Directors Report of NCC Blue Water Products Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the 32^nd Annual Report along with the Audited Financial Statements of the Company for financial year ended March, 31 2025. The financial summary and highlights are stated as under:

Financial Results		(Rs. in Lakhs)
Particulars	Year ended	Year ended
	31.03.2025	31.03.2024
Gross Income	51.89	77.01
Profit before Depreciation and taxation	25.47	59.07
Depreciation		-
Profit before exceptional item & Tax	25.47	59.07
Exceptional items	434.74	-
Profit before tax	460.21	59.07
Provision for Tax	(110.56)	(15.40)
Profit after tax	349.65	43.67
Paid-up equity share capital	775.00	775.00
Reserves excluding Revaluation Reserves	400.45	50.80

Dividend

As the profit earned by the Company (other than in relation to Exceptional Items) in the current FY is meagre, the Board has not recommended any dividend for the year ended 31.03.2025.

The State of the Company''s Affairs

During the year, your Company has earned Gross Income of '' 51.89 lakhs and net profit of '' 349.65 lakhs which includes sale proceeds of Land.

As communicated to the Members at the time of the earlier Annual General Meetings after the compulsory acquisition of the major portion of the lands owned by the Company at Chandanada Village, Nakkapalli Mandal, Anakapalli District, Andhra Pradesh by the Government of Andhra Pradesh through the Andhra Pradesh Industrial & Infrastructure Corporation Limited under the provisions of The Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement (RFCTLARR) Act, 2013 the Company at the beginning of the F.Y 2024-25 was left with around 49.29 acres of undisputed land and 22.57 acres of lands where there are certain issues and which are difficult to be resolved.

As the aforesaid lands owned by the company are in fragments of 5 to 6 parcels and are unviable for any active usage, the Company had sought the approval of the members of the

Company for disposing off the aforesaid land parcels which have been remaining idle quite for sometime and which was accorded by the members at the AGM held on 30^th September 2023. After putting the lost of efforts, the Company has sold 38.32 acres of land out of the undisputed land admeasuring 49.29 acres and the balance undisputed land held by the Company as at the end of the F.Y stood at 10.97 acres. The amount reflected in the Exceptional Item pertains to the profit earned by the Company through sale of land.

Keeping inview the challenges involved the Company foresees difficulty in disposing of the lands where certain issues are involved.

Transfer to Reserve

The Board has decided to retain the profit earned and not to transfer the same to the Reserve.

Management Discussion and Analysis

Business Overview and Outlook and the state of the affairs of the Company and the Industry in which it operates, is discussed in detail in the section relating to Management Discussion & Analysis which forms part of this report.

Change in nature of business

There has been no change in the nature of business carried on by the Company during the year under review

Material changes and commitments affecting the financial position of the Company.

There are no Material Changes and Commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Share Capital

During the financial year under review, there has been no change in the Authorized and Paid up Share Capital of the Company.

Directors'' responsibility statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability confirm as under:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company for the financial year ended 31^st March, 2025;

(c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) The Company had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Subsidiaries, Joint Ventures or Associates Companies

The Company does not have any subsidiary, associate and joint-venture companies.

Deposits from Public

During the year the Company has not accepted any Deposit from the public.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

The Company did not have any activities either relating to Conservation of Energy or Technology Absorption and

therefore the provisions relating to Conservation of Energy or Technology Absorption are not applicable. The Company did not have any foreign exchange earnings and foreign exchange outgo during the year under review.

Particulars of loans, guarantees or investments

Pursuant to the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, the Company has not made any loans, guarantees, investments during the financial year ended 31^st March 2025.

Particulars of contracts or arrangement with Related Parties

The Company has not entered into any related party transactions during the financial year 2024-25.

Directors and KMPs

Smt. Sri Raja Kalidindi Deepthi, Director (DIN-01106956) retires by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

The Independent Directors have submitted the declaration of independence, pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of section 149 of the Companies Act, 2013.

During under review Sri G Subba Rao (DIN 01340994) and Sri U Jayachandra (DIN 02428646) completed their second term as Independent Directors and ceased to be Independent Directors of the Company with effect from close of business hours on September 26, 2024.

The Board of Directors places on record its deep appreciation for the valuable guidance and significant contributions made by Sri G Subba Rao and Sri U Jayachandra as Independent Directors of the Company.

Sri J S N Raju, Wholetime Director resigned from the Board effective December 7, 2024 due to reasons of health. The Board places on record the valuable services rendered by Sri J S N Raju during his long association with the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Sri Ravindranath Ratho and Sri V Dinesh Raju as Independent Directors w.e.f August 31, 2024 and the Shareholders of the Company at the AGM held on 25^th September 2024 have approved the aforesaid appointments.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Sri U Jayachandra (DIN:02428646) as an Additional Director & CEO (Key Managerial Personal) of the Company at its meeting held on 24^th March 2025. The approval of the Shareholders for the aforesaid appointment of Sri U Jayachandra is being sought at the Annual General Meeting being held on 26^th September 2025.

