Directors Report of Va Tech Wabag Ltd.

Mar 31, 2025

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:

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Total Income	29,107	25,410	33,386	28,998
(including Revenue from Operations and Other Income)	Â	Â	Â	Â
Profit before interest, tax & depreciation (EBIDTA)	4,029	3,577	4,302	3,768
Profit before tax	3615	3,160	3,884	3,301
Tax Expenses	902	802	896	797
Profit for the period	2,713	2,358	2,948	2,504

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.

Key Orders received:
Order details	Nature of Contracts	*Value (INR Mn.)
200 MLD Al Haer ESC, Kingdom of Saudi Arabia - ISTP	EPC	17,212
100 MLD Indosol, Andhra Pradesh - Desalination	DBO	10,000
73 MLD Lusaka WSSC, Zambia - WWTP	DBO	7,753
110 MLD CMWSSB, Nemmeli Chennai - Desalination	O&M	4149
Reliance, Nagothane & Dahej - Water Systems	EP	3,420
GAIL Pata, Uttar Pradesh - ETP WWTP & ZLD	DBO	3,389
CPCL - Pipeline, Chennai - Desalination	EPC	1,452
BAPCO Refining, Bahrain - IWTP	O&M	1,205
’Exclusive of taxes

(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 m¹Â 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

WABAG, through its wholly owned subsidiary Ghaziabad Water Solutions Private Limited (SPV entity), has signed a concession agreement with Ghaziabad Nagar Nigam (GNN) in Uttar Pradesh for the development of a 40 MLD Tertiary Treatment Plant (TTP). The project, awarded under the Hybrid Annuity Model (HAM) as part of a Design-Build-Operate (DBO) contract, is valued at INR

 

WABAG successfully executed a major wastewater project in West Bengal for the Kolkata Metropolitan Development Authority (KMDA), which involved the construction of three Sewage Treatment Plants (STPs) at Arupara (65 MLD), Bally

 

(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.

DUQM-O&M

 

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.

WABAG has secured a O&M contract for 5 years from Nama Water for the 10 MLD SWRO Desalination Plant at DUQM, Oman. The five-year contract, valued at $10 million, marks a key milestone in WABAG’s presence in the Middle East. Originally built by WABAG in 2011, the plant was successfully operated and maintained for eight years.

Under this agreement, WABAG will provide manpower, chemical supplies, consumables, and power management over the 60-month period. The contract will be executed locally through WABAG India’s subsidiary, WABAG Muscat LLC. This achievement reinforces WABAG’s strong position in Oman’s water sector and strengthens its brand presence across the Middle East.

BAPCO O&M

 

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

efficiency of the facilities. Furthermore, the plants are already prepared for extension for nutrient removal in Phase B, enabling Water Reuse.

Ngwerere, a rapidly growing suburb of Lusaka, has experienced significant expansion in recent years. Chunga, located approximately 100 kilometers from Lusaka in Eastern Zambia, is also a critical area for development. These WWTPs will address the increasing demand for advanced sanitation infrastructure, supporting the region’s growth and improving public health standards.

EUROPE CLUSTER THIBAR WWTP, Beja, Tunisia

 

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

WABAG was awarded the15,000 m3/d municipal wastewater treatment (stage I) plant by national Authority for Potable Water and Sewage (NOPWASD). The plant comprises mechanical/biological wastewater treatment with final disinfection step and sludge thickening and drying and Pumping station. The plant was successfully commissioned.

Taha El Bahsa WWTP - Bani Sueif

WABAG was awarded the15,000 m3/d municipal wastewater treatment (stage I) plant by national Authority for Potable Water and Sewage (NOPWASD). The plant comprises mechanical/biological wastewater treatment with final disinfection step and sludge thickening and drying and Pumping station. The plant was successfully commissioned.

Komesyon Sharq WWTP at Kafr Al Shiekh

WABAG was awarded the 5,000 m3/d municipal wastewater treatment (stage I) plant by national Authority for Potable Water and Sewage (NOPWASD). The plant comprises mechanical/biological wastewater treatment, disc filtration and a final disinfection step. The scope further includes sludge thickening and drying and Pumping station. The plant was successfully commissioned.

Old Kohafa WWTP: Contract for Upgradation and Expansion

The WABAG-ACC consortium was awarded a contract for the rehabilitation, upgrade, and expansion of the existing Old Kohafa WWTP in Sohag, Egypt. Funded by the European Bank for Reconstruction and Development (EBRD) and the European Union, in December 2023.

 

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)

1

   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.

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Mar 31, 2024

The Board of Directors hereby submits the twenty ninth (29^th) Board’s Report on the business and operational performance of VA TECH WABAG LIMITED (“the Company” or “WABAG”) along with the audited standalone and consolidated financial statements for the financial year ended March 31, 2024.

RESULTS OF OPERATIONS AND KEY FINANCIAL HIGHLIGHTS

The key highlights of the Company’s financial performances for the financial year 2023-24:

(INR Mn.)
Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Total Income (including Revenue from Operations and other Income)	25,410	23,859	28,998	30,141
Profit before interest, tax & depreciation (EBIDTA)	3,577	3,471	3,768	3,547
Profit before tax excluding exceptional items	3,160	2,913	3,301	3,061
Profit before tax	3,160	21	3,301	169
Tax Expenses	802	8	797	59
Profit for the period	2,358	12	2,504	110

GROWTH PERFORMANCE OVER THE YEARS

Your Company has achieved another year of profitable growth i.e., profits growing at a rate faster than the revenue growth. The Consolidated EBITDA before exceptional items grew by 6.2% YoY and the Consolidated PAT before exceptional items grew by 71% YoY. Your Company closed this financial year at a historic high order book position of about INR 1,15,000 Million, thereby providing a robust future revenue visibility

Key Orders received:
Order details	Nature of Contracts	Value (INR Mn.)
270 MLD CIDCO, Maharashtra - WTP	DBO	4,195
20 MLD Ras Tanura Refinery Complex, KSA - IWWTP	EP	2,789
345 MLD SONEDE, Tunisia - WTP	EP	2,599
Egypt WWTPs	EP	2,162
69 MLD KUKL, Nepal - WWTP	DBO	3,264
36 MLD Sousse Hamdoune II, Tunisia - WWT	EP	1,262

(EPC - Engineering, Procurement & Construction; EP - Engineering & Procurement; DBO - Design, Build & Operate; O&M - Operations & Maintenance, WTP - Waste Water Treatment Plant, IWWTP - Industrial Waste Water Treatment Plant)

Key developments during FY 2023-24:

¦ Biogas to Bio-CNG - Strategic tie up with ''Peak Sustainability Ventures’ to establish 100 Bio-CNG plants across India, GCC, Africa, and European countries, Business potential of ~200 Mn USD.

¦ H₂O to Green H₂ - Global leader in clean water production, the key raw material to produce the fuel of the future, in discussion with Hydrogen Developers for collaboration as

their water partner. Aims to support Group’s ESG initiatives through reduction of GHG emissions; making it a great replacement for carbon emitting fuels.

