of the risks of material misstatement of the Revised Standalone Financial Statements , whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to these Revised Standalone Financial Statements.

Meaning of Internal Financial Controls with Reference to these Revised Standalone Financial Statements

A companyRs.s internal financial control with reference to these Revised Standalone Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Revised Standalone Financial Statements for external purposes in accordance with generally accepted accounting principles. A companyRs.s internal financial control with reference to these Revised Standalone Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Revised Standalone Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companyRs.s assets that could have a material effect on the Revised Standalone Financial Statements.

Inherent Limitations of Internal Financial controls with Reference to these Revised Standalone Financial Statements

Because of the inherent limitations of internal financial controls with reference to these Revised Standalone Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to these Revised Standalone Financial Statements to future periods are subject to the risk that the internal financial control with reference to these Revised Standalone Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to these Revised Standalone Financial Statements and such internal financial controls with reference to these Revised Standalone Financial Statements were operating effectively as at March 31,2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

Other Matters

Our report under section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting with reference to these revised standalone financial statements of the Company, in so far as it relates to one amalgamating company merger in consequent to application of Composite Scheme of Amalgamation, which is company incorporated in India, is based on the corresponding report of the auditors of such subsidiary incorporated in India.

	For S S Kothari Mehta & Co LLP
	Chartered Accountants
	ICAI Firm Registration No: 000756N/N500441
Place: New Delhi	DEEPAK KUMAR GUPTA
Date: August 01,2025	Partner
UDIN: 25411678BNQLPK1203	Membership No: 411678