During the year Sri K Vidya Sagar, superannuated as the Chief Financial Officer (CFO) of the Company on 26^th March 2025. Based on the recommendation of the Nomination and Remuneration Committee and the approval of the Audit Committee, the Board appointed Sri.A A Narasimha Raju, as the CFO (Key Managerial Personnel) of the Company w.e.f 28^th March 2025.

Sri U Jayachandra, CEO, Sri A A Narasimha Raju, Chief Financial Officer and Sri M.Venugopal, Company Secretary are the Key Managerial Personnel of the company in accordance with the provisions of the Section 2(51) and 203 of the Companies Act, 2013.

Meetings of Board of Directors

During the Financial year, the Board met 8 times i.e. on 24^th May 2024, 12^th August 2024, 31^st August 2024, 12^th November 2024, 25^th January 2025, 12^th February 2025, 24^th March 2025 and 28^th March 2025. The gap between any two consecutive Board Meetings did not exceed One Hundred and Twenty days.

Name of the Director	Designation	No. of Meetings held	No. of Meetings attended
Sri Ravindranath Ratho(#)	Independent Director	5	5
Sri V Dinesh Raju(#)	Independent Director	5	5
Smt SRK Deepthi	Independent Director	8	8
Sri J S N Raju (*)	Wholetime Director	4	4
Sri G Subba Rao (@)	Independent Director	3	3
Sri U Jayachandra (@)	Independent Director	3	3
Sri U Jayachandra ($)	Addl Director & CEO	1	1

(#) Appointed as Independent Directors w.e.f August 31,2024 (*) Resigned from the Board w.e.f. December 7, 2024 (@)Term completed w.e.f. September 26, 2024 ($) Appointed as Addl Director & CEO w.e.f 24.3.2025

Meeting of Independent Directors

Pursuant to provisions of the Companies Act, 2013 read with rules made there under and Secretarial Standard-I issued by the Institute of Company Secretaries of India and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company for the Financial Year 2024-25 was held on February 12, 2025.

Composition of Audit CommitteeAudit Committee of the Board

The Audit Committee presently comprises of three Directors. The members of the Committee are financially literate and bring in expertise in the fields of Accounting & Finance. Sri Ravindranath Ratho, Independent Director, is the Chairman of the Committee.

The Audit Committee met five times during the Financial Year i.e. on 24^th May 2024 12^th August 2024, 12^th November 2024, 12^th February 2025 and 28^th March 2025. The Company is in compliance with the requirements of the SEBI Listing Regulations and the Companies Act, 2013 in terms of the time gap between two Audit Committee Meetings.

The composition of the Audit Committee as on March 31, 2025, and details of attendance for the Meetings of the Audit Committees are as under;

Name of the Director	Designation	No. of Meetings held	No. of Meetings attended
Sri Ravindranath Ratho(#)	Chairman	3	3
Sri V Dinesh Raju(#)	Member	3	3
Smt SRK Deepthi	Member	5	5
Sri G Subba Rao (*)	Member	2	2
Sri U Jayachandra (*)	Member	2	2
(#) Appointed as Members of the Audit Committee w.e.f. August 31,2024. (*) Ceased as Members of the Audit Committee w.e.f. September 26, 2024

Composition of Nomination and Remuneration Committee The Committee comprises of three Non-Executive Directors, of which two are Independent Directors and one non-Independent Director. The Committee met five times i.e., on 24th May 2024, 31st August 2024, 12th February 2025, 24th March 2025 and 28th March 2025. Details of composition of the Committee and meetings held / attended are given hereunder:
Name of the Director	Designation	No. of Meetings held	No. of Meetings attended
Sri V Dinesh Raju(#)	Chairman	3	3
Sri Ravindranath Ratho (#)	Member	3	3
Smt S R K Deepthi	Member	5	5
Sri U Jayachandra(*)	Chairman	2	2
Sri G Subba Rao(*)	Member	2	2
(#) Appointed as Members of the Nomination and Remuneration Committee w.e.f. August 31,2024. (*) Ceased as Members of the Nomination and Remuneration Committee w.e.f. September 26, 2024 Composition of Stakeholders Relationship Committee The Committee oversees the Shareholder grievances, inter-alia, redressal of Investor complaints, attending Investor requests, and reviewing matters connected with the servicing of investors. The Committee reviews the performance of the Registrar and Transfer Agents and recommends measures for overall quality improvement of investor services. The Chairman of the Committee is Sri Ravindranath Ratho, Independent Director. Sri M Venu Gopal, Company Secretary is the Compliance Officer of the Company. The Committee met once during the Financial Year i.e. on May 24, 2024. Composition and attendance of Members at the Stakeholders Relationship Committee Meetings held during the year are as follows.
Name of the Director	Designation	No. of Meetings held	No. of Meetings attended
Sri G Subba Rao (*)	Chairman	1	1
Sri U Jayachandra (*)	Member	1	1
Smt S R K Deepthi	Member	1	1
(*) Ceased as Members of the Stakeholders Relationship Committee w.e.f. September 26, 2024

During the Financial Year 2024-25, the Company has not received any complaints from the shareholders/investors. The Company has processed and approved all valid requests received for dematerialization of Shares and there were no pending requests as on March 31,2025. The Company has designated a separate email [email protected] for investor grievances.