¦ Digitalization (AI for Operational Excellence) - Tie

up with ''Pani Energy’ to implement applied AI for water treatment plants, committed to adopt advanced technology and innovations for operational excellence.

¦ Water Solutions for Semi-Conductors - Proven track record in supplying ultra-pure water to Semi-Conductor industry, committed to bring in state-of-the-art globally proven technologies for best efficiencies and to remain a dominant player. Strategic partnership on the anvil to develop the business model

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 2024. 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 Subsidiaries, Joint Ventures and Associates. This international presence enables your Company to secure marquee international contracts from new terrains at competitive prices against global competition. 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 time and resources in the development of new technologies which provide both the right to win and early mover advantage, especially in emerging economies. 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.

All 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.

Liquidity:

WABAG''s Group Treasury contribution stands as the bedrock of financial stability in our Centenary year, navigating complexities with precision. Our strategic foresight and prudent treasury management have fortified the organization against turbulence, ensuring growth and resilience driven by efficient corporate banking, trade finance, forex, debt & cash management. With unwavering dedication, we have strengthened the pillars of fiscal responsibility, enabling our continued profitable success.

BUSINESS ENVIRONMENT

Global economic growth slowed from 3.5% in 2022 to 3.1% in 2023. Asia is expected to drive a disproportionate share of global growth despite challenges such as a slower recovery in China, economic slow down in the USA, and higher energy costs in Europe. Weak global consumer sentiment due to geopolitical tensions like the Ukraine-Russia war, Israel - Palestine war and the Red Sea crisis has also impacted growth. Tightening monetary policies have led to increased interest rates, affecting new loans.

(Source: International Monetary Fund, Mint, Unctad, Business Today)

In the water sector, there''s a rising demand for innovative solutions tackling water scarcity, pollution and infrastructure challenges, creating substantial growth opportunities. Governments and multilateral agencies worldwide are investing in water security projects, including recycling initiatives and smart water management technologies. Additionally, there''s a growing trend of integrating water and energy systems, recognizing their interconnectedness.

Your Company is actively engaged with financial institutions globally focusing on the water sector. We have gained recognition through initiatives aligned with Sustainable Development Goals (SDGs) and Environment, Social and Governance (ESG) principles, attracting investments from Sustainability and Green Funds. Offering customizable water solutions powered by renewable energy or energy-efficient processes, we are well-positioned to leverage these advancements.

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

The Board of Directors of your Company after considering various factors, business strategies and investment requirements for Growth Capital and Hybrid Annuity Model (HAM) projects like Namami Gange Programme, etc. decided to conserve funds to maximize the Shareholders wealth on a long run and hence did not recommend any dividend during the FY 2023-24.

Your Company has adopted a Dividend Distribution Policy which can be accessed at https://www.wabag.com/wp-content/ uploads/2018/06/Dividend_Distribution_Policy.pdf in line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”).

TRANSFER TO RESERVES

The Board of Directors of your Company has decided to retain the profits in the profit and loss account. Accordingly, the Company has not transferred any amount to Reserves for the financial year ended March 31, 2024.

UNPAID / UNCLAIMED DIVIDEND AND SHARES

The Members may note that the dividends unclaimed for seven (7) years and shares on which the dividend has not been claimed by the Members for a period of seven (7) consecutive years has to be transferred to the Investor Education and Protection Fund (“IEPF”) 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 suitable communication through the stock exchanges and reminder letters, through its Registrar and Transfer Agent (RTA) to the specific Members, from time to time whose dividends are unpaid / unclaimed and due for transfer to the IEPF Your Company provides a dedicated facilitation / support system to the Members as and when required, 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 2023-24, unclaimed dividends pertaining to the FY 2015-16 amounting to INR 1,23,660/- belonging to 595 Members and 1,404 shares belonging to 45 Members who had not claimed their dividends for seven (7) consecutive years have been transferred to the IEPF Authority during September 2023 and October 2023 respectively.

Further, the unclaimed dividends pertaining to the FY 2016-17 and related shares in respect of which dividends have remained unclaimed for the seven (7) consecutive years as on due date shall be due for transfer to the IEPF Authority during September 2024.

The details of the Members and their related unclaimed dividend entitlements and equity 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.

SHARE CAPITAL AND FINANCE Equity Share Capital:

During the FY 2023-24, 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 year under review, the Company allotted secured, unlisted, redeemable, transferable, rated and interest bearing 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) out of the total NCDs worth INR 200 Crores issued under private placement. The funds raised through issuance of NCDs were utilized as per the objects and terms of the issuance agreed with the NCD holders.

Banking arrangements:

Your Company has been successfully supported by a consortium of over twelve (12) Banks and Financial Institutions for various banking and lending arrangements. Your Company has honoured all payment commitments to its lenders.

EMPLOYEE STOCK OPTIONS

During the FY 2023-24, the Company implemented a broad-based employee stock ownership program namely Wabag Centenary Stock Option Scheme 2023’ (“Scheme” or “ESOS 2023”) as a strategic initiative aimed at rewarding the employees for their dedicated service, in celebration of its Centenary year of brand “WABAG”. The Scheme 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.

Also, the Company actively engages in diverse projects across its Group, further bolstering its overall growth trajectory. Consequently, the Board of Directors of the Company, based on the recommendations of the Nomination and Remuneration Committee ("the Committee" or "NRC") deems it beneficial to extend the Scheme’s benefits to the employees not only within the Company but also within its Subsidiary(ies), Associates, and its Group companies (existing and future). This inclusive approach aims to attract and retain key talents within the Group.

Wabag Centenary Stock Option Scheme 2023 comprises mega Grant for accomplishing Centenary year by the Company as well as periodic Grants which may be determined by the Committee from time to time. The criteria to select the employees for Grant would be determined by the Committee 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, cash inflow, 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) employee 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 Nomination and Remuneration Committee (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.

The following are the details pursuant to the Companies (Share Capital and Debentures) Rules, 2014 with regard to Wabag Centenary Stock Option Scheme 2023 for the FY 2023-24:

(a) options granted - 15,00,000 Stock Options

(b) options vested - Nil

(c) options exercised - Nil

(d) the total number of shares arising as a result of exercise of option - NA

(e) options lapsed - NA

(f) the exercise price - INR 513/- per option per share upon exercise of stock 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.

The disclosures and details as required under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is uploaded on the Company’s website at Web-link: -https://www.wabag.com/compliances/

CREDIT RATING

The Company’s borrowing arrangements have received a revision in credit rating by the India Ratings & Research (wholly-owned subsidiary of Fitch group), the credit rating agency of the Company, which revised the Outlook on Debt instruments to Positive from Stable, affirmed with ''IND A ’; Rates Additional NCDs during the FY 2023-24 as below:

¦ Fund based limits: IND A /Positive/IND A1 - Affirmed; Outlook revised to Positive from Stable

¦ Non-fund-based limits: IND A /Positive/IND A1 -Affirmed; Outlook revised to Positive from Stable

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

DEPOSITORY SYSTEM

Your Company’s shares are tradable through electronic mode only As on the financial year ended March 31, 2024, the total paid-up capital consists 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) for the equity shares. As on the date of this report, only 252 equity shares are held in physical mode by five (5) Members.

