We have audited the accompanying standalone financial
statements of NCL Industries Limited (the “Company”),
which comprise the Balance Sheet as at 31 March
2025, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity
and the Statement of Cash Flows for the year ended on
that date and notes to the standalone financial statements,
including a summary of material accounting policies and
other explanatory information (here after referred to as the
“standalone financial statements”).

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 (the “Act”), as
amended, 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 March 2025 and its profit (including the
other comprehensive income), the changes in equity and its
cash flows for the year ended on that date.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements for the year ended on 31
March 2025. These matters were addressed in the context
of our audit of the standalone financial statements as a
whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. We have
determined the matters described below to be the key audit
matters to be communicated in our report.

Information Other than the Financial Statements and
Auditor’s Report Thereon

The Company's Board of Directors is responsible for the
other information. The other information comprises the
information included in the Management Discussion and
Analysis Report, Board's Report including Annexures to
Board's Report, Corporate Governance and Shareholder's
Information, but does not include the standalone financial
statements and our auditor's report thereon.

Our opinion on the standalone financial statements does
not cover the other information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the standalone
financial statements or our knowledge obtained during the
course of our audit or otherwise appears to be materially
misstated.

The said other information is expected to be made available
to us after the date of this audit report. When we read the
other information, when furnished to us, if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance.

Responsibilities of Management and Board of Directors for
the Standalone Financial Statements

The Company's Management and Board of Directors are
responsible for the matters stated in section 134(5) of the
Act, with respect to the preparation of these standalone
financial statements that give a true and fair view of the
financial position, financial performance (including other
comprehensive income), changes in equity and cash flows of
the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards specified under section 133 of the Act read with
the Rules issued thereunder. 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 judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the
preparation and presentation of the standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the
Management and Board of Directors are 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 the Management and Board of Directors either
intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

The Company's Management and Board of Directors are
also responsible for overseeing the Company's financial
reporting process.

Auditor’s Responsibilities for the Audit of the Standalone
Financial Statements

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.

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

• Identify and assess the risks of material misstatement
of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence

that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.

• Obtain an understanding of internal financial control
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under
section 143(3)0) of the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls system in place
and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by the management.

• Conclude on the appropriateness of Management's and
Board of Directors use of the going concern basis of
accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the
Company's ability to continue as a going concern. If
we conclude that a material uncertainty exists, we
are required to draw attention in our auditor's report
to the related disclosures in the standalone financial
statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor's
report. However, future events or conditions may
cause the Company to cease to continue as a going
concern.

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

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the standalone financial
statements for the year ended 31 March 2025 and are
therefore the key audit matters. We describe these
matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter
should not be communicated in our report because the
adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such
communication.

Other Matters

i. Share of Loss of Rs. 21.09 Lakhs from the Company's
investment in operations of the Joint Venture (a
Partnership firm with equal share, between NCL
Buildtek Limited & NCL Industries Limited) is included
in the Standalone Financial Statements for the year
ended 31 March 2025. The financial information of
the said Joint Venture have not been audited by us or
any other auditor. This financial information has been
furnished to us by the Management and relied upon by
us. Our opinion, in so far as it relates to amounts and
disclosures included in respect of the Joint Venture, is
based solely on such unaudited financial statements
and other unaudited financial information.

Our opinion on the standalone financial statements,
and our report on Other Legal and Regulatory
Requirements below, is not modified in respect of
the above matters with respect to our reliance on the
financial statements and other financial information
of the said Joint Venture furnished to us by the
Management.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order,
2020 (the “Order”) issued by the Central Government
of India in terms of sub-section (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.

2. (A) 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,
Statement of Changes in Equity and the Statement
of Cash Flows dealt with by this Report are in
agreement with the books of account.

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

e) On the basis of the written representations
received from the directors as on 31 March 2025
taken on record by the Board of Directors, none
of the directors is disqualified as on 31 March
2025 from being appointed as a director in terms
of Section 164(2) of the Act.

f) With respect to the adequacy of the internal
financial controls with reference to Standalone
Financial Statements of the Company and the
operating effectiveness of such controls, refer to

our separate Report in “Annexure B”. Our report
expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company's
internal financial controls with reference to
Standalone Financial Statements.

(B) With respect to the other matters to be included
in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended, in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of all
pending litigations on its financial position in its
standalone financial statements. Refer Note 35 to
the Standalone Financial Statements.

ii. The Company did not have any long-term
contracts including derivative contracts for which
there were any material foreseeable losses as on
31 March, 2025.

iii. There were no delays in transferring amounts,
required to be transferred, to the Investor
Education and Protection Fund (IEPF) by the
Company during the year.

iv. (a) The Management has represented that, to the

best of its knowledge and belief, no funds (which
are material either individually or in the aggregate)
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 or entity, including foreign
entity (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly
lend to 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 its knowledge and belief, no funds
(which are material either individually or in the
aggregate) have been received by the Company
from any person or entity, including foreign entity
(“Funding Parties”), with the understanding,
whether recorded in writing or otherwise,
that the Company shall, whether, directly or
indirectly, lend to 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 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), as provided under (a) and (b) above,
contain any material misstatement.

v. The final dividend paid by the Company during
the year in respect of the same declared for
the previous financial year 2023-2024 is in
accordance with section 123 of the Companies
Act 2013 to the extent it applies to payment of
dividend.

The interim dividend declared and paid by the
Company during the year and until the date of
this audit report is in accordance with section
123 of the Companies Act 2013.

As disclosed in note 14.1 to the standalone
financial statements, the Board of Directors of
the Company have proposed final dividend for
the year which is subject to the approval of the
members at the ensuing Annual General Meeting.
The dividend declared is in accordance with
section 123 of the Act to the extent it applies to
declaration of dividend.

vi. As stated in Note 48 to the standalone financial
statements and 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 except that the audit trail
(edit log facility) was not enabled at the database
level to log any direct data changes.

The audit trail facility has been operating
throughout the year for all relevant transactions
recorded in the software and we did not come
across any instance of audit trail feature being
tampered with during the course of our audit.
Additionally, the audit trail has been preserved by
the Company as per the statutory requirements
for record retention.

(C) With respect to the other matters to be included
in the Auditor's Report in accordance with the
requirements of section 197(16) of the Act, as
amended:

In our opinion and to the best of our information
and according to the explanations given to us,
the remuneration paid by the company to its
directors during the year is in accordance with the
provisions of Section 197 read with Schedule V to
the Act.

for M. Bhaskara Rao & Co.,

Chartered Accountants
(Firm's Registration No. 000459S)

D Bapu Raghavendra

Partner

Membership No.213274
UDIN: 25213274BMKQGE6962

Hyderabad, 30 May, 2025