Whistle Blower Policy / Vigil Mechanism

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed thereunder and pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been posted on the website of the Company (http://nccbpl.com).

Annual Return

Pursuant to Section 92 (3) of the Companies Act, 2013 a copy of the annual return for the financial year ended 31^st March 2025 has been placed on the website of the Company at http://www.nccbpl.com.

Corporate Governance

As provided under Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is exempted from furnishing Corporate Governance Report.

Board Evaluation

The Nomination and Remuneration Committee has laid down criteria for performance evaluation of the Directors, Board level Committees and the Board as a whole and also the evaluation process for the same.

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, annual performance evaluation of the Directors including Chairman, Board and its Committees viz., the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee has been carried out. The Nomination and Remuneration Committee reviews the said Performance Evaluation on annual basis. The Performance evaluation of Independent Directors was carried out by the entire Board of Directors without participation of the directors who are subject to the evaluation.

Compliance with Secretarial Standards

The Company has complied with applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Companies Act, 2013.

Reporting of Frauds by the Auditors

There have been no instances of fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed there under either to the Company or to the Central Government.

Corporate Social Responsibility

The company has a CSR Policy. Provisions of Section 135 of the Act relating to CSR are not applicable to the Company.

Remuneration Policy

The Company has not paid any remuneration to its directors. Investor Education and Protection Fund (IEPF)

The company was not required to transfer any shares/dividend to the IEPF Authority during the Financial Year 2024-25.

Statutory Audit

M/s. K P Rao & Co., (Firm Registration No. 003135S), Chartered Accountants who were appointed as Statutory Auditors of the Company for a term of Five years from the conclusion of the 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting conducted the Statutory Audit for the F.Y - 2024-25. The Independent Auditors'' Report to the Members of the Company in respect of the Financial Statements for the Financial Year ended March 31, 2025 forms part of this Annual Report and does not contain any qualifications(s) or adverse observations.

Secretarial Audit

In compliance with the provisions of the Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s. Ravi & Subramanyam, Company Secretaries to conduct Secretarial Audit of the records and documents of the Company for the financial year 2024-25.

The Secretarial Audit Report for the Financial Year ended March 31, 2025 in Form No MR-3 is annexed to the Board''s

Report. The Secretarial Auditors Report to the Members of the Company for the Financial Year ended March 31, 2025 does not contain any qualifications or adverse observations

Details of Adequacy of Internal Financial Controls

The Company is well equipped with adequate internal financial controls.

Significant or Material Orders passed against the Company

There have been no significant or material order passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its future operations.

Disclosure under the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013,

At present there are no employees except KMPs and hence POSH is not applicable

Proceedings under the Insolvency and Bankruptcy Code, 2016

There was no proceeding initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.

Maternity Benefit

There are no employees and hence the provisions of Maternity Benefit Act, 1961 is not applicable during the previous year under review.

Particulars of Employees

There are no employees whose particulars are to be given under Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, as amended during the previous year under review.

The ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, currently not applicable as no Director or KMP has drawn remuneration from the Company except Mr M Venu Gopal, Company Secretary.

Acknowledgements

The Directors thank the Members, Bankers and officials of concerned Government Departments for their co- operation and continued support to the Company.

---

Mar 31, 2024

Your Directors take pleasure in presenting the 31^st Annual Report along with the Audited Financial Statements of the Company
for financial year ended March, 31 2024. The financial summary and highlights are stated as under:

Financial Results ('' in Lakhs)

Particulars	Yearended 31.03.2024	Yearended 31.03.2023
Gross Income	77.01	63.43
Profit before Depreciation and taxation	59.07	45.30
Depreciation	-	-
Provision for Tax	(15.40)	(11.51)
Profit after tax	43.67	33.79
Paid-up equity share capital	775.00	775.00
Reserves excluding Revaluation Reserves	50.80	7.13

Dividend

In view of losses suffered in earlier years which are carried
forward and as the profit earned in the current FY is meagre,
the Board has not recommended any dividend for the year
ended 31.03.2024.

The State of the Company''s Affairs

During the year, your Company has earned Gross Income of
'' 77.01lakhs and net profit of '' 43.67 lakhs.