REGISTRAR AND TRANSFER AGENT (RTA)

The Board of Directors of the Company, at their meeting held on February 09, 2024, had approved the appointment of Cameo Corporate Services Limited, Chennai having SEBI Registration no: INR000003753, an ISO / IEC 27001:2013 certified, leading Category I Registrar and Share Transfer Agent as the new RTA for the equity shares in place of KFin Technologies Limited, Hyderabad, pursuant to Regulation 7 of the SEBI LODR. The said change shall be effective from shifting of the electronic connectivity of both depositories to Cameo Corporate Services Limited i.e. from July 01, 2024.

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

Your Company is committed to the highest standards of Corporate Governance and ethics. At WABAG, Corporate Governance is fundamental to the business and core to its existence. 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.

Pursuant to Regulation 34 of the SEBI LODR, the Report on Corporate Governance for the financial year ended March 31, 2024, is presented in 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.

KEY PROJECT UPDATES INDIA CLUSTER

CHENNAI METROPOLITAN WATER SUPPLY AND SEWERAGE BOARD, INDIA - SWRO DESALINATION PLANT

Your Company in joint venture with METITO Overseas Limited, has bagged a design, build, operate (DBO) order from Chennai Metropolitan Water Supply and Sewerage Board (CMWSSB) for building 400 million litres per day (MLD) sea water reverse osmosis (SWRO) desalination plant at a total cost of about INR 4,400 Crores.

The new Plant will come up at Perur, near the present 100 MLD Desalination plant built by WABAG on the East Coast Road, Chennai. This is the largest order for the Company and once completed, this plant will be the largest desalination plant in the South East Asian region. The new desalination plant will cater to the drinking water needs of the entire Chennai City, including added areas like Tambaram and Pallavaram. Around half of Chennai’s estimated total need of 1560 MLD will be met from Desalination Plants. The project is funded by Japan International Cooperation Agency (JICA) and seeks to improve Chennai’s water security through a stable source of drinking water in the form of desalination.

The contract includes design, engineering, procurement, construction, installation, testing, and commissioning of the 400 MLD SWRO desalination plant and the associated sea water intake system over 42 months followed by 20 years of operation & maintenance (O&M). This project involves the construction of intake and outfall structure along with the required pipelines, construction of pre-treatment processes, SWRO desalination plant, remineralisation plant, GIS-based electrical substations and other allied processes and units to build a complete operating plant within the proposed site premises for the production of 400 MLD product water of the required drinking water quality

After successful completion of testing and commissioning of works, the Plant will be operated and maintained for 20 years under Design Build Operate (DBO) basis. Once commissioned, this project makes Chennai “Desalination Capital of India” with

a production of about 750 MLD of desalinated water along the coast of Chennai. With the 400 MLD SWRO desalination plant, WABAG will be responsible for about 70 per cent of the water production through desalination units in Chennai.

Detailed Engineering activities are progressing well and is at its peak. Major supply items are ordered and under various stages of manufacturing. Items associated with marine works are crucial for the project, which are under close monitoring. Construction site enabling activities have been completed. Construction activities are gaining momentum and multiple work fronts have been taken up concurrently.

AGCC - SIBUR

Your Company has consolidated its market position in the Oil and Gas sector further, by securing a breakthrough Engineering and Procurement (''EP’) order from Amur Gas Chemical Complex LLC., (''AGCC’) in Russia. AGCC is a joint venture of SIBUR Holding Russia and China Petroleum & Chemical Corporation (''Sinopec’), China. AGCC is set to become one of the world’s largest basic polymer production facilities.

WABAG shall be the technology and system integrator for the Integrated Treatment Facilities (Waste Water Treatment unit). WABAG shall deploy advanced technologies to treat waste water streams. The facility will have a concentrate evaporator unit to maintain Zero Liquid Discharge (ZLD) and the sludge will be de-watered and dried. The facility will be designed to Recycle & Reuse the waste water released from the petrochemical unit, substituting about 25% of the raw water intake requirement. The deployment of ZLD and Recycle & Re-use makes the facility environmentally friendly and meets stringent environmental regulations.

WABAG shall fulfill the scope of Design, Engineering, Procurement, Supply and Supervision of the facilities during erection and commissioning including process and technology equipment, piping system, electrical, instrumentation / control systems and building and architectural materials.

This technology dominant breakthrough order in the CIS region, especially in the Russian Federation also marks WABAG’s largest order in the Oil and Gas sector. This order from a marquee customer in the Oil and Gas sector, re-affirms our technological superiority and execution excellence, built over the years. Your Company is proud to have secured this contract amidst stiff international competition and confident that this project will be another landmark reference for your Company.

The project is in final stages and the major equipment have been delivered to site in Russia. Balance supply items are in final stages of manufacturing or under transit. Equipment erection plan has been drawn out and site is mobilized. WABAG team remains committed to ensure smooth and coordinated erection with safety

DHAKA WATER & SEWERAGE AUTHORITY, PAGLA -200 MLD STP

Your Company has secured a breakthrough project in a new geography i.e. in Bangladesh. This prestigious project is being executed for Dhaka Water Supply and Sewerage Authority (DWASA). The 200 million litres per day (MLD) Pagla Wastewater project was secured amidst tough global competition. This is a first of its kind project in Bangladesh where bio-gas engines will be used to generate power from the digested sludge. The project has an execution period of 40 months followed by 60 months (5 years) of comprehensive Operation and Maintenance. This project is funded by the World Bank, Asian Infrastructure and Investment Bank (AIIB) and the Government of Bangladesh. The total project value is about INR 800 Crores.

The state of the art wastewater facility will be based on the activated sludge process using lamella clarifiers to ensure that the land utilization is optimised. Further, the plant will have odour control facilities to ensure an odour free environment. The sludge produced from the process will then be digested and the methane gas produced by this process of digestion will then be fed to Bio Gas engines to produce captive power. This generated power will cover upto 40% of the power required for operating this plant. The plant will be executed under the strict guidelines on ESG published by the World Bank which is in line with your Company’s internal ESG goals also.

Your Company has a stated objective of focusing on wastewater treatment, securing more international orders in new territories and focus on jobs funded by multilateral funding organizations. This project falls into this sweet spot and is a testament to our commitment to walk the talk.

The Honorable Prime Minister of Bangladesh, Sheikh Hasina, officially launched the project by laying the foundation stone for the plant in July 2023. The progress on the detailed Engineering front is substantial and site construction drawings remains under focus. Orders are placed for long lead items (LLIs), and some of the equipment are under dispatch. Construction at site has also commenced and is on track. WABAG team remains focused on the end objective of the project and is creating value to DWASA.

CITY & INDUSTRIAL DEVELOPMENT CORPORATION - WTP

WABAG worked its way back to the DBO space in Maharashtra by securing the 270 MLD WTP worth about INR 420 Crores from City and Industrial Development Corporation (CIDCO), for the design, build and operation of Water Treatment Plant at Jite, Raigad.

