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 ('Ind AS')
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 Auditor'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
'Code of Ethics' 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 ICAI'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 Hon'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 Auditor'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.

Information Other than the Revised Standalone Financial
Statements and Auditor's Report Thereon

The Company's Management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the Company's Annual
Report, but does not include the Revised Standalone Financial
Statements and our Auditor's Report thereon. The above
information is expected to be made available to us after the
date of Auditor'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.
Management's Responsibility for the Revised Standalone
Financial Statements

The Company'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 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.

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

Auditor'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 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 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 management'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
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 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 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 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 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.

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 ' 169.64 crore as at March 31,2025; as well as the
total revenue (before amalgamation adjustments) of
' 0.04 crore for the year ended March 31,2025, and net
cash outflow (before amalgamation adjustments)
amounting to ' 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) 'Subsequent Events' 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 (Auditor'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 Company'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 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 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 auditors'

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.

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