As communicated to the Members at the time of the previous
Annual General Meeting after the compulsory acquisition
of the major portion of the lands owned by the Company at
Chandanada Village, Nakkapalli Mandal, Anakapalli District,
Andhra Pradesh by the Government of Andhra Pradesh
through the Andhra Pradesh Industrial & Infrastructure
Corporation Limited under the provisions of The Right to
Fair Compensation and Transparency in Land Acquisition,
Rehabilitation and Resettlement (RFCTLARR) Act, 2013 the
Company was left with around 49.29 acres of undisputed land
and 22.57 acres of lands where there are certain issues. As
the aforesaid lands owned by the company are in fragments
of 5 to 6 parcels and are unviable for any active usage, the
Company had sought the approval of the members of the
Company for disposing off the aforesaid land parcels which
have been remaining idle quite for sometime and which was
accorded by the members at the previous AGM. The Company
is in the process of selling the aforesaid parcels of lands.

Amounts Transferred to Reserve

The Board has decided to retain the profit earned and not to
transfer the same to the Reserve.

Management Discussion and Analysis

Business Overview and Outlook and the state of the affairs
of the Company and the Industry in which it operates, is

discussed in detail in the section relating to Management
Discussion & Analysis which forms part of this report.

Change in nature of business

There has been no change in the nature of business
carried on by the Company during the year under review
Material changes and commitments affecting the financial
position of the Company.

There are no Material Changes and Commitments affecting
the financial position of the Company which occurred
between the end of the financial year to which the financial
statements relate and the date of this Report.

Share Capital

During the financial year under review, there has been no
change in the Authorized & Paid up Share Capital of the
Company.

Directors'' responsibility statement

Pursuant to the provisions of Section 134(5) of the Companies
Act, 2013, your Directors to the best of their knowledge and
ability confirm as under:

(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

(b) We have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company as at
31^st March, 2024 and of the profit of the Company for
the financial year ended 31^st March, 2024;

(c) We have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the said Act for

safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going
concern basis;

(e) The Company had laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

(f) We have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

The names of Companies which have become or cease
to be its Subsidiaries, Joint Ventures or Associates
Companies during the year

The Company does not have any subsidiary, associate and
joint-venture companies.

Deposits from Public

During the year the Company has not accepted any Deposit
from the public.

Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and outgo

The Company did not have any activities either relating
to Conservation of Energy or Technology Absorption and
therefore the provisions relating to Conservation of Energy
or Technology Absorption are not applicable. The Company
did not have any foreign exchange earnings and foreign
exchange outgo during the year under review.

Particulars of loans, guarantees or investments under
Section 186

Pursuant to the provisions of Section 186 of the Companies
Act, 2013 read with Companies (Meetings of Board and its
Powers) Rules, 2014, the Company has not made any loans,
guarantees, investments during the financial year ended
31^st March, 2024.

Particulars of contracts or arrangement with Related
Parties

The Company has not entered into any related party
transactions during the financial year 2023-24.

Directors and KMPs

Sri J S N Raju (DIN 02143715) Whole Time Director retires by
rotation at the forthcoming Annual General Meeting and
being eligible offers for re-appointment.

The Independent Directors have submitted the declaration of
independence, pursuant to section 149(7) of the Companies
Act, 2013 stating that they meet the criteria of independence
as provided in sub-section(6) of section 149 of the Companies
Act, 2013.

Sri J S N Raju, Wholetime Director and Sri K Vidya Sagar, Chief
Financial Officer and Sri M.Venugopal, Company Secretary are
the Key Managerial Personnel of the company in accordance
with the provisions of the Section 2(51) and 203 of the
Companies Act, 2013.

Meetings of Board of Directors

During the Financial year the Board has met six times i.e. on
4^th April, 2023, 26^th May 2023, 10^th August 2023, 4^th September
2023, 10^th November 2023, and 12^th February 2024

Meeting of Independent Directors

Pursuant to provisions of the Companies Act, 2013 read
with rules made there under and Secretarial Standard-I
issued by the Institute of Company Secretaries of India and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a meeting of the Independent Directors
of the Company for the Financial Year 2023-24 was held on
February 12, 2024.

Composition of Audit Committee

The Committee met four times during the Financial Year i.e.
on 26^th May, 2023, 10^th August, 2023, 10^th November, 2023 and
12^th February 2024.

Composition of Nomination and Remuneration
Committee

The Committee met two times during the Financial Year
i.e. 26^th May 2023 and 10^th August 2023.

Composition of Stakeholders Relationship Committee

The Committee met one time during the Financial Year i.e.
26^th May 2023

Whistle Blower Policy / Vigil Mechanism

Pursuant to Section 177 of the Companies Act, 2013 and
the Rules framed thereunder and pursuant to the provisions
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Company has established a mechanism
through which all the stakeholders can report the suspected
frauds to the appropriate authority. The Whistle Blower Policy
which has been approved by the Board of Directors of the
Company has been posted on the website of the Company
(http:// nccbpl.com).