This project addresses Navi Mumbai’s growing water demands. The plant will draw water from the Hetwane dam. Once treated, the water will be pumped to the existing master balancing reservoir (MBR) at Vihal for distribution across the city.

WABAG is responsible for the project’s entire lifecycle, encompassing design, engineering, procurement of materials, construction, installation, commissioning, and the operation and maintenance (O&M) for the next 15 years. The construction phase is expected to be completed within 42 months of commencement.

On execution front, engineering is progressing as per plan. All major equipment and Long Lead Items (LLIs) have been ordered. Levelling and grading at site is in advanced stage and nearing completion. Construction of hydraulic structures would be commencing and men and machineries have been mobilized.

RELIANCE INDUSTRIES LIMITED - 2 X 1100 m³ / hr SWRO

Your Company is executing 2 x 1100 m³ / hr. SWRO (Sea Water Reverse Osmosis) based Desalination Plant at Jamnagar for Reliance Industries Limited (RIL). The treated water (Process water) will cater to the requirement of RIL’s new energy business, including renewable energy, Hydrogen economy business. This is a repeat order (extension) from Reliance Industries, as we have executed a 24 MLD SWRO plant in the same premises.

This repeat order echoes RIL’s confidence and trust in WABAG. The Order value of EPC contract is INR 427 Crores. The new EPC order includes design, engineering, procurement, supply, construction, erection, pre-commissioning, commissioning and performance guarantee test run of the seawater reverse osmosis (SWRO) plant, slated to be built on the premises of RIL’s mammoth refinery at Jamnagar.

This plant, which is scheduled to be completed over a 21-month period, will employ state-of-the-art pre-treatment in the form of lamella clarification, Dissolved Air Filtration and Ultrafiltration (UF) followed by Reverse Osmosis (RO) technologies to convert seawater into process water.

More than 90% progress on the project is achieved, and team is on track to complete the project. Almost all equipments have been delivered to site and erection work is going on. Furthermore, project is nearing the commissioning phases of UF and RO and pre-treatment plant (PTP) areas.

PROJECTS UNDER NATIONAL MISSION FOR CLEAN GANGA (NMCG)

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

B. GHAZIABAD NAGAR NIGAM (HAM) - TTRO

Your Company, a leading Pure Play Water Technology Indian Multinational Company is executing the largest order under Namami Gange Programme worth INR 1,187 Crores secured from Bihar Urban Infrastructure Development Corporation (BUIDCO) under the prestigious NMCG Scheme to build Sewage Treatment Plants (STP) of 150 MLD capacity along with sewerage network of over 453 km in Digha and Kankarbagh zones of Patna, one of the most populous cities on the banks of River Ganga.

This project comprises Design, Build and Operate (DBO) scope worth about INR 940 Crores and Hybrid Annuity Model (HAM) scope worth about INR 247 Crores. 40% of CAPEX of the EPC part of the HAM portion will be paid in the form of grant during construction and 60% will be paid as Annuity over 15 years, along with the OPEX. This will be the first water project on HAM, in the State. At Digha, the scope comprises designing and building a 100 MLD STP, Interception and Diversion Work, two (2) Sewage Pumping stations and survey redesigning and building a new sewerage network of about 300 kilometres. In Kankarbagh, the scope comprises building a 50 MLD STP, Flow Diversion Works and all appurtenant structures and survey, redesigning and building new sewerage network of about 150 kilometres. Powered with resource recovery model, the STPs are designed to ensure minimum foot print and will produce green energy from bio-gas leading to lower OPEX to run the plants.

WABAG is making significant progress on both projects in Bihar, maintaining a positive momentum. The Company is particularly focused on completing the HAM project by November 2024. This successful completion will contribute significantly towards improved sanitation and a cleaner Ganga River in Patna.

WABAG, through its wholly owned subsidiary Ghaziabad Water Solutions Private Limited (SPV entity), has signed a concession agreement with Ghaziabad Nagar Nigam (GNN) in the State of Uttar Pradesh, for a new 40 MLD Tertiary Treatment Plant (TTP) under Hybrid Annuity Model (HAM) under a Design-Build-Operate (DBO) contract with SPV worth INR 594 Crores, WABAG will construct the new plant over two (2) years and operate the facilities, including the existing upstream 56 MLD Sewage Treatment Plant up to a period of fifteen (15) years following the start of commercial operations. The construction phase of the project is co-funded by the client through one of the first municipal Green Bonds in India for a water treatment plant.

Ghaziabad TTRO will be the largest plant of its type under HAM project in India and will contribute to a sustainable water management. It is the second TTRO plant from WABAG following the 45 MLD TTRO plant at Koyambedu, Chennai in the State of Tamil Nadu which was commissioned in 2019 and is being operated by WABAG till 2035.

The Tertiary treatment plant is similar to the Koyambedu TTRO Plant and will process treated wastewater from an existing 56 MLD STP to produce industrial-grade water. This reclaimed water will be used by the industries located in Sahibabad Industrial Estate in the Ghaziabad Municipal area. Upon commissioning of the new plant, the industries will be mandated to use the TTRO treated water, instead of presently used ground water, which is already depleting fast.

Another major success that further strengthens WABAG’s position as a leading water recycling expert, the project will receive funds from green bonds, which is first of its kind in the country Ghaziabad Nagar Nigam is debt-free and has

maintained a revenue surplus position in the last few years, according to India Ratings.

Currently, the project work is on track as per agreed schedule, we have achieved overall 80% physical progress. On execution front for Engineering & Procurement, we have completed our major scope as per agreed schedule. On construction front, civil works are on full swing for all major structures, and the project is expected to go on stream by July 2024.

C. KOLKATA METROPOLITAN DEVELOPMENT AUTHORITY (HAM) - STP

project with a cumulative Wastewater treatment capacity of 187 MLD (165 MLD of new plant, together with 22 MLD of existing facility) when completed, will contribute to eliminating the discharge of untreated sewage into the Holy River Ganga. This shall be the first Water Project on HAM, in the State. While WABAG has been associated with KMDA for projects on EPC/DBO type of contracts, it also extends association with reputed clients on PPP HAM type of contracts.

The team is diligently working towards a successful completion by the end of July 2024, marking a final milestone for the project. This swift progress promises a cleaner and healthier future for the city’s waterways.

D. JAJMAU TANNERY EFFLUENT TREATMENT ASSOCIATION - CETP

This KMDA''s Bally, Arupara, Baranagar project which is under execution, consists of construction of three (3) STPs at Arupara (65 MLD), Bally (40 MLD) and Baranagar (60 MLD), associated pumping system and sewage transmission lines. Your Company will execute the Engineering, Procurement and Construction (EPC) portion of this project over twenty-four (24) months followed by O&M of fifteen (15) years. This project is implemented by National Mission for Clean Ganga (''NMCG’) and Kolkata Metropolitan Development Authority (''KMDA’) with financial assistance from World Bank. Your Company completed the financial closure for this Hybrid Annuity Model (''HAM’) project received from KMDA. The project debt requirement will be funded by a consortium of International Finance Corporation (''IFC’) and Tata Cleantech Capital Limited (''TCCL’). IFC, a member of the World Bank Group, is the largest global development institution focused on the private sector in developing countries.

