We have audited the accompanying Ind AS financial
statements of NCC BLUE WATER PROJECTS LIMITED
("the Company”), which comprise the Balance Sheet as at
31^st March 2024, the Statement of Profit and Loss (including
other comprehensive income) for the year then ended, the
Cash Flows and the Statement of Changes in Equity for the
year then ended and a summary of the significant accounting
policies and other explanatory information (hereinafter
referred to as "the Ind AS financial statements”).

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
financial statements give the information required by the
Companies Act, 2013 ("Act”) in the manner so required
and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the
Act read with the Companies (Indian Accounting Standards)
Rules, 2015 as amended, ("Ind AS)” and other accounting
principles generally accepted in India, of the state of affairs
of the Company as at 31^st March, 2024, the Profit ( including
Other Comprehensive Income), changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in
accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013. Our
responsibilities under those Standards are further described
in the Auditor's Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India together with
the Ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Companies
Act, 2013 and the Rules there under, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the
audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion on the financial statements.

Material Uncertainty related to going concern

We draw your attention to Note No ... of the financial
statements regarding preparation of financial statements on
a going concern basis considering the circumstances stated
in the said note and pending crystallization of the company's
plans for revamping its operations.

Our opinion is not qualified in respect of the above matter.

Key Audit Matters

Key Audit Matters are those matters that, in our professional
judgement, were of most significance in our audit of the
financial statements for the current period. These matters
were addressed in the context of the audit of the financial
statements as a whole and in forming our opinion thereon,
we do not provide a separate opinion on these matters.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Companies Act 2013,
with respect to the preparation of these financial statements
that give a true and fair view of the financial position and
financial performance and the Cash Flows of the company in
accordance with the Accounting Principles generally accepted
in India, including the Accounting Standards specified under
section 133 of the Act read with Rule 7 of the Companies (
Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgements 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 financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the 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 Board of Directors is responsible for overseeing the
Company's financial reporting process.

Auditor's Responsibility for the audit of financial
statements

Our objectives are to obtain reasonable assurance about
whether the 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 financial statements.

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

• Identify and assess the risks of material misstatement of
the 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 Companies Act, 2013 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.

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

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

We also 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 financial statements of the
current period and are therefore the key audit matters. We
describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such
communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Independent Auditor's Report)
Order, 2020 ("the Order”) issued by the Central Government
of India in terms of subsection (11) of Section 143 of the Act,
we give in the "Annexure A'; a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent
applicable.

As required by Section 143 (3) of the Act, we report 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.

c) The Balance Sheet, the Statement of Profit and Loss
including other comprehensive income, the Cash Flow
Statement and Statement of Changes in Equity dealt
with by this Report are in agreement with the books of
account.

d) In our opinion, the aforesaid Ind AS financial statements
comply with the Indian Accounting Standards specified
under Section 133 of the Act, read with Companies
(Indian Accounting Standards) Rules, 2015, as amended
read with Rule 7 of the Companies ( Accounts) Rules,
2014.

e) On the basis of the written representations received
from the directors as on 31^st March, 2024 taken on
record by the Board of Directors, none of the directors
are disqualified as on 31^st March, 2024 from being
appointed as a director in terms of Section 164 (2) of
the Act.

f) The provisions of section 197 of the Act do not apply to
the Company, hence reporting under Section 143(3)(g)
is not required.

g) 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, in
our opinion and to the best of our information and
according to the explanations given to us:

i. The Company does not have any pending
litigations which would impact its financial
position in its Ind AS financial statements.

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

iii. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund.

iv. a)The Management has represented that, to the
best of its knowledge and belief, no funds have
been advanced or loaned or invested (either from
borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in
any other person(s) or entity(ies), including foreign
entities ("Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that
the Intermediary shall, directly or indirectly lend
or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

b) The Management has represented, that, to the best
of it's knowledge and belief, to the accounts, no funds
have been received by the Company from any person(s)
or entity(ies), including foreign entities ("Funding
Parties”), with the understanding, whether recorded in
writing or otherwise, that the Company shall, 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

c) Based on the audit procedures performed that have
been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that
has caused us to believe that the representations under
sub-clause (i) and (ii) of Rule 11(e) contain any material
mis-statement.

d) The Company has not declared or paid any dividend
during the year.

e) Based on our examination which included test checks,
the company has used an accounting software for
maintaining its books of account which has a feature
of recording audit trail (edit log) facility and the same
has operated throughout the year for all relevant
transactions recorded in the software. Further, during
the course of our audit and on the basis of test checking
of selected samples, we did not come across any
instance of audit trail feature being tampered with.

For K.P.Rao & Co.

Chartered Accountants

Firm Reg. No. 003135S

SD/-

Mohan R Lavi

Partner

Membership No. 029340

UDIN: 24029340BKBGEO9309

Place: Bangalore

Date: 24^th May 2024