The Board of Directors hereby presents the Thirtieth (30^th) Report of the Board regarding the business and operational performances of VA TECH WABAG LIMITED (“the Company” or "WABAG”) together with the audited financial statements (standalone and consolidated) for the financial year ended March 31, 2025.

KEY FINANCIAL HIGHLIGHTS, RESULTS OF OPERATIONS AND STATE OF AFFAIRS

The key highlights of the financial performances for the financial year ended March 31, 2025:

FINANCIAL GROWTH

Your Company has achieved another year of profitable growth i.e., profits growing at a rate faster than the revenue growth. The Consolidated EBITDA grew by 14.2% YoY and the Consolidated PAT grew by 20.2% YoY. Your Company closed this financial year at a historic high order book position of about INR 136,667 Million, thereby providing a robust future revenue and growth visibility.

(EPC - Engineering, Procurement & Construction; EP - Engineering & Procurement; DBO - Design, Build & Operate; O&M - Operations & Maintenance, WWTP - Wastewater Treatment Plant, IWWTP - Industrial Waste Water Treatment Plant, ISTP - Industrial Sewage Treatment Plant, ETP - Effluent Trea tment Plant, ZLD - Zero Liquid Discharge)

Key developments during FY 2024-25:

• Biogas to Bio-CNG - We have entered into a strategic partnership with Peak Sustainability Ventures to set up 100 Bio-CNG plants across India, the GCC, Africa, and European countries, representing a business potential of approximately USD 200 million. As part of our ongoing efforts, we are analyzing the performance of existing plants to optimize bio-gas yield and minimize operational downtime. We are also actively working with municipal bodies on multiple projects that are in advanced stages of tendering.

• PV Solar, Semiconductor & Green H2 - The initiative aims to support the Group’s ESG objectives by reducing Greenhouse Gas (GHG) emissions, offering a sustainable alternative to carbon-emitting fuels. We are well positioned as a comprehensive water solutions provider, covering the entire spectrum from raw water treatment to UPW and ETP/ZLD, supported by long-term O&M capabilities. We are closely collaborating with manufacturers and consultants and have developed a strong project pipeline. Notably, we secured a mega desalination order from the PV Solar sector during FY 2024-25.

•    Digitalization (AI for Operational Excellence) - We have partnered with Pani Energy, a leading technology Company, to implement AI/ML based operational intelligence solutions across our treatment plants. The Koyambedu TTRO plant is already equipped with AI-powered platform, enhancing real-time performance monitoring and process optimization. Building on this success, we are actively exploring additional opportunities to digitalize our plants and water networks across India and the Middle East.

•    Blue Seed - This is a part of our initiative to foster innovation and support emerging start-ups. We received an encouraging response from 'Waterpreneurs’ and are actively exploring collaboration opportunities through pilot projects. A few startups focused on water technology have been shortlisted, and a detailed evaluation process is currently underway.

Return on Investments:

Your Company has been steadfast in implementing the long-term strategy "Wriddhi” which has enabled the Return on Equity (RoE) to grow robustly from ~7.9% in FY 2021 to ~15% in FY 2025. Your Company is committed to follow the path of “Wriddhi” and expects the RoE to sustain and continue growing in the years to come. Your Company has a presence in over 25 countries across the world in the form of the Subsidiaries, Joint Ventures, Associates, Branch Offices and Permanent Establishments, etc. These international presence enables WABAG group to secure marquee international contracts from new terrains at competitive prices against global competition.

Your Company will continue to focus and invest resources in emerging economies while reducing its exposure to the European region as envisaged in the long-term strategy, with the objective of improving returns on its investments. Majority investments of your Company are non-current in nature and invested in Group companies as equity instruments, hence return on investment ratio is not computed. Your Company’s Global-Local (GLOCAL) approach helps in optimum utilisation of resources to deliver projects at cost, on time and at quality. Your Company owns over 125 IP Rights and continues to invest in the development of new technologies which provide both the right to win and early mover advantage, especially in emerging economies.

Liquidity:

The Group Treasury remains a cornerstone of WABAG’s financial stability, ensuring resilience and growth through strategic foresight and disciplined management. During the year under review, your Company successfully enhanced banking lines, optimized cash flows and strategically deployed surplus funds. These efforts resulted in record interest income, a significant reduction in net financing costs and the release of overdue receivables. Additionally, the replacement of guarantees strengthened the operational and project delivery capabilities. By integrating corporate banking, trade finance, forex, debt, and cash management, fiscal discipline was reinforced, driving consistent profitability and supporting WABAG’s long-term financial strength.

BUSINESS ENVIRONMENT

The global economy grew by 3.2% in CY 2024, showing resilience amid inflationary pressures, monetary tightening and geopolitical uncertainties. While advanced economies expanded at a modest 1.7%, emerging markets recorded a robust 4.2% growth. With inflation gradually easing and supportive policy measures in place, the global economy is expected to maintain a steady growth trajectory, supported by infrastructure investments, digital transformation and sustainability-led development.

(Source: IMF World Economic Outlook, April 2025)

India sustained its growth momentum with a 6.5% GDP increase in FY 2024-25, supported by robust public spending and private investments. Programmes like Jal Jeevan Mission, AMRUT 2.0 and Namami Gange continued to accelerate investments in water reuse, digital monitoring and sustainable urban infrastructure, creating opportunities for private sector participation in long-term water security.

(Source: Ministry of Statistics and Programme Implementation)

Your Company remains well-positioned in this evolving landscape, backed by its asset-light strategy, advanced engineering capabilities and ESG-focused solutions. The Water sector is experiencing growing demand for innovative solutions addressing scarcity, pollution and infrastructure challenges. Governments and agencies are investing in water security, recycling and smart management. Your Company, aligned with SDGs and ESG principles, is actively engaging global financial institutions, attracting investments and offering renewable energy-powered water solutions.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report, other than those disclosed elsewhere in this report.

DIVIDEND AND ITS POLICY

Final Dividend:

Based on the Company’s performance and in line with the dividend policy of the Company, the Board of Directors are pleased to recommend a final dividend of INR 4/- per equity share of INR 2/-each fully paid-up i.e. (200%) for the FY 2024-25 which will be paid out of the profits of the year. The dividend, if approved at the 30^th Annual General Meeting (AGM), will be paid to those Members whose names appear in the Register of Members of the Company (including Beneficial Owners) as of August 05, 2025, being the record date. The final dividend if approved by the Members, will be paid on or before September 10, 2025.

The dividend income is taxable in the hands of the Members, effective from April 01, 2020 pursuant to the Finance Act, 2020 and the Company is required to deduct tax at source from the dividend paid to its Members at prescribed rates as per the Income Tax Act, 1961.

Your Company has adopted a Dividend Distribution Policy which can be accessed at https://www.wabag.com/investors/ in line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI LODR”).

TRANSFER TO RESERVES

The Board of Directors of your Company has decided to retain the profits in the profit and loss account. Hence, the Company has not transferred any amount to Reserves for the financial year ended March 31,2025.

SHARE CAPITAL AND FINANCE

Equity Share Capital:

During the FY 2024-25, there has been no change to the paid-up share capital of the Company and continues to remain at INR 12,43,80,856/-(Indian Rupees Twelve Crores Forty-Three Lakhs Eighty Thousand Eight Hundred and Fifty-Six only) consisting of 6,21,90,428 equity shares of face value of INR 2/- each.

Non-Convertible Debentures (NCDs):

During the FY 2023-24, the Company had allotted NCDs worth INR 100 Crores consisting of 1,00,000 NCDs of face value of INR 10,000 each (Series 1) to Asian Development Bank (ADB) which is secured, unlisted, redeemable, transferable, rated and interest bearing. The money raised through issue of NCDs were utilised in accordance with the conditions and objectives of the issuance and the Company has repaid about 17% of the principal amount during the FY 2024-25.

Banking arrangements:

Your Company has been effectively supported by a consortium of over fourteen (14) Banks and Financial Institutions for various banking and financing arrangements. Your Company has fulfilled all its payment commitments to the lenders.

CREDIT RATING

Your Company’s borrowing arrangements has received improvement in credit rating by the India Ratings & Research (wholly owned subsidiary of Fitch Group), the credit rating agency of the Company which upgraded the NCDs and Bank Loan’s Long-Term Rating to 'IND AA-’/Stable during the FY 2024-25 as below:

•    Fund based limits: IND AA-/Stable/IND A1+, Long-term rating upgraded; short-term rating affirmed

•    Non-fund-based limits: IND AA-/Stable/IND A1+, Long-term rating upgraded; short-term rating affirmed

•    Non-convertible Debentures: IND AA-/Stable, Upgraded

The details of the ratings are available on the websites of the Company and Stock Exchanges including the credit rating agency with rationale.

UNPAID / UNCLAIMED DIVIDEND AND SHARES

The Members may kindly note that the dividends if not claimed for a period of seven (7) years and the related shares on which such dividends have not been claimed by the Members for a period of seven (7) consecutive years are liable to be transferred to the Investor Education and Protection Fund (“EPF”) within the prescribed time pursuant to the provisions of Section 124, 125 and other applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”).

The Company has been sending various communications from time to time through the stock exchanges and reminder letters, through its Registrar and Transfer Agent (RTA) to those specific Members whose dividends are unpaid / unclaimed and due for transfer to the IEPF. Your Company has provided a dedicated facilitation / support system to the Members, to enable them to claim their dividend entitlements and corresponding shares before those are transferred to the IEPF Authority in accordance with the IEPF Rules.

During the FY 2024-25, unclaimed dividends amounting to INR 1,06,700/- belonging to 511 Members and 897 shares belonging to 29 Members pertaining to the FY 2016-17 who had not claimed their dividends for seven (7) years have been transferred to the IEPF Authority during September 2024 and October 2024 respectively

Further, the unclaimed dividends pertaining to the FY 2017-18 and its related shares shall be due for transfer to the IEPF Authority by September 2025.

The details of the Members with unclaimed dividend entitlements and shares which are transferred and/or liable to be transferred to the IEPF Authority are uploaded on the website of the Company at www.wabag. com. The Members are requested to approach the Company and/or the RTA for any support to claim their entitlements, if any.

WABAG CENTENARY STOCK OPTION SCHEME

WABAG Group across the globe had joyfully celebrated with pride and gratitude for a journey that had an humble beginning in 1924. As we celebrate 100+ years of WABAG’s existence in delivering sustainable water solutions, the Board of Directors based on the recommendations of the Nomination and Remuneration Committee (“NRC”) and approval of the Members had implemented a broad-based employee stock ownership program called the ‘WABAG Centenary Stock Option Scheme 2023’ (“Scheme” or “ESOS 2023”) as a strategic initiative to reward the employees for their dedicated service. The ESOS 2023 aims to reinforce employees’ commitment, acknowledge their dedication, and align their interests with the long-term success of the Company as it continues on the journey beyond its Centenary year.

WABAG actively engages in diverse projects across its Group, further bolstering its overall growth trajectory. Thus, the Board of Directors of the Company, deems it beneficial to extend the Scheme’s benefits to the employees not only within the Company but also across its Subsidiary(ies),

Associates, and its Group companies (existing and future). This inclusive approach was aimed to attract and retain key talents of the Group.