In line with “asset-light” principle, your Company signed an agreement with Kathari Water Management Private Limited (''Kathari Water’), a wholly owned subsidiary of EverSource Capital, Fund Manager for Green Growth Equity Fund (''GGEF’) who are the investment partner in the project. GGEF is established with anchor investment from National Investment and Infrastructure Fund (''NIIF’) anchored by Government of India and Foreign, Commonwealth & Development Office (''FCDO’), the Government of UK. The

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. Work is in full swing and the Common Effluent Treatment Plant (CETP) is expected to be commissioned by early next year.

While the network is still under construction, the commissioning of the CCRU, CETP, and ZLD portions of the project has already been successfully completed, marking a significant milestone towards cleaner rivers and a more sustainable future.

MEA CLUSTER

SONEDE BEJAOUA, TUNISIA - 345 MLD WTP

WABAG secured a significant water treatment project in Tunisia. Funded by the French Development Agency (FDA) and the European Investment Bank (EIB), the consortium order is valued at 215 million Tunisian Dinars (approximately INR 110 Crores). WABAG is responsible for the design, construction, and commissioning of a 345 MLD Water Treatment Plant for SONEDE, the national water utility Company of Tunisia.

WABAG’s significant contribution to the project encompasses both the engineering and procurement (EP) aspects, as well as

operation and maintenance (O&M) for one year. This responsibility represents roughly half of the total consortium order value.

Within the EP scope, WABAG will handle the design, engineering, and supply of crucial electromechanical equipment, including state-of-the-art compact lamella clarifiers. Additionally, it will oversee the plant’s installation and commissioning. WABAG is collaborating with Entreprise Gloulou Mohamed et Salem (EGMS) - the partner responsible for executing all civil works.

SONEDE ZARAT, TUNISIA - 50 MLD SWRO

This project from SONEDE is to Design and Build a 50 MLD Sea Water Desalination plant in Tunisia, expandable up to 100 MLD. The project is a DBO contract, funded by KfW Germany and will be built using State of the Art Sea Water Reverse Osmosis with energy recovery system.

The project has made substantial progress over the past year. We’ve successfully completed the plant commissioning and we are currently in the 12-month Defect Liability Period (DLP).

RAS TANURA RTR - IWWTP

The Company has secured a work order from SEPCO III Electric Power Construction Corporation (SEPCO III) for engineering and procurement for a 20 MLD Industrial Wastewater Treatment Plant (IWWTP) at Ras Tanura Refinery Complex, Saudi Arabia. The project developed by Miahona, a PPP developer and operator of water and wastewater projects in Saudi Arabia, is valued at $33.5 million.

The scope includes design, engineering, procurement, supply & supervision of installation and commissioning of the IWWTP to treat a complex cocktail of effluents from the desalter effluent, tank farms and other oily wastewater sumps in the refinery; the order is scheduled to be completed over a 20-month period and will employ biological treatment followed by filtration and reverse osmosis technologies to treat the effluent partly towards reuse in the refinery. The treatment scheme also includes wet air oxidation for the treatment of spent caustic effluent. This contract shall be executed jointly by WABAG India and WABAG Austria (i.e. VA Tech Wabag GmbH, Austria) which signifies the “One WABAG” motto.

This breakthrough order in Middle East is one of a kind project with stringent influent & effluent conditions. We feel proud to get associated with Miahona, one of the prominent developers in the Kingdom for the Wastewater Business and also we are happy to serve our end user ARAMCO. This has enhanced the brand value of WABAG in the Middle East and the Company is now well placed in the Middle East market for wastewater opportunities in both Municipal & Industrial sectors.

Middle East Business Achievements over the years leading to Centenary Year

The first project in Middle East was awarded in the year 2005 which was 54 MLD STP at Al Ansab region in Oman, this marks our beginning in the middle east market. We have partnered with Galfar, Oman for this project and we proved our technology expertise in wastewater & project was successfully completed. With our continuous business development efforts, WABAG brand was well popular in the market as one of the leading water technology providers, this helped us to win a few more projects in the years 2008, 2012 & 2014 in Oman namely 6 MLD SWRO for RAECO in Duqm, 20 MLD SWRO for Majis and 192 MLD SWRO Al Ghubrah.

We then began our expansion plan in the middle east foreseeing the growth of business which helped us in bagging the 40 MLD STP plant at Amas, Bahrain with our JV partner Belhasa. Middle East branch office was set up in Dubai, UAE catering to the business opportunities in this region with few marketing engineers in place.

Setting up of office helped us in close contact with all our stakeholders which boosted the confidence on WABAG for our clients. This focused approach won the following orders:

¦ 2017 - 40 MLD DM and 60 MLD STP at Jazzan, Kingdom of Saudi Arabia.

¦ 2018 - 120 MLD STP for Marafiq, Kingdom of Saudi Arabia.

¦ 2018 - Refurbishment works of existing STP in Doha, Qatar.

¦ 2020 - 300 MLD STP at Jeddah, Kingdom of Saudi Arabia.

Though we had difficulties during the execution of these projects, we ensured that these projects completed and handed over to our clients on time. WABAG demonstrated that it is an organization which works for customer satisfaction and we believe that this helps us in building the trust with our client thereby growing our business exponentially

WABAG also started working on the registrations and prequalifications to get itself listed in the contractors list of the clients with a good rating.

We have completed registrations with the following entities as on date:

UAE	KSA	Rest of Middle East
SWS	SWCC	Qatar Energy
Dubai Municipality	Saudi Aramco	Maire Technimont, Qatar
Emirates Steel	Neom	Petroleum Development Oman
AD Ports and AD Airports	National Housing Company	Kuwait National Petroleum Company
ADWEA/ADDC	MODON
ENOC	National Water Company
Nakheel	SWPC
Saipem and SEPCO III
Marubeni
TAQAH

As part of localization initiative in the middle east countries, we have received the “In-Country Value” certificate in Doha. In 2023, WABAG emerged as the winner for the “Energy Globe Award” in the Kingdom of Saudi Arabia for Jubail industrial city WWTP & Reuse plant and also received “7 Star Safety Award” from Qatar Energy. During the GWI Awards 2019, we received the “Wastewater Project of Year” award for Madinat Salman Plant in Bahrain. Also, we have signed an MOU with Al Jomaih, one of the reputed developers in the Kingdom of Saudi Arabia for the upcoming water projects coming up in this region.

The achievements so far are just a teaser for WABAG since its entry to the middle east region and this market shall act as a “growth engine” for WABAG in the decades to come. Our prime focus will be as a preferred “Water Technology Partner” for our esteemed clients.

Africa Business achievements leading to Centenary Year

WABAG started exploring the African markets starting 1980’s and soon became a preferred partner for the industrial and municipal clients in Algeria, Libya, Morocco, Tunisia and Egypt by end of next decade, it was positioned as leader in markets like Algeria, Egypt, Tunisia and Libya. During the same time in parallel, we have ventured into sub Saharan markets like South Africa, DRC, Niger, Namibia, Nigeria and by Mid 90’s we have become leader in South Africa and made our technological presence felt.