Annual Return

Pursuant to Section 92 (3) of the Companies Act, 2013 a copy
of the annual return for the financial year ended 31^st March
2024 has been placed on the website of the Company at
http://www.nccbpl.com.

Corporate Governance

Pursuant to the Regulation 15 (2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company is exempted from furnishing Corporate Governance
Report.

Evaluation of performance of the Board, Members of the
Board and the Committees of the Board of Directors.

The Nomination and Remuneration Committee has laid down
criteria for performance evaluation of Directors, Board level
Committees and the Board as a whole and also the evaluation
process for the same.

Pursuant to provisions, the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulation,

2015, annual performance evaluation of the Directors
including Chairman, Board and its Committees viz., the Audit
Committee, Nomination and Remuneration Committee,
and Stakeholders Relationship Committee has been carried
out. The Nomination and Remuneration Committee reviews
the said Performance Evaluation on annual basis. The
Performance evaluation of Independent Directors was carried
out by the entire Board of Directors without participation of
the directors who are subject to the evaluation.

Compliance with Secretarial Standards

The Company has complied with applicable provisions of
the Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central Government
under Section 118 (10) of the Companies Act, 2013.

Reporting of Frauds by the Auditors

During the period under review, there were no frauds
reported to the Central Government under Section 143(12) of
the Companies Act, 2013 by your Auditors.

Corporate Social Responsibility

The company has a CSR Policy. Provisions of Section 135 of the
Act relating to CSR are not applicable to the Company.

Remuneration Policy

The Company has not paid any remuneration to its Directors.
Investor Education and Protection Fund (IEPF)

The company was not required to transfer any shares/dividend
to the IEPF Authority during the Financial Year 2023-24.

Details of Adequacy of Internal Financial Controls

The Company is well equipped with adequate internal
financial controls. The Company has a continuous monitoring
mechanism which enable the organization to maintain the
standards of the control systems in taking corrective actions
on timely basis.

Details of Significant and Material orders passed by
Regulators or Court or Tribunal impacting the going
concern status and company''s operations in future.

There has been no order passed by the Regulators or Court
or Tribunal.

Statutory Audit

M/s. K P Rao & Co., (Firm Registration No. 003135S), Chartered
Accountants who were appointed as Statutory Auditors of
the Company for a term of Five years from the conclusion of
the 29^th Annual General Meeting till conclusion of 34^th Annual
General Meeting conducted the Statutory Audit for the

F.Y - 2023-24. The Independent Auditors'' Report to the
Members of the Company in respect of the Financial
Statements for the Financial Year ended March 31, 2024
forms part of this Annual Report and do not contain any
qualifications(s) or adverse observations.

Secretarial Audit

As per the provisions of the Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board appointed
M/s. BS & Company, Company Secretaries LLP to conduct
Secretarial Audit of the records and documents of the
Company for the financial year 2023-24.

The Secretarial Audit Report for the Financial Year ended
March 31, 2024 in Form No MR-3 is annexed to the Board''s
Report. The Secretarial Audit Report to the Members of the
Company for the Financial Year ended March 31, 2024 does
not contain any qualifications or adverse observations

Particulars of Employees

At present there are no employees whose particulars are to be
given under Rule 5(2) & 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014, as
amended from time to time.

The ratio of the remuneration of each Director to the median
employee''s remuneration and other details in terms of Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, currently not applicable as no Director
or KMP has drawn remuneration from the Company except Mr
M Venu Gopal, Company Secretary. Further, there are no other
employees on rolls of the Company.

Acknowledgements

The Directors thank the Company''s Members, Bankers and officials of concerned Government Departments for their
co- operation and continued support to the Company.

By Order of the Board
For NCC Bluewater Products Limited
J S N Raju U Jayachandra

Place: Hyderabad Wholetime Director Director

Date : 12^th August 2024 (DIN No.02143715) (DIN No.02428646)

---

Mar 31, 2014

The Members,

NCC BLUEWATER PRODUCTS LIMITED

The Directors present the 21st Annual Report of your Company along with the Audited Statement of Accounts for the year ended March 31,2014.

FINANCIAL RESULTS (Rs. in Lakhs)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Gross Income 15.76 11.41

Loss before Depreciation and taxation (6.73) (15.82)

Depreciation (35.06) (38.85)

Provision for Tax 9.66 16.51

Profit / Loss after tax (32.12) (38.15)

Add balance of loss brought forward from previous year (1228.17) (1190.02)

Balance of Loss carried forward (1260.30) (1228.17)

Paid-up equity share capital 775.00 775.00

Reserves excluding Revaluation Reserves 25.00 25.00



DIVIDEND:

In view of the loss suffered by the company, your Board regrets for its inability to recommend dividend for the year ended 31-03-2014

REVIEW OF OPERATIONS:

During the year your Company has earned a gross income of Rs.15.76 lakhs towards lease of land. The Company is exploring various alternatives available for restructuring its business.