The Scheme comprises mega Grant for accomplishing Centenary year by the Company as well as periodic Grants which may be determined by the Nomination and Remuneration Committee (NRC) from time to time. The criteria to select the employees for Grant would be determined by the NRC, based on factors such as length of service, grade, individual performance ratings over past few years, present contribution, potential contribution, conduct, etc. as it may deem relevant. At the same time, the Company is aware that any discount should be compensated with appropriate vesting conditions based on achievement of mandatory corporate performance conditions such as revenue, earnings before interest, tax, depreciation and amortization, free cash flow, order book, etc.

Accordingly, the Members of the Company at the 15^th Extraordinary General Meeting (EGM) held on January 30, 2024 approved the ESOS

2023    to create and grant from time to time, in one or more tranches, not exceeding 25,00,000 (twenty-five lakhs) Stock Options exercisable into not more than 25,00,000 (twenty five lakhs) equity shares of face value of INR 2/- (Indian Rupees Two only) each fully paid-up.

Further, the NRC of the Company at their meeting held on March 21,

2024    considered and approved the first grant of 15,00,000 (fifteen lakhs) Stock Options under the said Scheme to the eligible employees in terms of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations”).

The following are the details pursuant to the Companies (Share Capital and Debentures) Rules, 2014 with regard to ESOS 2023 for the financial year ended March 31, 2025:

a.    Options granted - 15,00,000 Stock Options

b.    Options vested - 2,25,000 Stock Options (15% for the first year)

c.    Options exercised - Nil

d.    Total number of shares arising as a result of exercise of option - Nil

e.    Options lapsed - 1,10,060 Stock Options

f.    Exercise price - INR 513/- per option

g.    Variation of terms of options - Nil

h.    Money realized by exercise of options - Nil

i.    Total number of options in force - 25,00,000 Stock options

j.    Employee wise details of options granted to:

i.    key managerial personnel - All the key managerial personnel (KMP) were granted a total of 52,150 Stock Options (except the Executive Directors cum Promoters who shall not be eligible)

ii.    any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year - Nil

iii.    identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued

capital (excluding outstanding warrants and conversions) of the Company at the time of grant - Nil

The Board of Directors hereby confirm that there has been no material change in the Scheme as on the date of this report and the Scheme is in compliance with the applicable provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”).

The Secretarial Auditors had confirmed that the Scheme of the Company is in compliance with the SBEB Regulations and that the Company has complied with the applicable provisions of the Companies Act, 2013.

The disclosures as required under Regulation 14 of the SBEB Regulations are uploaded on the Company’s website at https://www.wabag.com/investor-communications/

DEPOSITORY SYSTEM

As of March 31,2025, the total paid-up capital consisting of 6,21,90,428 equity shares of face value of INR 2/- each with 99.99% held in dematerialized mode connected with both the depositories viz. the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through the Registrar and Transfer Agent (RTA) of the Company for the equity shares.

As on the date of this report, only 212 equity shares are held in physical mode by four (4) Members and the Company has been sending communications to the Members to create awareness about the benefits of holding shares electronically and also to achieve 100% dematerialised shareholding. The Members are also informed that the Company’s shares are tradable through electronic mode only.

REGISTRAR AND TRANSFER AGENT (RTA)

Cameo Corporate Services Limited, Chennai, a leading Category I Registrar and Share Transfer Agent registered vide SEBI registration no: INR000003753, an ISO / IEC 27001:2013 certified Company is the RTA for the equity shares of the Company.

Integrated Registry Management Services Private Limited, Chennai registered vide SEBI registration no: INR000000544 is the RTA appointed for the Non-Convertible Debentures issued to the Asian Development Bank.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis of your Company’s performance is enclosed as a separate report forming part of this Annual Report.

CORPORATE GOVERNANCE

At WABAG, Corporate Governance is fundamental to its business and core to its existence. Your Company is committed to the highest standards of Corporate Governance and Ethics. Your Company has implemented several best Corporate Governance practices to

enhance the Shareholders value on a long-term basis and respects Shareholders rights in all its strategic and business related decision. Your Company ensures best practices throughout the business cycle and follows a transparent procedure in sharing timely information to all its Stakeholders. Your Company places great emphasis on business ethics and ensures best practices throughout the business cycle.

The Report on Corporate Governance for the financial year ended March 31, 2025 pursuant to Regulation 34 of the SEBI LODR, is presented as a separate section, forming part of this Annual Report. A certificate from the Practicing Company Secretary, confirming the compliance conditions of Corporate Governance, as stipulated under the SEBI LODR, also forms part of this Annual Report. A Compliance Report on applicable compliances of the SEBI Circular, Notifications, and Regulations etc., issued by the Practicing Company Secretary was filed with the Stock Exchanges.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Your Company being one of the top 1000 listed entities (by market capitalization) has adopted the Business Responsibility and Sustainability mechanism as part of its business under Environmental, Social and Governance (ESG) parameters since the FY 2022-23.

The Business Responsibility and Sustainability Report (BRSR), is intended towards a quantitative and standardized disclosures on ESG parameters to enable comparability across the companies, sectors and time which will be helpful for the investors to make better investment decision for the listed companies. A separate report on Business Responsibility and Sustainability is enclosed forming part of the Annual Report.

CORPORATE POLICIES

The Board of Directors of your Company have framed various statutory policies, codes as prescribed under the Act and the SEBI Regulations, from time to time. The Board / Committee continuously reviews and updates the policies and codes in line with the amendments to the Act and the SEBI Regulations, as applicable.

The key policies adopted by the Company are stated in detail in the Corporate Governance Report section forming part of the Annual Report.

The aforesaid policies can be viewed under “Polices / Codes” section at https://www.wabag.com/investors/. Other internal policies adopted by the Company are available on the Company’s intranet portal.

BOARD OF DIRECTORS

Your Company is functioning professionally under the overall supervision and guidance of the Board consisting of six (6) Directors with three (3) Independent Directors including an Woman Independent Director, one (1) Non - Executive Non - Independent Director and two (2) Executive Directors.

EXECUTIVE DIRECTORS

Mr. Rajiv Mittal, Chairman and Managing Director and Mr. S. Varadarajan, Whole Time Director and Chief Growth Officer (CGO) are the Executive Directors and also the Promoters of the Company.

NON-EXECUTIVE DIRECTORS

INDEPENDENT DIRECTORS

During the FY 2024-25, there has been no change in the composition of the Board of Directors, till the date of this report.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

All the Independent Directors of the Company have confirmed that they meet the “Independence criteria” laid down under the Section 149(6) of the Act and Regulation 16(1)(b) of SEBI LODR. In addition, they continue to maintain their directorship within the prescribed maximum limits as prescribed under the SEBI LODR. The Independent Directors has provided necessary declarations / disclosures to the Company in this regard.

NON-EXECUTIVE NON-INDEPENDENT DIRECTOR

Mr. Amit Goela is the Non-Executive Non-Independent Director of the Company.

RETIREMENT OF DIRECTOR BY ROTATION

Mr. Amit Goela (DIN: 01754804) Non-Executive Non-Independent Director, shall be eligible to retire by rotation at the ensuing 30^th Annual General Meeting (AGM) and he, being eligible, offers himself for re-appointment and the Board of Directors of your Company recommends his re-appointment, retiring by rotation, pursuant to the provisions of Section 152 of the Act read with rules issued thereunder. A brief profile of Mr. Amit Goela forms part of the notice convening the 30^th AGM of the Company.

APPOINTMENT OF THE DIRECTORS

The Nomination, Evaluation & Remuneration Policy lays down the criteria for determining qualifications, positive attributes and independence of a Director, pursuant to Section 134(3)(e) and 178(3) of the Act. The Nomination and Remuneration Committee (NRC) has formulated the criteria for appointment of the Director on the Board of the Company. In accordance with the provisions of the Act and SEBI LODR, the NRC based on the criteria formulated makes necessary recommendation to the Board for the appointment of the Directors.

In addition, the NRC on the basis of the performance evaluation of the Directors, recommends to the Board on reappointment / continuation of the term of office of the Independent Directors and other Directors from time to time.

BOARD’S OPINION ON INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the FY 2024-25, there were no new Independent Directors appointed to the Board. With respect to the proficiency of the Independent Directors, ascertained from the online proficiency selfassessment test conducted by the IICA (Indian Institute of Corporate Affairs), as notified under Section 150(1) of the Act, the Board of Directors have taken on record the declarations submitted by the Independent Directors that they have complied with the requirements.

KEY MANAGERIAL PERSONNEL (KMP)

The Key Managerial Personnel (KMP) of your Company as per Section 203 of the Act, during the financial year ended March 31,2025 are as follows:

a.    Mr. Rajiv Mittal, Chairman and Managing Director;

b.    Mr. S. Varadarajan, Whole time Director and Chief Growth Officer;

c.    Mr. Skandaprasad Seetharaman, Chief Financial Officer;

d.    Mr. Shailesh Kumar, CEO - India Cluster;

e.    Mr. V Arulmozhi, CFO - India Cluster;

f.    Mr. Anup Kumar Samal - Company Secretary and Compliance Officer.

BOARD DIVERSITY

Your Company recognizes the importance of a diverse Board for its sustainable growth and success and believes that a diverse Board will ensure effective corporate governance, responsible decision-making ability, sustainable business development and the Company’s reputation.

The Company recognizes and sets out the approach to diversity of the Board in terms of thought, knowledge, skills, regional and industry experience, cultural and geographical background, perspective, gender, age, ethnicity and race in the Board, based on the laws/regulations applicable to the Company and as appropriate to the requirements of the businesses of the Company. The Nomination and Remuneration Committee of the Board sets out the approach to diversity of the Board.

ANNUAL EVALUATION OF BOARD AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee and the Board of Directors of your Company has laid down the manner in which formal annual evaluation of the performance of the Board, Committees, Individual Directors and the Chairman to be made, in accordance with the provisions of the Act and SEBI LODR.

During the year under review, the Board carried out an annual evaluation of its own performance, its Committees and performance of all the Directors individually and also the Chairman. A digital evaluation was carried out by the Directors by way of an organized questionnaire covering various aspects of the functions of the Board’s adequacy, culture, execution and delivery of performance of specific duties, obligations and Governance.

The Independent Directors and other Directors of the Company reviewed the performance evaluation of the Board and its Committees, Individual Director and the Chairman at their meeting held on May 21, 2025. The Nomination and Remuneration Committee of the Board carried out a separate exercise to evaluate the performance of the Individual Directors. The report on Corporate Governance forming part of this Annual Report covers details of the Board evaluation process and other requisite information.

FAMILIARISATION PROGRAMME

As part of the Familiarisation Programme, your Company conducts various programs, sessions and seminars for the Directors, from time to time, to update them with various aspects covering the industry including the business process, procedures, laws, rules and regulations as applicable for the business of the Company, making presentations on the business areas of the Company including business strategy, risk opportunities, quarterly performance of the Company, etc.

A formal letter of appointment was issued to the Directors at the time of their appointment, capturing their roles, functions, duties and responsibilities and expectations of the Board. The Directors of your Company are given the full opportunity to interact with the Key Managerial Personnel including the Senior Management Personnel and provided with the access to all the documents/ information sought by them to have a good understanding of the Company, its business and various operations and the industry of which it is a part.

