INDEPENDENT AUDITOR'S REPORT

To the Members of NCC Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial
statements of NCC Limited ("the Company"), which includes 5
branches and 30 joint operations comprising the Balance sheet
as at March 31,2023, the Statement of Profit and Loss, including
the statement of Other Comprehensive Income, the Cash Flow
Statement and the Statement of Changes in Equity for the
year then ended, and notes to the standalone Ind AS financial
statements, including a summary of significant accounting
policies and other explanatory information (hereinafter referred
to as "the standalone Ind AS financial statements").

In our opinion and to the best of our information and according
to the explanations given to us and based on the consideration
of reports of branch auditors and other auditors on separate
financial statements and on the other financial information of
the branches and joint operations referred to in Other Matter
paragraph below, the aforesaid standalone Ind AS financial
statements give the information required by the Companies
Act, 2013, as amended ("the Act") in the manner so required
and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of
the Company as at March 31, 2023, its profit including other
comprehensive income, its cash flows and the changes in equity
for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial
statements in accordance with the Standards on Auditing (SAs),
as 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 Ind AS 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 Act and the Rules
thereunder, 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 audit opinion on the
standalone Ind AS 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
Ind AS financial statements for the financial year ended March
31, 2023. These matters were addressed in the context of our
audit of the standalone Ind AS financial statements as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. For each matter below, our
description of how our audit addressed the matter is provided in
that context.

We have determined the matters described below to be the key
audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditor's responsibilities for
the audit of the standalone Ind AS financial statements section
of our report, including in relation to these matters. Accordingly,
our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement
of the standalone Ind AS financial statements. The results of our
audit procedures, including the procedures performed to address
the matters below, provide the basis for our audit opinion on the
accompanying standalone Ind AS financial statements.

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 Annual report, but does not include the standalone
Ind AS financial statements and our auditor's report thereon.

Our opinion on the standalone Ind AS 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 Ind AS financial
statements, our responsibility is to read the other information
and, in doing so, consider whether such other information is
materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing
to report in this regard.

Responsibilities of Management for the Standalone Ind AS
Financial Statements

The Company's Board of Directors is responsible for the matters
stated in section 134(5) of the Act with respect to the preparation
of these standalone Ind AS financial statements that give a true
and fair view of the financial position, financial performance
including other comprehensive income, cash flows and changes
in equity of the Company in accordance with the accounting
principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under section 133 of
the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended. This responsibility also includes
maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding of 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 the 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 Ind AS 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 Ind AS 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.

Those charged with governance are also responsible for
overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone
Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether
the standalone Ind AS 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 Ind AS 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 Ind AS 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 control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of
the Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial
controls with reference to financial statements 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 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 Ind AS financial statements, including the
disclosures, and whether the standalone Ind AS financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

• For the branches and joint operations included in the
standalone Ind AS financial statements, which have been
audited by other auditors, such other auditors remain
responsible for the direction, supervision and performance
of the audits carried out by them. We remain solely
responsible for our audit opinion.

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 Ind AS financial
statements for the financial year ended March 31, 2023 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 Matter

We did not audit the financial statements and other financial
information of 4 branches and 11 joint operations included in
the accompanying standalone Ind AS financial statements of
the Company whose financial statements and other financial
information reflect total assets of ' 256.24 crores as at March
31, 2023 and the total revenues of ' 247.51 crores and net
cash inflows of ' 7.99 crores for the year ended on that date.
These financial statements/information of these branches and
joint operations have been audited by the branch auditors and
other auditors respectively, whose reports have been furnished
to us, and our opinion in so far as it relates to the amounts and

disclosures included in respect of branches and joint operations,
is based solely on the report of such branch auditors and other
auditors respectively.

Of these, 1 branch is located outside India whose financial
statements and other financial information have been prepared
in accordance with accounting principles generally accepted in
their respective country and which has been audited by branch
auditors under generally accepted auditing standards applicable
in their respective country. The Company's management has
converted the financial statement of such branch located outside
India from accounting principles generally accepted in their
respective country to accounting principles generally accepted in
India. We have audited these conversion adjustments made by
the Company's management. Our opinion in so far as it relates
to the balances and affairs of such branch located outside India
is based on the report of branch auditors and the conversion
adjustments prepared by the management of the Company and
audited by us.

Our opinion on the standalone Ind AS financial statements and
our report on Other Legal and Regulatory requirements below is
not modified in respect of these matters.

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 1" a statement on the matters
specified in paragraphs 3 and 4 of the Order.

2. 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 and
proper returns adequate for the purposes of our audit
have been received from the branches not visited by
us;

(c) The reports on the accounts of the branch offices of
the Company audited under Section 143(8) of the Act
by branch auditors have been sent to us and have
been properly dealt with by us in preparing this report;

(d) The Balance Sheet, the Statement of Profit and Loss
including the Statement of 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 and with the
returns received from the branches not visited by us;

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

(f) On the basis of the written representations received
from the directors as on March 31, 2023 taken on
record by the Board of Directors, none of the directors
is disqualified as on March 31, 2023 from being
appointed as a director in terms of Section 164 (2) of
the Act;

(g) With respect to the adequacy of the internal financial
controls with reference to these standalone Ind AS
financial statements and the operating effectiveness
of such controls, refer to our separate Report in
"Annexure 2" to this report;

(h) In our opinion, the managerial remuneration for the
year ended March 31, 2023 has been paid/provided
by the Company to its directors in accordance with the
provisions of section 197 read with Schedule V to the
Act; and

(i) 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
pending litigations on its financial position in its
standalone Ind AS financial statements - Refer
Note 34(i) and 41 to the standalone Ind AS
financial statements;

ii. The Company has made provision, as required
under the applicable law or accounting
standards, for material foreseeable losses, if
any, on long-term contracts including derivative
contracts;

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor
Education and Protection Fund by the Company

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 persons or entities,
including foreign entities ("Intermediaries"),
with the understanding, whether recorded in

writing or otherwise, that the Intermediary
shall, whether, 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 its knowledge and belief, no funds
have been received by the Company from any
persons or entities, including foreign entities
("Funding Parties"), with the understanding,
whether recorded in writing or otherwise,
that the Company shall, whether, 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;
and

c) Based on such 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 (a) and
(b) contain any material misstatement.

v. The dividend declared or paid by the Company
during the year in respect of the same declared
for the previous year is in accordance with
section 123 of the Act to the extent it applies to
payment of dividend.

vi. As proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 is applicable for the
Company only with effect from April 1, 2023,
reporting under this clause is not applicable.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Navneet Rai Kabra

Partner

Membership Number: 102328

UDIN: 23102328BGSBNB9829

Place of Signature: Hyderabad

Date: May 26, 2023