In the beginning of this century WABAG consolidated its markets and became a dominant player in North Africa and in addition, built some of the technologically advanced plants in sub-Saharan regions like Namibia, Nigeria and Tanzania.

Being the leader in water industry, WABAG continues to pursue technology related developments and pushed for sustainable water supply with desalination in the new era and building the West Africa’s largest desal plant in Senegal and also in Tunisia.

WABAG not only innovated in RO based technology but also Thermal based desalination in Libya.

WABAG has also to its credit, remarkable achievements in Reuse particularly in Africa, either it is for agriculture / landscaping reuse plants in Egypt/Tunisia or the most advanced and one of its kind direct potable reuse in Namibia back in 2001 when most of the world was not ready for such innovation / acceptance.

WABAG understood the need for sustainability just not ends with municipal needs but also took part in industrial needs, leading to building sustainable solutions for Dangote Refinery and fertilizers in Nigeria and this is the latest and most modern facility in Sub Saharan Africa. WABAG continues to expand and provide sustainable solutions all across Africa and continues to grow in its present markets and expanding further into new ones.

EUROPE CLUSTER

OLD KOHAFA WWTP: CONTRACT FOR UPGRADATION AND EXPANSION

The WABAG - ACC consortium has been awarded a new contract in Egypt for rehabilitation, upgrade and expansion of the existing Old Kohafa WWTP valued at more than 19 million Euros. Funding for this project is provided by the European Bank for Reconstruction and Development (EBRD) and the European Union. The contract was duly signed on December 20, 2023, in Cairo. The scope of this project encompasses both the rehabilitation and upgrade of the existing Old Kohafa WWTP, which currently has a capacity of 60 MLD and shall be expanded to handle 90 MLD, as well as the in-situ expansion for a new treatment plant of 20 MLD (New Kohafa WWTP). The treated effluent will be discharged into the Kamal drain. The overall contract value stands at over 19 million Euros, with WABAG’s share amounting to around 7 million Euros.

AL KHARJ ROAD III WWTP, SAUDI ARABIA - 200 MLD WASTEWATER TREATMENT & WATER REUSE PLANT, ANAEROBIC SLUDGE TREATMENT FOR ENERGY-EFFICIENT OPERATIONS

WABAG has successfully executed the contract for the design, engineering, installation, and commissioning of a new 200 MLD wastewater treatment plant as an extension - Phase III - of a treatment complex for the city of Al Kharj in Saudi Arabia. The plant utilizes mechanical/biological treatment, tertiary treatment with disc filters, and disinfection, enabling the treated wastewater to be reused for agricultural irrigation. Additionally an anaerobic sludge digestion system has been implemented, along with bio-gas utilization for the production of green energy. This innovative approach significantly reduces the plant’s reliance on external power sources, making it predominantly energy-neutral and contributing to climate protection.

TOBRUK MED-TVC - THERMAL DESALINATION PLANT TO PRODUCE 13,333 M³/D DRINKING WATER

WABAG was awarded the contract for the expansion of the Tobruk MED plant by a 4^th line with a capacity of 13,333 m3/d by GDCOL. The thermal sea water desalination plant using MED-TVC technology is urgently needed to ensure the continuous supply with clean drinking water to the population as well as a small volume of industrial water for the nearby power plant to ensure power production and energy supply.

MADINATY O&M - WATER RECLAMATION PLANTS (WRP) FOR A NEW SATELLITE CITY NEAR CAIRO, EGYPT

WABAG has realized new Wastewater Treatment & Water Reuse plants for the new satellite city near Cairo, Egypt with a capacity of 2 x 40,000 m3/d. A three-stage treatment system enables the purified municipal wastewater to be led directly in a special distribution system for irrigation of green areas, keeping the new city clean and green. The Madinaty WRP is thus one among the most modern wastewater treatment plants in Egypt to ensure the sustainable reuse of the reclaimed water, thus saving precious fresh water resources. WABAG has been operating the plant since commissioning in 2018 (Stage I) resp. 2022 (Stage II).

ISMAILIA WTP, EGYPT - HIGHLY COMPACT DESIGN FOR 180,000 M³/D DRINKING WATER TREATMENT PLANT

WABAG was awarded by the Suez Canal Authority (SCA) the contract to design and build a new WTP for the city of Ismailia with a capacity of 180,000 m3/d. The new plant shall treat contaminated water from the River Nile, which is extracted from the nearby irrigation channel. A multi-stage treatment system will be implemented incorporating a special plant design, that enables compliance with the product requirements on the limited space available. Since the new plant represents the extension of an existing plant complex, some components will be commonly used. The plant is at an advanced stage and is scheduled to go into operation by the end of the calendar year 2024.

MAINTENANCE CONTRACT FOR WWTP DS SMITH, ZARNESTI, ROMANIA

DS Smith is an international full-service packaging provider with a production facility in Zarnesti, Brasov County In May 2022, this Company contracted WABAG as an expert for the maintenance of its on-site wastewater treatment plant. The maintenance contract included comprehensive maintenance services for all WWTP equipment, respecting the highest standards. WABAG team executed the maintenance contract to the full satisfaction of the client, leading to an extension and expansion of the maintenance contract in 2024 for another 2 years.

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 pursuant to the SEBI circular dated May 10, 2021.

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

Some of the key policies adopted are as follows:

1) Code of Conduct for Board Members and Senior Management Personnel

2) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Policy for identifying legitimate purpose

3) Corporate Social Responsibility Policy

4) Dividend Distribution Policy

5) Nomination, Evaluation & Remuneration Policy

6) Policy for Determination of Materiality for Disclosure of Events or Information

7) Policy on Determining Material Subsidiaries

8) Policy on Preservation and Archival of Documents

9) Policy on Materiality of Related Party Transactions & on dealing with Related Party Transactions

10) Whistle Blower Policy

11) Risk Management Policy

12) Sustainability Policy

13) Policy on Cyber Security Data Privacy

14) Equal Opportunity Policy

15) Policy on Business Responsibility and Sustainability Reporting

16) Policy on Grievance Redressal

17) Policy on Preferential Procurement

18) Policy on Human Rights

19) Prevention of Sexual Harassment (POSH) Policy

20) Code of conduct for Prevention of Insider Trading

21) Policy on Anti-Bribery & Anti-Corruption

22) Policy on Conflict of Interest

The aforesaid policies can be viewed in the Company’s website under “Polices / Codes” section in the link namely https://www. wabag.com/compliances/. Other policies adopted by the Company are available on the Company’s intranet portal.

BOARD OF DIRECTORS

Your Company, being professionally managed, is functioning under the overall supervision and guidance of the Board consisting of six (6) Directors with three (3) Independent Directors including an Independent Woman Director, one (1) Non - Executive Non -Independent Director and two (2) Executive Directors. There was no change in the composition of the Board during the FY 2023-24 and till the date of this report.

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.