The details of the Familiarization Programme are disclosed in the report on the Corporate Governance and is available on the Company’s website at https://www.wabaq.com/investor-communications/.

BOARD & COMMITTEES

The Board of Directors of your Company comprises the following Directors as on the financial year ended March 31, 2025:

1.    Mr. Rajiv Mittal, Chairman and Managing Director;

2.    Mr. S. Varadarajan, Whole Time Director & Chief Growth Officer;

3.    Mrs. Vijaya Sampath, Independent Director;

4.    Mr. Milin Mehta, Independent Director;

5.    Mr. Ranjit Singh, Independent Director;

6.    Mr. Amit Goela, Non-Executive Non-Independent Director.

Your Company maintains the highest standards of the Corporate Governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

As on March 31, 2025, your Company consists of following key Committees of the Board viz:

a)    Audit Committee which acts as an interface between the statutory and the internal auditors, the Management and the Board of Directors. It assists the Board in fulfilling its responsibilities of monitoring financial reporting processes, reviewing the Company’s established systems and processes for internal financial controls, governance and reviews the Company’s statutory and internal audit processes. The Board reviews / accepts the recommendations made by the Audit Committee. The composition of the Audit Committee is mentioned in the Report on Corporate Governance forming part of this Annual Report.

b)    Stakeholders Relationship Committee    inter-alia

to look into various matters relating to the security holders of the Company.

c)    Nomination and Remuneration Committee inter-alia with wider terms of reference as per the statutory requirements.

d)    Risk Management and Monitoring Committee inter-alia to review and monitor the various projects of the Company from time to time and evaluate the risks existing in the business and ensure appropriate mitigation measures in a time bound manner

e)    Corporate Social Responsibility Committee, inter-alia,

to undertake CSR activities, monitoring and reporting system for utilization of funds for the CSR activities.

f)    Capital Allocation Committee inter-alia, to scrutinize, evaluate and approve any new / enhancement in the investment by the Company in setting up a branch / subsidiary / joint venture entity in India or overseas and periodically monitor that the investments made in such group entities are used for such approved purpose so as to ensure that return on investment to the Company is protected in the long run. Please refer to the financial statements section of the Annual Report for investment made by Company in Overseas Direct Investment (ODI) entities.

g)    Sustainability Committee inter-alia,    advising on

implementation of Environment, Social and Governance (ESG), its ratings, ESG investing, etc.

The respective Chairperson of each Committee convenes the meetings of the Committees. The Board is apprised with the discussion held at the meeting of the Committees, from time to time, for review / necessary action, wherever required.

In compliance with the Secretarial Standards -1 issued by the Institute of Company Secretaries of India (ICSI), the minutes of the meetings of the Committees and the Board are circulated to all the Members of

the Committees / Directors for their comments, if any. The approved minutes are signed and certified signed minutes are shared with the Board and respective Committees and also tabled at the subsequent meeting of the Board of Directors / Committees.

The annual calendar of the Board and Committee meetings are finalized by the Board before the beginning of every financial year to enable the Directors to plan their schedule well in advance to ensure their participation in the meetings.

During the FY 2024-25, the Board of Directors of your Company met eight (8) times through physical and video conferencing / other audio visual means (OAVM) on May 07, 2024, May 21, 2024, July 08, 2024, August 08, 2024, November 06, 2024, February 07, 2025, February 20, 2025 and March 28, 2025. The details regarding composition of the Board, attendance of the Directors and other relevant information are set out in the Report on Corporate Governance forming part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Act, the Board of Directors of the Company to the best of its knowledge and belief and according to the information and explanations obtained, makes the following statements:

a)    that in the preparation of the annual accounts of the Company the applicable accounting standards have been followed along with proper explanation relating to material departures;

b)    the Directors had 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 at the end of the financial year and of the profits of the Company for that period;

c)    the Directors had taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d)    the Directors had prepared the annual accounts on a going concern basis;

e)    the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

f)    the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

REMUNERATION OF THE DIRECTORS

The Board of Directors has implemented the Nomination, Evaluation & Remuneration policy based on various evaluation criteria determined by the Nomination and Remuneration Committee in line with the

requirements of the applicable law. The objective of the said policy is to assess the effectiveness of the Board as a whole, Committees of the Board and Individual Directors on regular basis and to attract, motivate and retain the Directors, Key Managerial Personnel, Senior Management Personnel and other expert Individuals that the Company requires in order to achieve its strategic and operational objectives.

In accordance with the relevant provisions of the Act and SEBI LODR, the following policies / framework have been adopted by the Board upon recommendation of the Nomination and Remuneration Committee as part of the Nomination, Evaluation & Remuneration Policy:

•    Board Nomination Policy;

•    Policy for Appointment and Removal of Director, Key Managerial Personnel and Senior Management Personnel;

•    Board Evaluation Policy;

•    Board Diversity Policy;

•    Policy related to Remuneration for the Executive Directors, Key Managerial Personnel and Senior Management Personnel;

•    Policy related to Remuneration for the Non-Executive Directors / Independent Directors.

The Nomination, Evaluation & Remuneration policy of the Company is available on the website of the Company www.wabag.com/investors/. The information on Director’s Commission and other matters as provided in Section 178(3) of the Act are disclosed in the Report on Corporate Governance forming part of this Annual Report. The overall limit of remuneration payable to the Board of Directors and Managerial Personnel are governed by the provisions of Section 197 of the Act and Rules made thereunder.

REMUNERATION OF THE EXECUTIVE DIRECTORS

The remuneration of the Executive Directors consists of fixed and performance based variable components on KPIs (Key Performance Index) and KRA (Key Results Area) discussed with the Executive Directors. The Nomination and Remuneration Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation and recommends the compensation payable to them, within the parameters approved by the Members, to the Board for their approval.

REMUNERATION OF THE NON-EXECUTIVE DIRECTORS

The Non-Executive Directors are paid remuneration in the form of commission subject to overall limits approved by the Members and as prescribed under the Act. The Board may determine different

remuneration for different Directors on the basis of their role, responsibilities, duties, time involvement etc. The Company has no pecuniary relationship with the Non-Executive Directors except for the commission paid to them.

REMUNERATION OF THE KMP / SENIOR MANAGEMENT / OTHER EMPLOYEES

The remuneration of the Key Managerial Personnel (other than the Executive Directors) and any revision thereof, shall be approved by the Board duly recommended by the Nomination and Remuneration Committee in accordance with the Nomination, Evaluation & Remuneration Policy of the Company and internal policy of the Company.

The Chairman & Managing Director and the Whole Time Director & Chief Growth Officer carry out the overall performance evaluation of the senior management / other employees and apprises the Board / Nomination and Remuneration Committee about the same and on the basis of the overall achievements of KPI (Key Performance Index) and KRA (Key Results Area), they are paid remuneration / any revision thereof.

POLICY ON PRESERVATION & ARCHIVAL OF DOCUMENTS

In accordance with the Regulation 9 read with the Regulation 30(8) of the SEBI LODR, your Company has framed a Policy on “Preservation & Archival of the Documents”. This policy is available on the Company’s website www.wabag.com/investors/. The policy provides guidelines for the retention of records, duration of preservation of relevant documents, archival / safe disposal / destruction of the documents. The policy inter-alia aids the employees in handling the documents efficiently either in physical form or electronic form. The policy not only covers the various aspects on preservation, but also archival of documents.

PARTICULARS OF THE EMPLOYEES

Pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, disclosures with respect to the remuneration of Directors, KMP and employees, are enclosed as Annexure-I to the Board’s Report.

The information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including amendments thereof), is provided in the Annexure forming part of this Report. In terms of the first proviso to Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company.

INDUSTRIAL RELATIONS

Your Company maintains a healthy, cordial and harmonious industrial relations at all levels with the Stakeholders. The enthusiasm and unstinted efforts of our employees have enabled your Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across the organization.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has implemented a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder (“POSH”). The Company maintains a collaborative, inclusive, non-discriminative safe work culture, and provides equal opportunities to all the employees and has a 'Zero Tolerance’ policy towards sexual harassment at the workplace.

Your Company has constituted Internal Complaints Committee under POSH, which comprises four (4) Members, out of which two (2) are women members including one (1) external woman representative. All the employees viz. permanent, consultant, contractual, temporary and trainees are covered under the said policy

During the year under review, your Company has not received any complaint and there were no cases pending due to Sexual Harassment at workplace. An Annual Report comprising details of the complaints received, disposed of and pending at the end of the calendar year i.e. December 31, 2024 was duly submitted by the Internal Compliant Committee, in accordance with the Section 21 of POSH.

AUDITORS

A.    Statutory Auditors

The Members of the Company at the 28^th AGM held on August 11, 2023 had re-appointed M/s Sharp & Tannan, Chartered Accountants, Chennai (Firm Regn No. 003792S) as the Statutory Auditors of the Company to hold office for a term of five (5) years from the conclusion of the 28^th AGM until the conclusion of the 33^rd AGM of the Company to be held in the calendar year 2028.

The Statutory Auditors of the Company have submitted Independent Auditors’ Reports for FY 2024-25 and is forming part of this Annual Report. The Auditors’ Report on Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, does not contain any qualification, reservation or adverse remark.

B.    Cost Auditor

Pursuant to the provisions of the Section 148(1) of the Act, Mr. K. Suryanarayanan, Practicing Cost Accountant (Membership No.24946) was appointed as the Cost Auditor of the Company, for conducting the audit of cost records for the FY 2024-25. The audit of cost records is in progress and report by the Cost Auditor will

be filed with the Authority within the prescribed time. A proposal for ratification of remuneration of the Cost Auditors for the FY 2024-25 will be placed before the Members of the Company at the AGM. The cost records, as applicable to the Company are maintained in accordance with the Section 148(1) of the Act.

C.    Secretarial Auditors

The Board of Directors had appointed M/s M. Damodaran & Associates, LLP, Practicing Company Secretaries, Chennai as the Secretarial Auditors of the Company for the FY 2024-25. The Secretarial Audit Report was placed before the Board and it does not contain any qualification, reservation or adverse remark. The Report of the Secretarial Auditors is enclosed as Annexure-II to the Board’s Report.

The Board has based on the recommendations of the Audit Committee, had approved the appointment of M/s. M. Damodaran & Associates LLP, Practicing Company Secretaries, Chennai as the Secretarial Auditors of the Company for a consecutive term of five (5) years commencing from the FY 2025-26 till the FY2029-30, subject to the approval of the Members at the ensuing AGM of the Company at such remuneration and out-of-pocket expenses, if any as mutually agreed and other terms and conditions as may be determined by the Board of Directors (including its Committees thereof), and to avail any other services, certificates, or reports as may be permissible under the applicable laws.

D.    Internal Auditors

Your Company has a robust Internal Audit function comprising both the Corporate Assurance Department of the Company (internal function) and M/s PKF Sridhar & Santhanam LLP, Chartered Accountants, Chennai, (Firm Regn. No - 003990S/ S200018) (external firm). The Internal Audit function aims to provide independent and objective assurance services with a view to add value and improve efficiency of business operations. M/s PKF Sridhar & Santhanam LLP, Chartered Accountants, along with the Corporate Assurance Department of the Company was appointed as the joint Internal Auditors of the Company to conduct the Internal Audit for the FY 2024-25.