COMMENTS OF AUDITORS:

The observations / comments made by the auditors in their report attached, have been suitably clarified / explained under the Notes to the Accounts.

CORPORATE GOVERNANCE:

In pursuance of clause 49 of the Listing Agreement entered into with the Stock Exchange, a separate section on Corporate Governance has been incorporated in the annual report for the information of the shareholders. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under said clause also forms part of the Annual Report.

DIRECTORS:

Sri J S N Raju, Wholetime Director retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible offers himself for reappointment.

AUDITORS:

M/s. M. Bhaskara Rao & Co., Chartered Accountants the retiring Auditors of the Company being eligible have offered them- selves for reappointment as Auditors to hold office upto the conclusion of the next Annual General Meeting.

EMPLOYEE RELATIONS:

Relations with the employees continued to be cordial. Your Directors place on record their sincere appreciation of the services rendered by all the employees of the Company.

PARTICULARS OF EMPLOYEES: The Company had no employee whose remuneration exceeds the limit fixed under Section 217 (2A). Therefore, there are no particulars furnished under Section 217(2A) of the Companies Act, 1956.

DISCLOSURES:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPOTION AND FOREIGN EXCHANGE EARNINGS

The company did not have any activities either relating to Conservation of Energy or Technology Absorption and therefore the provisions relating to Conservation of Energy or Technology Absorption are not applicable. During the year under review there were no transactions involving foreign exchange inflow / outflow.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby state that

a) in the preparation of the annual accounts for the year ended March 31, 2014, applicable accounting standards have been followed along with proper explanations relating to material departures;

b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and of the loss for the year ended on that date:

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) the accounts for the year ended March 31, 2014 have been prepared on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude for the cooperation and valuable support received from the Banks, the State Government, shareholders of the company and look forward for the same in greater measure.

For and on behalf of the Board

Place : Hyderabad J S N Raju U Jaya Chandra Date : 29-05-2014 Wholetime Director Director

---

Mar 31, 2013

To The Members of NCC BLUEWATER PRODUCTS LIMITED

The Directors present the 20th Annual Report of your Company along with the Audited Statement of Accounts for the year ended March 31,2013

FINANCIAL RESULTS ( Rs. in Lakhs)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Gross Income 11.41 3.64

Loss before Depreciation and taxation (15.82) (13.86)

Depreciation (38.85) 38.85

Provision for Tax 16.51 (57.04)

Profit / Loss after tax (38.15) (109.75)

Add balance of loss brought forward from previous year (1190.02) (1080.27)

Balance of Loss carried forward (1228.17) (1190.02)

Paid-up equity share capital 775.00 775.00

Reserves excluding Revaluation Reserves 25.00 25.00

DIVIDEND:

In view of the loss suffered by the company, your Board regrets for its inability to recommend dividend for the year ended 31-03-2013

REVIEW OF OPERATIONS:

During the year your Company has earned a gross income of Rs.11.41 lakhs towards lease of land. The Company is exploring various alternatives available for restructuring its business

COMMENTS OF AUDITORS:

The observations / comments made by the auditors in their report attached, have been suitably clarified / explained under the Notes to the Accounts.

CORPORATE GOVERNANCE:

In pursuance of clause 49 of the Listing Agreement entered into with the Stock Exchange, a separate section on Corporate Governance has been incorporated in the annual report for the information of the shareholders. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under said clause also forms part of the Annual Report.

DIRECTORS:

Dr. G Subba Rao, Director retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible offers himself for reappointment.

Sri J S N Raju is being re-appointed as a Whole time Director as per the terms set out in the notice of the 20th Annual General Meeting.

AUDITORS:

M/s. M. Bhaskara Rao & Co., Chartered Accountants the retiring Auditors of the Company being eligible have offered them- selves for reappointment as Auditors to hold office up to the conclusion of the next Annual General Meeting.

EMPLOYEE RELATIONS:

Relations with the employees continued to be cordial. Your Directors place on record their sincere appreciation of the services rendered by all the employees of the Company.

PARTICULARS OF EMPLOYEES: The Company had no employee whose remuneration exceeds the limit fixed under Section 217 (2A). Therefore, there are no particulars furnished under Section 217(2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby state that

a) in the preparation of the annual accounts for the year ended March 31, 2013, applicable accounting standards have been followed along with proper explanations relating to material departures;

b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2013 and of the loss for the year ended on that date:

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) the accounts for the year ended March 31, 2013 have been prepared on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude for the cooperation and valuable support received from the consortium of Banks, the State Government, shareholders of the company and look forward for the same in greater measure.

For and on behalf of the Board

Place : Hyderabad J S N Raju U Jaya Chandra

Date : 30-05-2013 Whole time Director Director

---

Mar 31, 2012

To The Members of NCC BLUEWATER PRODUCTS LIMITED

The Directors present the 19th Annual Report of your Company along with the Audited Statement of Accounts for the year ended March 31st 2012.

