We have audited the accompanying standalone financial
statements of NCL Industries Limited (the “Company”),
which comprise the Standalone Balance Sheet as at 31
March 2026, the Standalone Statement of Profit and Loss
(including Other Comprehensive Income), the Standalone
Statement of Changes in Equity and the Standalone
Statement of Cash Flows for the year then ended, and notes
to the standalone financial statements, including a summary
of material accounting policies and other explanatory
information (hereinafter 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 2026, its
profit and other comprehensive income, the changes in
equity, and its cash flows for the year then ended.

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 made 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 obtained by us 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 of the current year. 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.

The other information is expected to be made available to
us after the date of this auditor's report. When we read such
other information, 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 2026 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

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 except for the matter stated in the
paragraph 2B(vi) below on reporting under Rule
11(g) of the Companies (Audit and Auditors)
Rules, 2014.

c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss including Other
Comprehensive Income, Standalone Statement of
Changes in Equity and the Standalone 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 2026
taken on record by the Board of Directors, none
of the directors is disqualified as on 31 March
2026 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 36 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, 2026.

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 previous financial year
2024-25 is in accordance with Section 123 of the
Companies Act, 2013 to the extent applicable to
the payment of dividend.

The interim dividend declared and paid by the
Company during the year and up to the date
of this Auditor's Report is in accordance with
Section 123 of the Companies Act, 2013.

As disclosed in Note 16.1 to the standalone
financial statements, the Board of Directors

has proposed a final dividend for the year
ended March 31, 2026, which is subject to the
approval of the members at the ensuing Annual
General Meeting. In our opinion, the proposed
dividend is in accordance with Section 123 of the
Companies Act, 2013 to the extent applicable to
the declaration of dividend.

vi. As stated in Note 46 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 (edit log) facility has operated throughout the
year for all relevant transactions recorded in the
accounting software. We did not come across any
instance of the audit trail feature being tampered
with during the course of our audit. Additionally,
for the periods during which the audit trail (edit
log) facility was enabled in the previous years, the
audit trail has been preserved by the Company in
accordance with 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 according to the information
and explanations given to us, the remuneration
paid by the Company to its directors during the
current year is in accordance with the provisions
of Section 197 of the Act.

For M Bhaskara Rao & Co.,

Chartered Accountants
(Firm's Registration No. 000459S)
D. Bapu Raghavendra
Partner

Membership No.213274
UDIN: 26213274ISMQEY1963

Hyderabad, 29 May, 2026