M/s PKF Sridhar & Santhanam LLP, Chartered Accountants along with the Corporate Assurance Department of the Company conducts the Internal Audit as the Internal Auditors of the Company.

The Internal Auditors reports directly to the Audit Committee and makes comprehensive presentations at the Audit Committee meeting(s) on the Internal Audit Report covering the business areas required by the Audit Committee, from time to time.

None of the Auditors of the Company have reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Act, including rules made thereunder.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

During the financial year ended March 31,2025, the Board of Directors of your Company had considered and approved following decisions with respect to Subsidiaries, Joint Ventures and Associate entities:

Ganga STP Project Private Limited, Associate Company

During the FY 2024-25, the Company has infused INR 10.50 Crores in the form of Inter Corporate Deposit/Unsecured Loan, towards sponsor support.

DK Sewage Project Private Limited, Subsidiary Company

During the FY 2024-25 and till the date of this report, the Company has infused INR 318 Crores in the form of Inter Corporate Deposit/ Unsecured Loan. Further the Company has approved for modification of terms of Investment made in DK Sewage Project Private Limited by way of conversion of Non-Convertible Debentures amounting to INR 19.08 Crores to Compulsorily Convertible Debentures in line with the requirement of lenders and the Concessioning Authority.

Ghaziabad Water Solutions Private Limited, Subsidiary Company

During the FY 2024-25 and till the date of this report, the Company has infused INR 11.25 Crores in the form Non-Convertible Debentures and INR 2.90 Crores in the form of Inter Corporate Deposit/Unsecured Loan.

Kopri Bio Engineering Private Limited, Subsidiary Company

VA TECH WABAG LIMITED (WABAG) holds 51% of the equity shares in Kopri Bio Engineering Private Limited (KBEPL) and balance 49% of the equity shares are held by A K Electrical and Works Private Limited (AKEPL). A Shareholders Agreement was signed between the WABAG, AKEPL and KBEPL on May 09, 2024 to record the terms and conditions which will govern the relationship of shareholders of the KBEPL and the management and governance of and the investment into the KBEPL.

Please refer Key Project Updates section of the Board’s Report for more details.

Your Company has 17 Subsidiaries, Associates and Joint Venture entities worldwide as on date of this report. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of our subsidiaries in the prescribed format Form AOC-1 is enclosed as Annexure-III to the Board’s Report.

MATERIAL SUBSIDIARIES

The Board of Directors of your Company has framed a policy for “Determining Material Subsidiaries” in accordance with the SEBI LODR. The policy is also made available on your Company’s website www.wabag.com .

In accordance with the provisions of the SEBI LODR and Policy for Determining Material Subsidiaries, your Company has one (1) Material Subsidiary i.e. VA Tech Wabag GmbH, Austria, as on the date of this report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 are prepared in compliance with the applicable provisions of the Act including Indian Accounting Standards specified under Section 133 of the Act. The audited consolidated financial statements together with the Auditors’ Report thereon forms part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Subsidiaries, Associates and Joint Venture entities of the Company are available for inspection by the Members at the Registered Office of the Company. Your Company shall provide a copy of the financial statements of its Subsidiary companies to the Members upon their request. The statements are also available on the website of your Company at www.wabag.com.

RELATED PARTY TRANSACTIONS

All transactions entered into with the Related Parties, during the year under review, were in the ordinary course of business and at arm’s length basis and in accordance with the provisions of the Act and the SEBI LODR. There were no materially significant Related Party Transactions entered into by the Company with the Promoters, the Directors, the Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The details of the same are given in the notes to the Financial Statements. The Related Party Transactions were placed before the Audit Committee for their review, consideration and approval / recommendation and then placed before the Board for taking note / approvals. The amended Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the Company’s website www.wabaq.com/investors/.

The details as required to be provided under Section 134(3) (h) of the Act, in the prescribed Form AOC-2 are enclosed as Annexure - V to the Board’s report.

OVERSEAS DIRECT INVESTMENT

Over the years, your Company has expanded its global footprint through Overseas Direct Investments (ODI) by establishing Subsidiaries, Associates, and Joint Venture entities. Your Company also executes in overseas geographies through the establishment of a Branch, Project Management Offices and other permanent establishment (PE) models.

During the financial year, no new investments were made in ODI entities and the total equity investment is INR 605.40 Million.

Further, there were no new guarantees or loans extended to the ODI entities during the year. The guarantees executed so far to the group entities have been closed in line with the completion of projects as per the contractual obligations. The Company has also not provided any loans to its ODI entities during the year, demonstrating the financial stability of the overseas subsidiaries.

The Group’s international presence has enabled advanced Research & Development activities in India and Europe leading to over 125 IP Rights which are proprietary in nature and used for the Group’s business operations to provide best in class customised and innovative technological solutions to our customers at competitive cost.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Committee is responsible for formulating and monitoring the CSR policy of the Company. Pursuant to Section 135(4) of the Companies Act, 2013, the major contents of CSR policy include your Company’s CSR approach and guiding principles, core Ideology, total outlay for each financial year, allocation of resources and thrust areas, formulation of annual action plan, Executing Agency/ Partners and Impact Assessment.

The CSR policy is available on the Company’s website in the following link: https://www.wabag.com/investors/. In terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time ("CSR Rules") and in accordance with CSR Policy and in accordance with the Annual Action Plan, your Company allocated an amount equivalent to 2% of the average net profits (calculated as per Section 198 of the Act) of its three (3) immediately preceding financial years for implementation of CSR activities.

Pursuant to the provisions of Section 135(6) of the Companies Act, 2013, there was no unspent amount for the FY 2024-25 pertaining to ongoing projects which has to be transferred to a separate bank on or by April 30, 2025.

Further, during the year, your Company implemented the following CSR projects:

a)    Maintenance of Chennai City Sanitation Plan - On going Project;

b)    Renovation of Govt. Public School Restroom facilities - other than On-going Project;

c)    Apprenticeship Training Programme, a project under Industry Partnership Model under Apprenticeship Act) - other than On-going Project.

The details of the aforesaid projects are covered in the annual report on CSR activities forming part of this Board’s Report.

The CSR Committee of the Board has been constantly reviewing the projects and gives directions to expedite implementation of the projects undertaken. It also focusses on proposals covering skill development CSR initiatives in the form of training and development programmes to enrich the knowledge, skill sets, communication, on the job training, improve efficiency and performance level of technical and non-technical persons viz., diploma holders, graduates and other eligible persons.

Core Ideology: For WABAG, responsible business practices include being responsible for our business processes, engaging in responsible relationship with the employees, customers and the community. Hence for the Company, Corporate Social Responsibility goes beyond just adhering to statutory and legal compliances, and creates social and environmental value while supporting the Company’s business objectives and reducing operating costs and at the same time enhancing relationship with the key Stakeholders and Customers.

Your Company’s commitment to CSR will be manifested by investing resources in one or more of the following areas:

a)    by taking up CSR projects largely within the framework of the Company’s expertise, i.e. water, wastewater management and sanitation;

b)    by focusing on CSR projects in the Company’s project / office neighbourhoods;

c)    imparting training by supporting apprenticeship under Industry Partnership model;

d)    any other projects and / or contribution for any specific purpose notified CSR and / or recommended / approved by CSR Committee / Board of the Company from time to time.

The annual report on CSR activities undertaken by the Company is enclosed as Annexure - IV to the Board’s Report.

CSR ACTIVITIES OF THE GROUP

Ganga STP Project Private Limited, an Associate Company (Ganga STP) implementing projects at Kolkata for the Kolkata Metropolitan Development Authority (KMDA) under the National Mission for Clean Ganga with financial assistance from World Bank, had undertaken various CSR activities around its projects locations during the FY 2024-25 as detailed below, benefitting ~6200 students and staff community:

a)    Installation of Reverse Osmosis (RO) drinking water plant at Baranagar Mohan Girls High School, Bantra BBPC Girls High School and Santragachi Kedarnath Institution;

b)    Installation of CCTVs at Bhabatarini Mondal Memorial School and Chakpara Sarada Devi Girls High School; and

c)    Installation of 3KW Solar Power system at Bhattanagar Kulakamini Vidyamandir, 5KW Solar Power system at Hemnagar Hemchandra Smriti Vidyamandir and 3KW Solar Power system at Ichapur High School.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments, as on March 31, 2025, are given in the notes to the financial statements of the Company pursuant to the provisions of Section 186 of the Act and Schedule V of the SEBI LODR.

INTERNAL CONTROL / AUDIT AND ITS ADEQUACY

Your Company has built a robust control system upon which the internal controls are built to mitigate the risks. Under the controlled environment, the Company’s policies, procedures and standards are developed to uphold control across the organisation. Adequate internal controls are in place to commensurate with the business and operating dynamics. Internal controls are designed to provide reasonable assurance over:

1.    Achieving strategic objectives;

2.    Efficiency and effectiveness of business operations;

3.    Prevention and detection of frauds and errors;

4.    Safeguarding its assets;

5.    Complying with applicable laws and regulations;

6.    Providing reliable financial information.

Your Company has a robust internal audit function, spearheaded by industry veterans and process experts. The Audit Committee of the Board periodically reviews the audit functions and key issues are acted upon immediately. The Key controls are periodically reviewed and improvements are made to enhance the reliability of information. The Company through its global ERP continues to align its processes and controls with the industry best practices.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The Act, re-emphasizes the need for an effective Internal Financial Control system in the Company, which should be adequate and shall operate effectively. The details are as under:

1.    The internal financial controls within the Company commensurate with the size, scale and complexity of its operations;

2.    The Audit Committee of the Board periodically reviews the internal audit plans and provides observations/ recommendations to the Internal and Statutory Auditors;

3.    The controls were tested during the year and there were no reportable material weaknesses;

4.    Your Company continuously tries to automate these controls to increase its reliability;

5.    Your Company follows accounting policies which are in line with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015. These are in accordance with the Generally Accepted Accounting Principles (GAAP) in India;

6.    Your Company’s Books of Accounts are maintained in IFS (Industrial and Financial Systems), a global Enterprise Solution and transactions are executed through IFS setups to ensure correctness / effectiveness of all the transactions, integrity and reliability of the reporting;

7.    Your Company has a mechanism of building budgets at an integrated cross functional level. The budgets are reviewed on a monthly basis so as to analyze the performance and take corrective action, wherever required;

8.    Overseas subsidiaries provide required information for consolidation of accounts in the format prescribed by your Company along with the certification from the auditors of the respective entities.

RISK MANAGEMENT

Your Board has constituted a dedicated Board Committee viz. “Risk Management and Monitoring Committee” to review risks trends, exposure, its potential impact analysis and mitigation plans. The Committee consists of four (4) Directors out of which two (2) are Independent Directors and two (2) are Executive Directors. The details on your Company’s risk Management framework / strategy, risk assessment, risk acceptance, risk avoidance, risk mitigation, risk review etc. forms part of Management Discussion and Analysis section of this Annual Report.