The Members of the Company had approved the re-appointment of Mr. S. Varadarajan (DIN: 02353065), as the Whole Time Director & Chief Growth Officer (Key Managerial Personnel) of the Company for a further period of five (5) years w.e.f. June 01, 2023 to May 31, 2028 and Mr. Rajiv Mittal (DIN: 01299110), as the Managing Director & Group CEO (Key Managerial Personnel) of

the Company to hold office for a further period of five (5) years w.e.f. October 1, 2020 till March 31, 2025.

Further, the Nomination and Remuneration Committee (NRC) and the Board of Directors at their meetings held on March 26, 2022 had re-designated Mr. Rajiv Mittal as the Chairman cum Managing Director & Group CEO with immediate effect.

Subsequent to the appointment of Deputy Managing Director and Group CEO, the NRC and Board of Directors at their meetings held on December 07, 2022 had approved the re-designation of Mr. Rajiv Mittal as the Chairman and Managing Director (KMP) of the Company with immediate effect.

The Board of Directors of your Company at their meeting held on May 21, 2024, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members at the ensuing Annual General Meeting, had considered and approved the re-appointment of Mr. Rajiv Mittal (DIN: 01299110), as the Chairman and Managing Director of the Company for a further period of five (5) years w.e.f. April 01, 2025 to March 31, 2030 along with the terms and conditions of such appointment and the revision in remuneration payable.

NON-EXECUTIVE DIRECTORS

INDEPENDENT DIRECTORS

During the FY 2023-24, there has been no change in the composition of the Board of Directors.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

All Independent Directors of your 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 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 The Members of the Company had regularized and approved the appointment of Mr. Amit Goela (DIN:01754804) as the Non - Executive Non - Independent Director of the Company for a period of three (3) years w.e.f. July 19, 2021 upto July 19, 2024, liable to retire by rotation and entitled to receive Non-Executive Director remuneration as approved by the Members at the 19^th AGM held on July 21, 2014 (i.e. remuneration, in addition to the sitting fee for attending the meetings of the Board of Directors or Committees thereof, as the Board of Directors may from time to time determine, not exceeding in aggregate one (1) percent of the net profits of the Company for each financial year).

Further, the Board of Directors of your Company at their meeting held on May 21, 2024, based on the recommendation of the Nomination and Remuneration Committee and subject to the

approval of the Members at the ensuing Annual General Meeting, had considered and approved the re-appointment of Mr. Amit Goela (DIN:01754804) as the Non - Executive Non - Independent Director of the Company for a further period of 5 (five) years from July 20, 2024 to July 19, 2029.

RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152 of the Act read with rules issued thereunder, Mr. S. Varadarajan (DIN:02353065) Whole Time Director & Chief Growth Officer, who was appointed by the Members of the Company at the 28^th AGM held on August 11,

2023 for a period of five (5) years, has been considered to retire by rotation at the ensuing 29^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. A brief profile of Mr. S. Varadarajan forms part of the notice convening the 29^th AGM of the Company.

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

During the FY 2023-24, there were no new Independent Directors appointed to the Board. With regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment 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,

2024 are as follows:

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

b) Mr. S. Varadarajan, Whole time Director and CGO;

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.

g) Mr. Pankaj Malhan was the Deputy Managing Director and Group Chief Executive Officer (Key Managerial Personnel) of the Company upto October 30, 2023.

BOARD DIVERSITY

Your Company recognizes the importance of a diverse Board for its success and believes that a diverse Board will ensure effective

corporate governance, responsible decision-making ability, sustainable business development and Company’s reputation.

The Company recognizes and sets out the approach to have diversity on 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, in accordance with the provisions of the Act and SEBI LODR, laid down the manner in which formal annual evaluation of the performance of the Board, Committees, Individual Directors and the Chairman to be made.

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. The digital evaluation was carried out based on the responses sought from 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 Nomination and Remuneration Committee of the Board carried out a separate exercise to evaluate the performance of the Individual Directors. The Independent Directors and other Directors of the Company carried out the performance evaluation of the Board and its Committees, Individual Director and the Chairman at their meeting held on May 21, 2024. The report on Corporate Governance forming part of this Annual Report covers details of the 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://wwwwabag.com/compliances/.

APPOINTMENT OF THE DIRECTORS

Pursuant to Section 134(3) (e) and 178(3) of the Act, the Nomination, Evaluation & Remuneration Policy lays down the criteria for determining qualifications, positive attributes and independence of a Director. The Nomination and Remuneration Committee 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 Nomination and Remuneration Committee based on the criteria formulated makes necessary recommendation to the Board for the appointment of the Directors.

In addition, the Nomination and Remuneration Committee 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 & COMMITTEES

The Board of Directors of your Company comprises the following Directors as on the financial year ended March 31, 2024:

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

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

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, 2024, 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 (formerly Overseas Investment 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 of the Annual Report for investment made by Company in Overseas Direct Investment (ODI) entities.

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 are sent to all the Members of the Committees for their comments, if any The approved minutes are signed and certified signed minutes are shared with the Board and respective Committees and 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 the financial year to enable the Directors to plan their schedule well in advance to ensure their participation in the meetings.

During the FY 2023-24, the Board of Directors of your Company met seven (7) times through physical and video conferencing / other audio visual means (OAVM) on May 19, 2023, August 11,

2023, November 06, 2023, December 29, 2023, February 09,

2024, March 15, 2024 and March 29, 2024. The details regarding composition of the Board, attendance of the Directors and other relevant information are set out in a separate 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 to the best of its knowledge and belief and according to

the information and explanations obtained, your Directors make 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 DIRECTORS

The Board of Directors of your Company had 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. 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 component and variable performance based on specific KPIs (Key Performance Index) and KRA (Key Results Area) agreed 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 prescribed under the Act and the Members approval. The Board can determine different remuneration for different Directors on the basis of their role, responsibilities, duties, time involvement etc. The Company has no pecuniary relationship with 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 in accordance with the Nomination, Evaluation & Remuneration Policy of the Company and internal policy of the Company.

The Chairman & Managing Director and Whole Time Director & CGO 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 will be 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. 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 place 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 and 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 five (5) Members, majority being women members including one (1) external woman representative. All the employees viz. permanent, consultant, contractual, temporary and trainees are covered under the Company’s Policy on Prevention of Sexual Harassment.

During the year under review, your Company has not received any complaint for 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,

2023 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 2023-24 and is forming part of this Annual Report. The Auditor’s Report on Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, 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 2023-24. 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 2023-24 will be placed before the Members of the Company at the ensuing 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 202324. 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. Your Board has appointed M/s M. Damodaran & Associates LLP, Practicing Company Secretaries, Chennai as the Secretarial Auditors of the Company for FY 2024-25.

D. Internal Auditors

Your Company has a robust Internal Audit function comprising Corporate Assurance Department of the Company (internal staff) and M/s PKF Sridhar & Santhanam LLP, Chartered Accountants (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, Chennai, (Firm Regn. No - 003990S/ S200018) along with the Corporate Assurance Department of the Company was appointed as the Internal Auditors of the Company to conduct the Internal Audit for the FY 2023-24.

