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)

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)