AWARDS & RECOGNITIONS

During the year under review, your Company received numerous awards and accolades conferred by the reputable organizations, distinguished bodies and clients for the achievements in sustainable solutions, project completion etc. Please refer to this Annual Report for the details of the rewards and recognition achieved by the Company during the FY 2024-25.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016 (IBC).

OTHER DISCLOSURES

(a)    Deposits:

Your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), during the year under review.

(b)    Contracts or Arrangements with the Related Parties: Particulars of contracts or arrangements with the related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2 is enclosed as Annexure - V to the Board’s Report.

(c)    One-time settlement

There was no instance of one-time settlement with any bank(s) or financial institution(s).

(d)    Annual Return

In accordance with Section 134(3)(a) read with Section 92(3) of the Act, a copy of the annual return of the Company for the FY 2024-25 in the prescribed format is available on the Company’s website in the following link: https://www.wabaq.com/investor-communications/.

e) Secretarial Standards

The Company has complied with applicable Secretarial Standards issued by the ICSI.

(f)    Conservation of Energy

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, is enclosed as Annexure - VI to the Board’s Report.

(g)    Differential Rights

The Company has not issued sweat equity shares or equity shares with differential rights as to dividend, voting or otherwise, during the year under review.

(h)    Nature of Business

During the year under review, there was no change in the nature of business of the Company or any of its subsidiaries.

QUALITY, HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION (QHSE)

Your Company is committed to provide a safe, healthy and conducive environment to all of its employees and associates and complied with the labour related laws. The details of quality, health, safety environmental initiatives, objectives and achievements made by the Company are detailed in the other sections of this Annual Report.

SUSTAINABILITY INITIATIVES

For your Company’s business, Sustainability is the core principle. Globally your Company is actively engaged in providing sustainable solutions for the future that are eco-friendly and renewable in nature. As this report demonstrates, your Company’s contribution and commitment towards sustainability is pro-nature as is an integral component of our business.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has formulated a Whistle Blower Policy which serves as a mechanism for its Directors, Employees, Business Associates and other Stakeholders to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct without fear of reprisal. The vigil mechanism provides a dedicated e-mail id.

Any Director or employee who becomes aware of an unethical behavior or fraud or violation of code shall report to the Ethics Committee for redressal as provided in the policy. The Audit Committee of the Board oversees the functioning of this policy. The policy is available on the website of the Company www.wabag.com.

GREEN INITIATIVES

WABAG stands for sustainability and has demonstrated its commitment to creating a green earth for over ten (10) decades. WABAG’s vision is aligned to the United Nations Sustainable development goals (SDGs) 2030 and this has been reflected in the Group’s numerous initiatives as highlighted below:

1. Green Initiatives begin at home: Over 82% of the total power requirement of our headquarters in Chennai is derived from renewable energy, thereby bringing down energy cost by over 10% as well as becoming a part of green energy compliant corporate. It is in recognition of this initiative that our headquarters, WABAG HOUSE, has been Certified as Near Net Zero in energy by Indian Green Building Council (IGBC), in addition to being Re-Certified as Platinum rated Green building during September 2024.

•    Achieved IGBC Near Net Zero in Energy;

•    Achieved IGBC Net Zero in Water;

•    During September 2024, WABAG House has been Re-Certified as “Platinum Rated Green Building”

with higher scores for the green building initiates taken under O&M Existing Buildings category;

•    With the above initiatives, achieved the status of “First Corporate Building in India”, and this was recognized in person by Mr. Shekar Reddy, National Vice-Chairman, CII-IGBC and Mr. Mahesh Anand, Co-Chair, CII-IGBC Chennai Chapter.

Other initiatives taken by us are as follows:

•    Paper Waste is being sent to ITC Limited for recycling and the proceeds obtained in the form of stationeries are distributed to local panchayat schools;

•    Batteries, oil waste and e-Waste are being disposed for recycling through Pollution Control Board (PCB) authorized re-cycler;

•    Employee friendly initiatives like ergonomics, indoor air quality and LUX level are maintained as per standards;

•    Conservation of energy and water management resulted in low Energy and Water Performance Index;

•    Food wastes are converted into natural manure by implementing in-house compost pit management system; being used for in-house plants;

•    Improved the rain water harvesting systems percolation capacity @ WABAG House and thereby achieved more than 2.7X times of water used in the building is returned to earth through rain water;

•    E-Tender process for sourcing materials in our procurement function as a step towards digitization.

2.    Digitisation: Moving forward on its commitment towards a Green Planet for future generations and in furtherance of digitization commitment to Go-Green initiative of the Government, your Company has been using digital mechanism to conduct Board / Committee Meeting(s) as per the provisions of law and the agendas, notes and other supporting documents of the Board / Committee meetings are circulated through a secured electronic platform for ease of access to the Directors / Members for their review and consideration, thereby reducing usage of papers to a limited purpose.

WABAG took various initiatives to reduce the usage of physical Annual Reports by continuously persuading the Members to get registered their e-mail ids with their respective DPs to avail the e-version of Annual Reports and providing e-voting facility to all its Members to enable them to cast their votes electronically on all resolutions set forth in the Notice including attending AGM electronically. ¹

4. Advancing Circular Economy Principles at Your Company:

Your Company regards circles as the epitome of nature’s perfection — from celestial bodies like the sun and moon to the elemental cycles on Earth, including the water cycle. This circularity epitomizes sustainability, inspiring Your Company to adopt the principles of a circular economy to address modern wastewater challenges.

In contrast to the linear "take-make-dispose" model, Your Company embraces the holistic approach of Circularity for Sustainability This principle transforms wastewater from a disposal problem into a resource opportunity. By leveraging innovative technologies, Your Company elevates sewage treatment plants (STPs) from mere treatment facilities to resource recovery centers.

Your Company's core philosophy, Total Resource Recovery, underpins this approach. This concept not only treats wastewater but also extracts valuable resources. Treated water can be repurposed for non-potable uses, sludge can be converted into fertilizer, and biogas generated from sludge digestion can be harnessed for renewable energy.

Your Company optimizes these processes to reduce energy consumption and waste generation while enhancing efficiency in treatment, nutrient recovery, and biogas production. This is not a distant goal but a functional reality, exemplified by Your Company's global projects.

Pioneering Projects and Achievements

Your Company set the standard for the circular economy over two decades ago with the Kodungaiyur Power-Neutral WWTP in Chennai. This plant, the first in India to complete 110,000 hours on a single gas engine, uses biogas from sludge digestion to generate green energy, making it power-neutral and independent of grid power.

Another successful case is the Pappankalan WWTP in New Delhi, which has set a classic example of a resource recovery-based circular economy by discharging treated wastewater into the Yamuna River, producing green energy from bio-sludge, reducing operational costs, and utilizing bio-sludge as a nutrient-rich fertilizer for agricultural use.

Your Company's Dinapur WWTP in Varanasi, the largest under the Namami Gange Programme and inaugurated by Hon’ble PM Shri Narendra Modi, operates on a similar model. It treats wastewater to help restore the health of the Ganga River.

Other significant projects include the WWTPs built for KMDA in Kolkata under the NMCG Scheme, the K&C Valley WWTP in Bangalore, Madinat Salman STP in Bahrain, MARAFIQ WWTP in Jubail, Saudi Arabia, and the Rithala WWTP in New Delhi.

Commitment to Water Reuse and Sustainability

Your Company is driven by the belief that 'Water is too precious to be used just once.’ Your Company's infrastructure for water recycling and reuse ensures that treated water is reintroduced into the water grid, maintaining a constant supply while protecting freshwater sources.

Your Company's advanced systems handle both municipal and industrial wastewater — treating 27 million m¹ of wastewater daily, producing 2.7 million m3 of recycled water, generating over 41 MW of green energy, and reducing greenhouse gas emissions by over 630 tonnes daily

Manufactured Water - Protecting the Environment. Powering Economies

Your Company has been playing a crucial role in the new-age water technology space by manufacturing high-quality water from used water through state-of-the-art water reuse technologies. This not only protects the environment by safeguarding groundwater and freshwater sources but also ensures a reliable water supply for industries, enabling uninterrupted production throughout the year

Your Company has numerous global references showcasing cutting-edge technologies in water recycling and reuse.

The world’s first Direct Potable Reuse (DPR) plant in Namibia, the industrial effluent recycle and reuse plant at IOCL - Panipat, and the Tertiary Treatment Reverse Osmosis (TTRO) plants in Chennai and Ghaziabad are prime examples.

In Windhoek, Namibia, your Company built the world’s first DPR plant in 2002, employing a nine-step multibarrier treatment system to produce high-quality drinking water from secondary effluent.

The Koyambedu TTRO plant in Chennai, one of India’s largest and most advanced, treats municipal water to potable standards, supplying it to industrial hubs and saving 1,600 Crores litres of freshwater annually. Executed with the same technology the Ghaziabad TTRO Plant is poised to become a reliable water source for bolstering the economy of the Sahibabad industrial area.

Your Company also successfully completed one of the largest Central Zero Liquid Discharge Plants (CZLD) for NMDC Steel Ltd. in Jagdalpur, Chhattisgarh. Employing advanced technologies like Ultrafiltration and Reverse Osmosis, the project treats effluent from steel production to produce high-quality water suitable for reuse as make-up cooling water. This project has significantly contributed to the sustainability goals of NMDC Steel Ltd.

Recognitions and Future Directions

Your company’s unwavering commitment to sustainability and innovation is further underscored by a series of prestigious accolades, including the “Excellence in Water Resource Management” award at the ABP Live India Infrastructure Conclave 2024, the “Water Reuse Project of the Year” at the Global Water Awards 2025, and the “Most Admired Company in Water Infrastructure” title at the ET NOW Infra Focus Awards2024.

In addition, your Company was recognized as the “Complete Water Solutions Provider” at the Water Digest World Water Awards 2024-25, earned the “Industrial Project of the Year” at the Global Water Awards 2024, and received the “Best STP/ETP/ WWTP - Private Sector” award at the Water Digest World Water Awards 2023-24.

WABAG, in joint venture with METITO Overseas Limited, is executing a prestigious Design-Build-Operate (DBO) contract from the Chennai Metropolitan Water Supply and Sewerage Board (CMWSSB) for the development of a 400 million litres per day (MLD) Sea Water Reverse Osmosis (SWRO) Desalination Plant. The project, valued at approximately INR 4,400 Crores, is located at Perur, near the existing 110 MLD desalination plant constructed by WABAG on East Coast Road, Chennai. This marks the largest order in the Company’s history and, upon completion, the facility will be the biggest desalination plant in the South East Asian region. The new plant is designed to meet the drinking water needs of Chennai City, including expanded areas such as Tambaram and Pallavaram.

With this addition, desalination plants will supply nearly half of Chennai’s total water requirement of approximately 1,560 MLD. Funded by the Japan International Cooperation Agency (JICA), the project aims to bolster Chennai’s water security by providing a reliable, long-term source of potable water. The comprehensive contract covers the design, engineering, procurement, construction, installation, testing, and commissioning of the 400 MLD SWRO plant, along with the associated seawater intake system, to be constructed over a period of 42 months, followed by 20 years of operation and maintenance. Key components of the project include the construction of intake and outfall structures, pipelines, pre-treatment units, the SWRO desalination system, a remineralisation facility, GIS electrical substations, and other supporting infrastructure—all within the designated project site—to deliver 400 MLD of high-quality drinking water. Once operational, this landmark project will establish Chennai as the 'Desalination Capital of India', with an aggregate capacity of approximately 750 MLD of desalinated water along its coastline. Notably, WABAG will be responsible for about 70% of Chennai’s desalinated water production, reinforcing its leadership in the sector.