FINANCIAL RESULTS (Rs.in Lakhs)

PARTICULARS Year ended 31.03.2012 Year ended 31.03.2011

Gross Income 3.64 1.65

Loss before Depreciation and taxation (13.86) (20.28)

Depreciation 38.85 38.88

Provision for Tax (57.04) -

Profit / Loss after tax (109.75) (59.16)

Add balance of loss brought forward from previous year (1080.27) (1021.11)

Balance of Loss carried forward (1190.02) (1080.27)

Paid-up equity share capital 775.00 775.00

Reserves excluding Revaluation Reserves 25.00 25.00

REVIEW OF OPERATIONS:

The Indian Aqua Industry continued to pass through a difficult period. During the year under review' your Company had earned a Gross Income of Rs. 3.64 lakhs including lease related of 'Rs. 3.15 lakhs. In view of the not so favorable situation prevailing in the aqua industry' the company is considering various possibilities to restructure its business operations.

COMMENTS OF AUDITORS:

The observations / comments made by the auditors in their report attached' have been suitably clarified / explained under the Notes to the Accounts.

CORPORATE GOVERNANCE:

In pursuance of clause 49 of the Listing Agreement entered into with the Stock Exchange' a separate section on Corporate Governance has been incorporated in the annual report for the information of the shareholders. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under said clause also forms part of the Annual Report.

DIRECTORS:

Sri U Jayachandra' Director retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible offers himself for reappointment.

AUDITORS:

M/s.M.Bhaskara Rao & Co.' Chartered Accountants the retiring Auditors of the Company being eligible have offered themselves for reappointment as Auditors to hold office upto the conclusion of the next Annual General Meeting.

EMPLOYEE RELATIONS:

Relations with the employees continued to be cordial. Your Directors place on record their sincere appreciation of the services rendered by all the employees of the Company.

DISCLOSURES:

CONSERVATION OF ENERGY' TECHNOLOGY ABSORPOTION AND FOREIGN EXCHANGE EARNINGS

The company did not have any activities either relating to Conservation of Energy or Technology Absorption and therefore the provisions relating to Conservation of Energy or Technology Absorption are not applicable. During the year under review there were no transactions involving foreign exchange inflow / outflow.

The Company had no employee whose remuneration exceeds the limit fixed under Section 217(2A) of the Companies Act' 1956. Therefore' there are no particulars furnished under Section 217(2A) of the Companies Act' 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act' 1956' the Directors hereby state that

a) in the preparation of the annual accounts for the year ended March 31st 2012' applicable accounting standards have been followed along with proper explanations relating to material departures;

b) we have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31st 2012 and of the loss for the year ended on that date:

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act' 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) the accounts for the year ended March 31st 2012 have been prepared on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude for the cooperation and valuable support received from the Banks' the State Government' shareholders of the company and look forward for the same in greater measure.

For and on behalf of the Board

Place : Hyderabad J S N Raju U JAYACHANDRA

Date: 30-05-2012 Wholetime Director Director

---

Mar 31, 2011

The Members, NCC BLUEWATER PRODUCTS LIMITED

The Directors present the 18th Annual Report of your Company along with the Audited Statement of Accounts for the year ended March 31,2011.

FINANCIAL RESULTS Rs. in Lakhs

Particulars Year ended Year ended 31.03.2011 31.03.2010

Gross Income 1.65 0.48

Loss before Depreciation and taxation (20.28) (7.70)

Depreciation 38.88 38.89

Provision for Tax - -

Proft / Loss after tax (59.16) (46.59)

Add balance of loss brought forward from previous year (1021.11) (974.52)

Balance of Loss carried forward (1080.27) (1021.11)

Paid-up equity share capital 775.00 775.00

Reserves excluding Revaluation Reserves 25.00 25.00

REVIEW OF OPERATIONS:

The Indian Aqua Industry continued to pass through a difficult period, in view of Virus and other related problems. During the year under review, your Company had earned a Gross Income of Rs.1.65 lakhs including Lease Income of Rs.1.17 lakhs received from M/s.Samashti Gas Energy Ltd in respect of Lease Agreement with M/s. Samasthi Gas Energy Ltd for land admeasuring 63 acres out of the land admeasuring 269.94 acres owned by the company and situated at Vempadu (Village), Nakkapalli (Mandal), Visakhapatnam District. In view of the not so favourable situation prevailing in the aqua industry, the company is considering various possibilities to restructure its business operations.

COMMENTS OF AUDITORS:

The observations / comments made by the auditors in their report attached, have been suitably clarified / explained under the Notes to the Accounts.

