NCC Blue Water Products Ltd Directors Report

To

The Members,

NCC BLUEWATER PRODUCTS LIMITED

Your Directors take pleasure in presenting the 32nd 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 31.03.2025	Year ended 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 Companys 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 30th 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 31st March, 2025 and of the profit of the Company for the financial year ended 31st 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 31st 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 25th 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 24th 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 26th September 2025.

During the year Sri K Vidya Sagar, superannuated as the Chief Financial Officer (CFO) of the Company on 26th 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 28th 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 24th May 2024, 12th August 2024, 31st August 2024, 12th November 2024, 25th January 2025, 12th February 2025, 24th March 2025 and 28th 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 Committee

Audit 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 24th May 2024 12th August 2024, 12th November 2024, 12th February 2025 and 28th 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 investors@nccbpl.com 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 31st 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 29th Annual General Meeting till the conclusion of 34th 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 Boards

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 employees 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.

	By Order of the Board
	For NCC Bluewater Products Limited
	V Dinesh Raju	U Jayachandra
Independent Director	Addl Director & CEO
Place: Hyderabad	(DIN:07854009)	(DIN:02428646)
Date : 13.8.2025