The project has recorded a significant accomplishment with considerable engineering progress, ordering of most of items and advanced stage of Marine Works, etc. Procurement activities are well on track, with all major supply items ordered. Deliveries of critical components—including Energy Recovery Devices (ERDs), Reverse Osmosis (RO) membranes, Reverse Osmosis Pressure Vessels (ROPVs), Glass-Reinforced Plastic (GRP) pipes, and Super Duplex Stainless Steel (SDSS) pipes—have commenced at site, while the remaining materials are in various stages of fabrication and manufacturing.

Significant milestones have been achieved on the construction front, including the successful completion of breakwater construction, welding of the intake pipeline, and its precise launching into the flotation channel. Dredging activities and welding of the outfall pipeline are currently progressing as planned, with the launching of both intake and outfall pipelines scheduled for April and May 2025, respectively.

This marks a landmark achievement for WABAG — executing marine works of this scale and complexity for the first time. It reflects not only our growing capabilities but also the unwavering commitment and determination of our team to take on bold, challenging projects and deliver with excellence.

Construction activities continue to gain momentum, with multiple work fronts opened and progressing at a rapid pace, reflecting strong execution and project management capabilities.

AGCC - SIBUR

Your Company is executing a prestigious project in CIS region for Amur Gas Chemical Complex LLC. (AGCC) in Russia. AGCC is a joint venture between SIBUR Holding (Russia) and China Petroleum & Chemical Corporation (Sinopec), and is poised to become one of the world’s largest basic polymer production facilities. As the technology and system integrator for the Integrated Treatment Facilities (Wastewater Treatment Unit), WABAG will implement cutting-edge technologies to manage complex wastewater streams. The plant will include a concentrate evaporator unit to ensure Zero Liquid Discharge (ZLD), and the generated sludge will undergo dewatering and drying. Designed to Recycle and Reuse wastewater from the petrochemical process, the facility will reduce the fresh water intake requirement by approximately 25%—a major step towards environmental sustainability and regulatory compliance. WABAG’s scope encompasses the design, engineering, procurement, supply, and supervision during the erection and commissioning of the facility. This includes process and technology equipment, piping systems, electrical and instrumentation/control systems, as well as building and architectural materials. This technology-driven, high-value order in the CIS region, particularly within the Russian Federation, represents WABAG’s largest order to date in the Oil and Gas sector. Winning this prestigious project from a renowned customer amid intense global competition underscores WABAG’s technological leadership and proven execution capabilities. Your Company takes pride in this significant achievement and is confident that this project will serve as another landmark reference, reinforcing its reputation as a trusted partner in delivering sustainable and high-performance solutions to the Oil and Gas industry.

The project has now reached its final stages — with almost all supply items delivered to the site in Russia, barring a few residual components. Despite extreme sub-zero conditions, our dedicated WABAG ites continue to provide diligent on-site support, ensuring smooth and uninterrupted supervision of ongoing erection activities.

Successful execution of this landmark project will pave the way for new business opportunities, further expanding WABAG’s footprint in the global Oil & Gas landscape, particularly across the CIS region.

DHAKA WATER & SEWERAGE AUTHORITY, PAGLA - 200 MLD STP

This prestigious assignment is being executed by your Company for the Dhaka Water Supply and Sewerage Authority (DWASA) and involves the treatment of 200 million litres per day (MLD) capacity at Pagla Wastewater Treatment Plant.

This landmark project is Bangladesh’s first of its kind, where biogas engines will generate power from digested sludge, promoting sustainable wastewater management. With a total project value of approximately INR 800 Crores, the scope includes a 40-month execution period, followed by 60 months (5 years) of comprehensive Operation and Maintenance.

The project is jointly funded by the World Bank, the Asian Infrastructure Investment Bank (AIIB), and the Government of Bangladesh, reinforcing its strategic importance and global credibility.

The state-of-the-art facility will be based on the activated sludge process, utilizing lamella clarifiers to optimize land usage. To maintain environmental integrity the plant will also feature advanced odour control systems for an odour-free surrounding. The digested sludge from the treatment process will produce methane, which will be used to generate captive power via bio-gas engines, supplying up to 40% of the plant’s energy requirement.

The project will be delivered in compliance with the World Bank’s stringent ESG (Environmental, Social, and Governance) guidelines, which align with your Company’s internal ESG commitments. It exemplifies your Company’s strategic focus on: Expanding into new international markets; Prioritizing wastewater treatment; Pursuing multilateral-funded projects. This project sits at the intersection of these strategic priorities and serves as a strong testament to your Company’s dedication to delivering sustainable and innovative infrastructure solutions globally. Amid challenging geo-political conditions and a temporary suspension of work in Bangladesh, the WABAG team has exemplified extraordinary dedication and perseverance. Undeterred by the obstacles, the team worked tirelessly to ensure the successful dispatch of GRP pipes, crossing the Bangladesh border, executed critical lagoon de-sludging, and achieved key milestones including the completion of sand filling to a larger extent and pile casting are ongoing.

INDOSOLSOLAR

In a major stride towards strengthening India’s renewable energy infrastructure, WABAG has secured a significant order valued at INR 1,000 Crores from Indosol Solar Private Limited. The project aims to bolster water security for the rapidly expanding solar photovoltaic (PV) sector in the country The scope of the project includes Engineering, Procurement, Installation and Commissioning for a 100 MLD desalination plant, which will cater to Indosol Solar’s upcoming 10 GW integrated solar PV manufacturing facility in Andhra Pradesh. The plant will deploy cutting-edge, energy-efficient desalination technologies to ensure reliable and sustainable water supply for solar manufacturing operations. The construction phase of the project is scheduled to span 38 months, after which WABAG will also manage the plant’s Operation and Maintenance (O&M) for a period of 15 years. This long-term engagement reflects WABAG’s commitment to delivering sustainable, integrated solutions at the intersection of water and renewable energy.

WABAG has made a strategic entry into the fast-growing solar PV sector by securing this order for the supply of ultrapure water for PV cell manufacturing-demonstrating the critical link between advanced water solutions and clean energy. This milestone positions WABAG as a trusted partner in the renewable energy space and is expected to serve as a strong reference to unlock further opportunities with leading players in the solar industry.

GAIL (India) Limited - PATA, Uttar Pradesh

Your Company has been awarded a prestigious contract by GAIL (India) Limited for the design, construction, and operation of state-of-the-art water treatment facilities at GAIL’s integrated petrochemical complex in Pata, Uttar Pradesh.

The scope of the project includes the establishment of a 450 cubic meters per hour Ultrafiltration (UF) and Reverse Osmosis (RO)-based Effluent Recycle Plant, a Zero Liquid Discharge (ZLD) Plant utilizing evaporator technology, a new Wastewater Treatment Plant, and upgrades to existing treatment infrastructure. These systems are designed to support GAIL’s sustainability goals by maximizing water recovery and minimizing environmental impact.

The EPC phase is expected to be completed within 24 months, followed by a six-month Operation & Maintenance (O&M) phase to ensure seamless commissioning and performance.

Once operational, the treated water will be reused as Cooling Tower Make-Up water, significantly reducing GAIL’s reliance on freshwater resources and reinforcing its commitment to sustainable industrial operations.

Chennai Petroleum Corporation Limited - Chennai

WABAG has been awarded a contract by Chennai Petroleum Corporation Limited (CPCL) for a strategic water infrastructure project in Tamil Nadu. The scope of work includes engineering, supply, fabrication, installation, and commissioning of desalinated water pipelines connecting CPCL’s Manali Refinery to its desalination plant in Kattupalli. The project is slated for completion within 12 months.

The project’s inherent complexities—such as pipeline laying through marshy terrain, across canals, and railway crossings—underscore CPCL’s continued trust in WABAG as the ideal partner to deliver this challenging project.

This initiative will play a vital role in meeting CPCL’s industrial water requirements. The award also reaffirms WABAG’s long-standing partnership with CPCL, who once again entrusted WABAG with the delivery of a mission-critical infrastructure project.

RELIANCE INDUSTRIES LIMITED - 2 X 1100 m3 / hr SWRO

Your Company is currently marching closer towards the completion of 2 x 1100 m³/hr Sea Water Reverse Osmosis (SWRO) Desalination Plant at Jamnagar for Reliance Industries Limited (RIL). The treated water will support RIL’s new energy initiatives, including its ventures in renewable energy and the hydrogen economy. This continued partnership reflects RIL’s confidence and trust in WABAG’s expertise and performance. The EPC (Engineering, Procurement & Construction) contract, includes the complete lifecycle of the SWRO plant—from design, engineering, procurement, supply, and construction, to erection, pre-commissioning, commissioning, and a performance guarantee test run. It will incorporate state-of-the-art pre-treatment systems such as lamella clarification, Dissolved Air Flotation (DAF), and Ultrafiltration (UF), followed by advanced Reverse Osmosis (RO) technology to transform seawater into high-quality process water.

The Ultra Filtration (UF) system has been successfully commissioned, while mechanical works for the Reverse Osmosis (RO) unit are completed, with commissioning activities currently underway.

Simultaneously, construction works for the Pre-Treatment Plant (PTP) are progressing steadily. The project is on track to achieve mechanical completion by the end of May 2025, followed by full commissioning by June 2025. Final Acceptance Certificate (FAC) is expected in Q3 FY 2026.

RIL Packages

During the year under review, WABAG has secured large repeat orders from RIL towards Water Treatment System for Dahej and Nagothane facilities. WABAG's excellent track-record with RIL for almost 3 decades and a technically superior & competitive bid ensured this repeat order win, reinforcing WABAG’s leadership in the Industrial water segment. This win marks yet another milestone in WABAG’s long-standing relationship with RIL, a key client for nearly three decades. The said repeat order further strengthens WABAG’s reputation as a trusted and preferred partner for water and wastewater solutions in the Oil, Gas, and Petrochemical sector.