CORPORATE GOVERNANCE:

In pursuance of clause 49 of the Listing Agreement entered into with the Stock Exchange, a separate section on Corporate Governance has been incorporated in the annual report for the information of the shareholders. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under said clause also forms part of the Annual Report.

DIRECTORS:

Sri Y D Murthy, Director retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible offers himself for reappointment.

AUDITORS:

M/s.M.Bhaskara Rao & Co., Chartered Accountants the retiring Auditors of the Company being eligible have offered themselves for reappointment as Auditors to hold office upto the conclusion of the next Annual General Meeting.

EMPLOYEE RELATIONS:

Relations with the employees continued to be cordial. Your Directors place on record their sincere appreciation of the services rendered by all the employees of the Company.

DISCLOSURES:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPOTION AND FOREIGN EXCHANGE EARNINGS

The company did not have any activities either relating to Conservation of Energy or Technology Absorption and therefore the provisions relating to Conservation of Energy or Technology Absorption are not applicable. During the year under review there were no transactions involving foreign exchange inflow / outflow.

PARTICULARS OF EMPLOYEES: The Company had no employee whose remuneration exceeds the limit fixed under Section 217 (2A). Therefore, there are no particulars furnished under Section 217(2A) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your director's confirom as under Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby state that

a) in the preparation of the annual accounts for the year ended March 31, 2011, applicable accounting standards have been followed along with proper explanations relating to material departures;

b) we have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2011 and of the loss for the year ended on that date:

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) the accounts for the year ended March 31, 2011 have been prepared on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude for the cooperation and valuable support received from the consortium of Banks, the State Government, shareholders of the company and look forward for the same in greater measure.

For and on behalf of the Board

J S N Raju Dr. G Subba Rao Wholetime Director Director

Place : Hyderabad Date : 30-05-2011

---

Mar 31, 2010

The Directors present the 17th Annual Report of your Company along with the Audited Statement of Accounts for the year ended March 31,2010.

FINANCIAL RESULTS (Rs. in Lakhs) PARTICULARS Year ended Year ended

31.03.2010 31.03.2009 Gross Income 0.48 0.49

Loss before Depreciation and taxation (7.70) (16.02)

Depreciation 38.89 40.93

Provision for Tax - -

Profit/Loss after tax (46.59) (56.95)

Add balance of loss brought forward from previous year (974.52) (917.57)

Balance of Loss carried forward (1021.11) (974.52)

Paid-up equity share capital 775.00 775.00

Reserves excluding Revaluation Reserves 25.00 25.00

REVIEW OF OPERATIONS:

As the Members are aware in view of industry related problems and the liquidity crunch faced by the Company, the operations of the Company have come to a stand still. During the year under review,your Company had earned Gross Income of Rs. 0.48 lakhs. After providing for depreciation the operations have resulted in a net loss of Rs. 46.59 lakhs. The Company is considering various alternatives available to restructure / revive its business operations.

COMMENTS OF STATUTORY AUDITORS:

The observations / comments made by the auditors in their report attached, have been suitably clarified /explained under the Notes to the Accounts.

Although the Company has no internal audit system, there are necessary internal control systems which are sufficient to take care of the present size of operations of the company.

CORPORATE GOVERNANCE:

In pursuance of clause 49 of the Listing Agreement entered into with the Stock Exchange, a separate section on Corporate Governance has been incorporated in the annual report for the information of the shareholders. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under said clause also forms part of the Annual Report.

DIRECTORS:

Sri J S N Raju, Wholetime Director retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible offers himself for reappointment.

AUDITORS:

M/s.M.Bhaskara Rao & Co., Chartered Accountants the retiring Auditors of the Company being eligible have offered themselves for reappointment as Auditors to hold office upto the conclusion of the next Annual General Meeting.

EMPLOYEE RELATIONS:

Relations with the employees continued to be cordial. Your Directors place on record their sincere appreciation of the services rendered by all the employees of the Company.

DISCLOSURES:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPOTION AND FOREIGN EXCHANGE EARNINGS

The company did not have any activities either relating to Conservation of Energy or Technology Absorption and therefore the provisions relating to Conservation of Energy or Technology Absorption are not applicable. During the year under review there were no transactions involving foreign exchange inflow / outflow.

PARTICULARS OF EMPLOYEES:The Company had no employee whose remuneration exceeds the limit fixed under Section 217 (2A). Therefore, there are no particulars furnished under Section 217(2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under.

a) in the preparation of the annual accounts for the year ended March 31, 2010, applicable accounting standards have been followed along with proper explanations relating to material departures;

b) we have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2010 and of the loss for the year ended on that date:

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) the accounts for the year ended March 31, 2010 have been prepared on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude for the cooperation and valuable support received from the Banks, the State Government, shareholders of the company and look forward for the same in greater measure.

For and on behalf of the Board

Dr.G.Subba Rao J.S.N. Raju

Director Wholetime Director

Place: Hyderabad

Date: 28-05-2010