PROJECTS UNDER NATIONAL MISSION FOR CLEAN GANGA (NMCG)

A. BIHAR URBAN INFRASTRUCTURE DEVELOPMENT CORPORATION (HAM) - STP & NETWORK

Your Company, a leading pure-play Indian multinational in water technology, is currently executing the largest project awarded under the Namami Gange Programme, valued at INR 1,187 Crores. Awarded by the Bihar Urban Infrastructure Development Corporation (BUIDCO) under the National Mission for Clean Ganga (NMCG), the project is being implemented in Digha and Kankarbagh zones of Patna, one of the most densely populated cities situated along the banks of the River Ganga. This prestigious project involves the construction of Sewage Treatment Plants (STPs) with a total capacity of 150 million litres per day (MLD), along with a comprehensive sewerage network spanning over 453 kilometers. It is a combination of Design, Build and Operate (DBO) and Hybrid Annuity Model (HAM) execution, with the DBO component valued at around INR 940 Crores and the HAM portion at approximately INR 247 Crores. Notably, this marks the first water infrastructure project in the state of Bihar

to be implemented under the HAM model, where 40% of the EPC cost will be provided as a grant during construction, and the remaining 60% will be paid as annuity over 15 years, along with operational costs. At the heart of the project is the development of two major STPs viz (i) a 100 MLD plant in Digha, accompanied by interception and diversion works, two sewage pumping stations, a redesigned 300-kilometer sewerage network; and (ii) a 50 MLD plant in Kankarbagh, which includes flow diversion works and a newly designed 150-kilometer network. The STPs are designed with a resource recovery model, incorporating green energy generation from biogas, which helps to minimize operational costs and reduce environmental impact. Additionally, these plants are being constructed with a focus on compact design and high efficiency, ensuring a minimal footprint while maximizing the performance. WABAG is making commendable progress on this project, advancing steadily on all fronts and reinforcing its role as a trusted partner in India’s mission to rejuvenate the River Ganga and improve urban sanitation through sustainable, future-ready water solutions. The Company is particularly focused on completing the HAM project by July 2025. This successful completion will contribute significantly towards improved sanitation and a cleaner Ganga River in Patna.

B. GHAZIABAD NAGAR NIGAM (HAM) - TTRO

594 Crores. Under this agreement, WABAG was responsible for constructing the plant over a period of two years and will operate and maintain the new facility along with the existing upstream 56 MLD Sewage Treatment Plant (STP) for a duration of 15 years post-commissioning. This milestone project was notable not only for its scale but also for its innovative financing model, as the construction phase is co-funded by one of the India’s first municipal Green Bonds issued specifically for a water treatment initiative. The Ghaziabad TTP treats effluent from the existing STP to produce high-quality, industrial-grade recycled water, which will be supplied to the industries in the Sahibabad Industrial Estate. This landmark project further cemented WABAG’s leadership in water reuse and recycling technologies in India. The use of green bond funding, a first for any water treatment project in the country, underlines the project’s alignment with environmental sustainability and ESG priorities. Adding to its credibility, GNN is a debt-free entity and has consistently maintained a revenue surplus in recent years, according to India Ratings, enhancing the project’s financial robustness and long-term viability.

The project was internationally recognized when it received the Best Municipal Treated Water Reuse Award at the Water Digest World Water Awards 2024-25. Additionally, an international delegation from West Suffolk College, UK, visited the TTP as part of a study tour on smart and sustainable cities.

C. KOLKATA METROPOLITAN DEVELOPMENT AUTHORITY (KMDA, HAM) - STP

(40 MLD), and Baranagar (60 MLD), along with associated pumping systems and sewage transmission lines. The project was implemented under the Hybrid Annuity Model (HAM) with support from the National Mission for Clean Ganga (NMCG) and financial assistance from the World Bank. WABAG had achieved financial closure for the project, with debt funding provided by a consortium comprising the International Finance Corporation (IFC), a World Bank Group member and Tata Cleantech Capital Limited (TCCL). In alignment with its asset-light strategy, WABAG had partnered with Kathari Water Management Pvt. Ltd., a wholly owned subsidiary of EverSource Capital, which manages the Green Growth Equity Fund (GGEF). GGEF is supported by anchor investments from the National Investment and Infrastructure Fund (NIIF) of India and the UK’s Foreign, Commonwealth & Development Office (FCDO). The project, with a total treatment capacity of 187 MLD (including an existing 22 MLD facility), now plays a key role in eliminating the discharge of untreated sewage into the Ganga River. It also marked the first HAM-based water project in West Bengal. While WABAG had previously collaborated with KMDA on EPC and DBO contracts, this project strengthened its presence in PPP-HAM projects with prominent institutional partners.

The project has been successfully commissioned and completed, marking a significant milestone in its journey. Now in the Operation & Maintenance phase, the team continues to ensure seamless performance and sustainability. This achievement paves the way for a cleaner, healthier future for the city’s waterways.

D. JAJMAU TANNERY EFFLUENT TREATMENT ASSOCIATION - CETP

Your Company is currently executing INR 520 Crores worth order secured from Jajmau Tannery Effluent Treatment Association (JTETA) towards Engineering, Procurement, Construction, Operation & Maintenance of a 20 MLD Common Effluent Treatment Plant (CETP) along with treated sewage dilution facility for Jajmau leather cluster, in the State of Uttar Pradesh. The scope of this Design and Build contract includes Design, Engineering, Supply, Erection, Construction and Commissioning of 20 MLD CETP. The CETP scheme includes pre-treatment, sulphide removal, denitrification, two stage extended aeration

and tertiary treatment consisting of clarification, quartz filtration and ultra-filtration. The scope also includes setting up a collection and conveyance system, to collect and pump the effluent from various tanneries up to the treatment plant; setting up common chrome recovery unit, to treat chrome tanning effluents by recovering the chrome so that they can be reused in the tanneries and setting up a pilot plant with a zero liquid discharge facility. The salient features of the project are effluent from 380 Tanneries will be treated as per the revised norms of the Ministry of Environment and will be released for irrigation purpose. The proposed 20 MLD CETP project will have treatment process up to tertiary treatment including Ultra Filtration in Phase-I and an add-on Modular RO system in Phase-II. Spent Chrome liquor collection from each Tannery unit would be transported through tankers to CCRU and the recovered chrome shall be sent through drums or sold. This will ensure that the chrome liquor is uniformly treated from all tanneries. Zero Liquid Discharge (ZLD) based field scale pilot plant with a capacity of 200 KLD is developed for Research and Development activities to demonstrate high recovery of water (>95%) and high purity sodium chloride and sodium sulphate salts. Post successful commissioning, your Company will also Operate & Maintain the above plants for a period of five (5) years. The construction of this plant is being funded under the prestigious Namami Gange Programme and the Operation & Maintenance will be self-financed by JTETA. While the network is in the final phase of completion, the CETP has been treating common effluent for more than a year.

MEA CLUSTER

SONEDE BEJAOUA, TUNISIA -345 MLD WTP

WABAG secured a major water treatment contract in Tunisia, valued at 215 million Tunisian Dinars (approximately INR 110 Crores), under a consortium arrangement funded by the French Development Agency (FDA) and the European Investment Bank (EIB). The project, awarded by SONEDE, Tunisia’s national water utility, involves the design, construction, and commissioning of a 345 MLD Water Treatment Plant. WABAG is responsible for a significant portion of the project, contributing both Engineering & Procurement (EP) and Operation & Maintenance (O&M) services for one year —accounting for nearly half of the total project value. Under the EP scope, WABAG will lead the design, engineering, and supply of critical electromechanical components, including advanced compact lamella clarifiers, and will manage the plant’s installation and commissioning. WABAG is partnering with Entreprise Gloulou Mohamed et Salem (EGMS), who is in charge of executing the civil works for the project.

RAS TANURA RTR - IWWTP

WABAG has secured a prestigious order from SEPCO III Electric Power Construction Corporation (SEPCO III) for engineering and procurement services for a 20 MLD Industrial Wastewater Treatment Plant (IWWTP) within Ras Tanura Refinery Complex, Kingdom of Saudi Arabia.

This $33.5 million project, developed by Miahona, a leading PPP developer and operator of water and wastewater projects in the Kingdom, aims to treat a complex mix of effluents, including desalted effluent, tank farms, and oily wastewater sumps.

The scope of work includes the design, engineering, procurement, supply, and supervision of installation and commissioning. The 20-month project will employ advanced biological treatment, filtration, and reverse osmosis technologies to enable partial reuse of the treated effluent within the refinery. The treatment scheme also integrates wet air oxidation for processing spent caustic effluent.

This contract will be executed jointly by WABAG India and WABAG Austria, exemplifying the Company’s “One WABAG” philosophy. It marks a breakthrough in the Middle East wastewater sector, demonstrating WABAG’s capabilities in handling stringent influent and effluent conditions.

WABAG is proud to collaborate with Miahona, a key player in Saudi Arabia's wastewater industry, and to serve the end user, Aramco. This achievement strengthens WABAG’s brand presence in the Middle East, positioning the Company for future wastewater opportunities in both municipal and industrial sectors.

Currently under execution, the project has completed its engineering and procurement phases, with material deliveries expected to conclude by December 2025.

AL HAER - ISTP

WABAG has secured a significant order from Miahona’s HESCO (Al Haer Environmental Services Company) for engineering, procurement, and construction of a 200 MLD Municipal Sewage Treatment Plant (ISTP) at Al Haer, near Riyadh, Saudi Arabia.

Developed by Miahona, a leading PPP developer and operator of water and wastewater projects in Saudi Arabia, the $196 million project is designed to treat municipal sewage from the existing STP’s inlet chamber.

The project scope encompasses design, engineering, procurement, construction, supply, and supervision of installation and commissioning. Over the 30-month execution period, the facility will utilize Nereda-based biological treatment, followed by disc filtration for tertiary treatment and UV disinfection. The treated water will then be repurposed for irrigation.

This contract will be executed locally established WABAG India’s branch office, supported by engineering teams in India, Turkey, and Saudi Arabia, reinforcing the Company’s “One WABAG” philosophy.

This project represents a breakthrough for WABAG in the Middle East and is distinguished by its use of Nereda technology. WABAG is honored to collaborate once again with Miahona, a key player in Saudi Arabia’s wastewater sector, and to serve the end user, SWPC.

WABAG has secured this order from Bahrain Petroleum Company (BAPCO) for the operation of the 24 MLD Membrane Bioreactor (MBR) Wastewater Treatment Plant.

The seven-year contract, valued at $14 million, marks another significant milestone for WABAG in the Middle East. Under the agreement, WABAG will provide manpower, chemical supplies, and minor consumables to ensure the efficient operation of the facility. The contract will be executed over an 84-month period through WABAG India’s subsidiary, WABAG Belhasa JV WLL.

The Company is honored to collaborate with BAPCO, a leading entity in the Kingdom, and this marks WABAG’s first industrial client in Bahrain.

WABAG’s Centenary Year: Strengthening Our Footprint & Achievements in Middle East

As WABAG, marks its Centenary year, we reflect on a legacy of excellence and innovation in water treatment while celebrating key achievements and expansion in the Middle East. The year commenced with a landmark breakthrough securing an engineering and procurement contract for a 20 MLD Industrial Wastewater Treatment Plant (IWWTP) at Ras Tanura Refinery Complex, Saudi Arabia.

Strategic Growth & Business Expansion in the Middle East

The Middle East continues to serve as a strategic growth engine for WABAG, contributing significantly to our global expansion. With dedicated efforts from the “Go to Market” team, the business has successfully generated tender opportunities exceeding USD 5 billion across key regional markets, namely Saudi Arabia, UAE, Oman, and Qatar.

WABAG’s business strategy for the region focuses on a balanced mix of projects, categorized into:

•    Engineering & Procurement (EP) - 16%

•    Engineering, Procurement & Construction (EPC) - 57%

•    Operations & Maintenance (O&M) - 26%

Additionally, we have observed a notable shift towards large-scale PPP projects, as opposed to the traditional EPC model. This transformation in market trends highlights growing opportunities for long-term infrastructure investment and sustainable water management solutions in the Middle East.

Centenary Celebrations & Stakeholder Engagement

In honor of WABAG’s 100-year journey, we have organized grand celebrations across multiple regions, commemorating our stakeholders who have contributed to our success.

•    Saudi Arabia witnessed a spectacular event, blending Indian and Middle Eastern cultural themes, reflecting the strong synergy between WABAG’s diverse business presence.

• This event successfully acknowledged and honored our esteemed clients & partners, who have been instrumental in shaping WABAG’s Middle Eastern success stories and reinforcing our leadership in water and wastewater treatment solutions.

Key Milestones achieved in FY 2024-25

1.    Class A Contractor Certification - Saudi Arabia

•    This prestigious recognition enables WABAG to bid for EPC projects within the Kingdom, further strengthening our foothold in the region.

2.    Regional Headquarters Established in Riyadh

•    Marking a significant expansion milestone, our new regional HQ in Riyadh enhances operational efficiency and local market engagement.

3.    Enhanced In-Country Value (ICV) Score - Qatar

•    WABAG achieved a substantial leap in its ICV score, reinforcing our commitment to local value creation.

4.    Client Development & Market Positioning

•    A strategic focus on client development has resulted in 29 new client registrations, strengthening WABAG’s market position and business network in the Middle East.

5.    New Market Penetration - CIS Expansion

As part of our expansion strategy, WABAG initiated market entry into Uzbekistan, Azerbaijan, and Kazakhstan, establishing business connections and participating in key bids to

understand the local market dynamics.

Record Growth in Order Booking & Revenue Generation

•    Middle East operations recorded a 6-fold growth in order inflow in FY 2024-25, surpassing last year’s achievements.

•    The business mix comprises 89% EPC and 11% O&M, reflecting continuous improvement in project diversification and long-term sustainable growth.

Strengthening Brand Presence & Market Recognition

With strategic branding, networking, and industry engagement, WABAG has become a trusted name for EPC projects in the Middle East, positioning itself among the leading water and wastewater solution providers in the region.

Active Participation in Global Industry Events

To expand market insights, enhance collaboration, and reinforce our leadership in water sustainability, WABAG actively participated in the following high-profile conferences and summits:

•    COP 29 is the United Nations Climate Change Conference, took

place in Baku, Azerbaijan from 11 to 22 November 2024. Among the key priorities of COP 29 are securing a new goal on climate finance, ensuring every country has the means to take much stronger climate action, slashing greenhouse gas emissions and building resilient communities. The Company’s Official participated in COP 29, had a greater understanding of how the water market looks like specifically focused on CIS region and also had an opportunity to visit few of the research stations of Azersu (State Water Company).

• The IDRA World Congress 2024, hosted by the Department of Energy Abu Dhabi with widespread endorsement from key government stakeholders, is a unique platform for profound knowledge-sharing and impactful interaction to address water scarcity. This congress is strategically designed to pave the way to a more secure water future by delving into various technical and business topics that revolve around innovative desalination and water reuse solutions. The delegation from WABAG included many senior personnel from the Sales & Marketing, Business Development and Technology departments.

• Also, we participated in other events like Global Water Expo in Riyadh, 1^st edition of SWPC Forum & Award Ceremony in Riyadh and 5^th MENA Desal Expo in Abu Dhabi.

As WABAG celebrates 100 years, we embrace our heritage while forging ahead towards continued success and expansion. Our strategic focus on EPC, O&M, and sustainable water management solutions positions WABAG as a trusted industry leader in the Middle East and beyond.

With strong market positioning, breakthrough contracts, and sustained growth, WABAG remains committed to driving innovation in water treatment and delivering world-class solutions for the future.

Africa Business achievements

WABAG Expands into Zambia with a Landmark Sanitation Project

Your Company is proud to announce its entry into the Zambian market with a major contract from Lusaka Water Supply and Sanitation Company (LWSC). As part of this milestone, your Company will design, build, and operate two of Zambia’s largest and most advanced wastewater treatment plants in the recent decade in Ngwerere and Chunga, with a total capacity of 73,000 m³/day.

These state-of-the-art facilities will incorporate advanced wastewater treatment and sustainable sludge management. By utilizing the produced biogas and solar power, the plants will ensure energy self-sufficiency and environmental sustainability. Financed by the European Investment Bank (EIB) and German KfW, this transformative project represents a significant contribution to the Zambian government’s mission to enhance water and sanitation infrastructure, improving public health and supporting longterm economic growth. This marks another step in our commitment to delivering sustainable water solutions across Africa.

The WWTPs will incorporate state-of-the-art mechanical and biological treatment processes. The anaerobic sludge treatment will enable efficient sludge management and biogas utilization, contributing to energy self-sufficiency and sustainability. The integration of solar power will further enhance the environmental impact and operational

WABAG has completed the design and construction of the new municipal wastewater treatment and water reclamation plant in Takelsa, Nabeul, under a Design-Build-Operate (DBO) contract. The plant utilizes a three-stage process comprising mechanical and biological treatment (activated sludge), followed by sand filtration and UV disinfection. The treated water is reused for agricultural irrigation, helping preserve Tunisia’s limited water resources. With a treatment capacity of 1,360 mF/d, the facility is projected to save approximately 497,000 litres of water annually and plays a key role in advancing sustainable water practices in rural regions. Pre-commissioning was finalized successfully, and commissioning commenced on March 21, 2025 for a period of three months. The operational phase is scheduled to begin on June 21,2025 and will continue for 12 months.

Kasseb Dam WTP - Tunisia

WABAG has realised the contract for design and construction of a new municipal Wastewater treatment and Water Reclamation plant in Thibar, Governorate of Beja for national ONAS. The plant features a three-stage treatment process including mechanical and biological treatment (activated sludge), sand filtration, and UV disinfection for safe reuse in agricultural irrigation, contributing to the conservation of Tunisia’s scarce water resources. With a capacity of 1,150 m³/d, the plant is expected to save nearly 420,000 litres of water annually and supports sustainable water management in rural areas. Pre-commissioning was successfully completed, and commissioning began on May 01, 2025, with a duration of three months.

TAKELSA WWTP, Nabeul, Tunisia

WABAG, in consortium with a local civil partner, constructed a 30 MLD drinking water treatment plant at Kasseb Dam for national SONEDE, delivering safe drinking water to around 200,000 people in the Beja governorate. The plant features a space-efficient, multi-stage treatment process with lamella clarifiers, and includes both raw and treated water pumping stations. The project, financed by KfW, was executed on a

turnkey basis. Following successful commissioning in October 2024, WABAG carried out a six-month operation and maintenance period, completed by the end of March 2025.

NOOR City - Wastewater and Water Reclamation Plant - Egypt

WABAG has secured a repeat order in Egypt from the Arab Company for Urban Investment in March 2025, following the successful execution of the Madinaty WWTP Phases I & II. The new project will serve NOOR City, a forward-looking urban development near Cairo and the New Administrative Capital, designed to set international standards for smart, sustainable cities. The NOOR WWTP will be executed in consortium with Alexandria Construction Company (ACC). WABAG’s scope includes engineering, procurement, installation, and commissioning of the electromechanical equipment. The project is based on WABAG’s proven CYCLOPUR® SBR technology, with tertiary treatment through disc filters and disinfection to enable treated water reuse for irrigation. The plant will initially have a capacity of 10 MLD, with future expansion planned to reach 80 MLD, serving approximately 450,000 people. The total contract value is EUR 171 million, with WABAG’s share amounting to EUR 8.69 million. Commissioning is scheduled for December 2026. The project is currently undergoing the Design Approval Process.

Ismailia WTP, EGYPT - Highly Compact Design for 180,000 M3/D Drinking Water Treatment Plant

WABAG was contracted by the Suez Canal Authority (SCA) to design and build a new water treatment plant (WTP) for the city of Ismailia with a capacity of 180,000 m³/d. The plant treats water from the River Nile, sourced via a nearby irrigation channel.

A compact, multi-stage system - including flocculation and sedimentation, filtration, and disinfection - was implemented. Treated water tanks (7,800 m3 each) were installed beneath the clarifiers, and all pumps positioned under the filter cells. This intelligent design enabled the construction of a large-scale WTP on a limited footprint and allowed integration into the existing plant complex, with shared use of selected components. The commissioning and start-up started already.

Al Hamoly WWTP, at Al Fayoum

The project includes upgrading the existing 60 MLD plant to 90 MLD and constructing an in-situ expansion (New Kohafa WWTP) with a capacity of 20 MLD. The treated effluent will be discharged into the Kamal drain. The total contract value exceeds EUR 19 million, with WABAG’s share around EUR 7 million. As of now, plant design approval has been granted, and project progress is on schedule.

WABAG’S CENTENARY CELEBRATIONS CONCLUDED IN CHENNAI WITH A GRAND FINALE

(A fitting tribute to WABAG’s legacy, bringing together industry leaders to celebrate our shared vision)

WABAG’s 100-year journey has been commemorated across the globe from Vienna to Riyadh, New Delhi and culminating in a grand centenary finale held on February 21, 2025 at Radisson Blu Hotel & Suites GRT, Chennai. This milestone event brought together 250 distinguished senior leaders from utilities and industries, marking the conclusion of a century of excellence in the global water sector.

WABAG was honored to welcome Dr. Raj Bhushan Chaudhary, Hon'ble Minister of State, Ministry of Jal Shakti, Government of India, as its Guest of Honour. His presence reinforced the importance of WABAG’s shared commitment to water sustainability and the impact of WABAG’s contributions to the sector. The evening was a heartfelt tribute to WABAG’s clients, partners, and colleagues who have been instrumental in shaping WABAG’s legacy. A key highlight was the unveiling of the ‘WABAG Handbook of Water and Used Water Purification,’ a testament to its unwavering commitment to innovation and sustainability. Adding to the grandeur of the celebration were vibrant cultural performances, reflecting the traditions and values that continue to inspire WABAG’s journey forward.

As the final event in WABAG’s centenary celebration series, this moment reaffirmed its dedication to shaping a water-secure future. With a legacy built on trust, innovation, and sustainability, WABAG now stepped into the next century with a renewed commitment to: Preserving Resources. Protecting Environment. Powering Economies.

ACKNOWLEDGEMENTS

Your Board thanks the Banks, Financial Institutions, Lenders, JV Partners, Business Associates, Customers, Government of India & Overseas Countries, State Governments in India, Regulatory & Statutory Authorities, Investors & Shareholders and other Stakeholders, society at large, Corporations, Municipalities for their valuable support & co-operation. For the continued contribution, commitment & dedication, your Directors thank the employees of the Company and the WABAG Group.

For and on behalf of the Board of Directors of VA TECH WABAG LIMITED

Milin Mehta    Rajiv Mittal

Date: May 21, 2025    Independent Director    Chairman and Managing Director

Place: Chennai    (DIN: 01297508)    (DIN: 01299110)

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   Breathing life into lifelines: Clean water and rejuvenated rivers are key to enhancing the Green cover on Planet Earth. Your Company has been playing an integral role to ensuring this by collaborating with Governments worldwide. In India particularly, your Company has emerged as one of the foremost partners of the Government in rejuvenating India’s lifeline, Holy River Ganga under the world’s largest river cleaning programme Namami Gange.