The Internal Audit function 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. 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

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

As on the financial year ended March 31, 2024, the Board of Directors of your Company had considered and approved following decisions with respect to Subsidiaries, Joint Ventures and Associate entities:

DK Sewage Project Private Limited, Subsidiary Company

¦ Approved further investments of upto INR 14.61 Crores by way of Equity Shares, Preference Shares, Unsecured Loan and / or Non-Convertible Debentures (NCD) in tranches.

¦ Approved the proposal of availing financial assistance by DK Sewage Project Private Limited from the State Bank of India.

¦ Approved the proposal and executed the Shareholders Agreement amongst VA Tech Wabag Limited (Existing Shareholder), DK Sewage Project Private Limited (Subsidiary Company) and Madhya Pradesh Waste Management Private Limited (Investor) on March 29, 2024.

During the FY 2023-24, your Company had invested in the following securities of DK Sewage Project Private Limited (DKSPPL), Subsidiary Company: INR 13,00,00,000/- consisting of 1,30,00,000 Non - Convertible Debentures (Series B NCD) of face value of INR 10/- each. Further, during the year under review, DKSPPL has, with the approval of the Company, converted the NCDs amounting INR 4.65 Crores to Compulsorily Convertible Debentures to meet the conditions of its lenders. As on date of this report, the investment of the Company in DKSPPL stands at INR 27.32 Crores.

Ghaziabad Water Solutions Private Limited, Subsidiary Company

¦ Approved further investments of upto INR 17.59 Crores by way of Equity Shares, Preference Shares, Unsecured Loan and / or Non-Convertible Debentures (NCD) in tranches.

During the FY 2023-24, your Company had invested in the following securities of Ghaziabad Water Solutions Private Limited (GWSPL), Subsidiary Company: INR 28,55,00,000/- consisting of 2,85,50,000 Non - Convertible Debentures of face value of INR 10/- each. As on date of this report, the investment of the Company in GWSPL stands at INR 52.26 Crores.

Kopri Bio Engineering Private Limited, Subsidiary Company

¦ Approved the proposal and executed the Shareholders Agreement amongst VA Tech Wabag Limited (Existing Shareholder); Kopri Bio Engineering Private Limited (Subsidiary Company) and A K Electrical and Works Private Limited (New Investor), who has replaced the earlier JV partner Gradiant India Private Limited by acquiring 49% stake, to record the terms and conditions between the equity shareholders over the rights and responsibilities for execution of the project towards Design, Build, Finance, Operate and Transfer (DBFOT) in relation to developing, operating and maintaining (a) a 120 MLD sewage treatment plant at Kopri, Thane (East) and, (b) a power generation facility and tertiary treatment plant, for the sale of tertiary treated water of sewage treatment plant at Kopri, Thane (East), awarded by Thane Municipal Corporation on competitive bidding basis.

Please refer Key Project Updates 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, 2024 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 wwwwabag.com under Investors Section.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties by the Company, 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 suitable noting / approval. Amended Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the Company’s website www.wabag.com.

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

Your Company over the years has expanded its global reach through Overseas Direct Investments (ODI), either through Subsidiaries, Associates and Joint Venture entities. In addition, your Company also executes projects in overseas geographies through establishment of a branch or other permanent establishment (PE) models. Further, the Company has not made any fresh investments in the ODI entities and divested a subsidiary entity M/s. Wabag Limited, Thailand during the FY 2023-24.

As on March 31, 2024, the aggregate equity investments in such ODI entities amounted to INR 605.40 Million.

There were no new guarantees and loans given during the FY 2023-24 in ODI entities. As on March 31, 2024, the aggregate guarantees in such ODI entities amounted to INR 108 Million as against INR 364.90 Million as on March 31, 2023, with reduction primarily driven by completion of warranty obligations in the ODI entities. Your Company has not provided any loan to its ODI entities during the year. Your Company’s international presence has benefited in both monetary and non-monetary aspects. 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 Act, 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://wwwwabag.com/compliances/. 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 2023-24 pertaining to ongoing projects which has to be transferred to a separate bank on or by April 30, 2024.

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

a) Livelihood Support Programme at Kolkata - On going Project;

b) Chennai City Sanitation Plan - 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 our 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 186 of the Act and Schedule V of the SEBI LODR the details of loans, guarantees and investments, as on March 31, 2024, are given in the notes to the financial statements of the Company.

INTERNAL CONTROL / AUDIT & ITS ADEQUACY

Your Company has built robust control system upon which the internal controls are built to mitigate the risks. Under the controlled environment; Company’s policies, procedures and standards are developed to uphold control across the organisation. Adequate internal controls are in place to commensurate with 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 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 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 Companies (Indian Accounting Standard) Rules, 2015. These are in accordance with 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 transactions, integrity and reliability of 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 certification from auditors of 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 reputable organizations, distinguished bodies and clients for 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 2023-24.

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

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.

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.

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 2023-24 in the prescribed format is available on the Company’s website in the following link: https://wwwwabag.com/compliances.

Secretarial Standards:

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

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.

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.

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 providing a safe, healthy and conducive environment to all of its employees and associates and complied with labour related laws. The details of quality, health, safety, environment initiatives, objectives and achievements made by the Company are detailed in the Management Discussion and Analysis section of this Annual Report.

SUSTAINABILITY INITIATIVES

Sustainability is a key mantra for your Company. Globally, your Company is actively involved in providing sustainable solutions for the future that are eco-friendly and renewable in nature. Your Company’s contribution towards sustainability is pro-nature as is reflected throughout this report and forms an integral part of our business.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to the Act and SEBI LODR, 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 email 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 wwwwabag.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 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 Certified as Platinum rated Green building. Other initiatives taken by your Company 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 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;

¦ Introduction of e-Tender process for sourcing materials in our procurement function as a step towards digitization;

¦ Achieved IGBC Near Net Zero in Energy;

¦ Achieved IGBC Net Zero in Water.

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

3. 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.

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.

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 Ganga river’s health. Other significant projects include the K&C Valley WWTP in Bangalore, Pappankalan STP in New Delhi, Madinat Salman STP in Bahrain, and the MARAFIQ WWTP in Jubail, Saudi Arabia.

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 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 2.7 million cubic meters of recycled water and 27 million m3 Wastewater treated

per day, generating over 41 MW of green energy, and reducing greenhouse gas emissions by over 630 tonnes daily.

Global Innovations and References

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) plant in Chennai are prime examples. 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 1600 Crores liters of freshwater annually.

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

Your Company successfully completed one of the largest "Central Zero Liquid Discharge Plant" (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 makeup cooling water. This project has significantly contributed to the sustainability goals of NMDC Steel Ltd.

Recognitions and Future Directions

Your Company''s commitment to sustainability and innovation is further evidenced by earning prestigious awards such as “The Best ETP” by Water Digest Water Awards 2023-24 and “Best Industrial Plant” by Global Water Awards 2024 for the Central Zero Liquid Discharge Plant (CZLD) for NMDC Steel Ltd.

Your Company was also honored with the Highly Commended Award under "Industrial Project of the Year" for the Dahej Effluent Treatment Plant, India, recognized for its ''Unique Technology mix scotches effluent cocktail’ by Global Water Intelligence. Similarly, the Petronas IETP in Malaysia received the Highly Commended Award under "Industrial Project of the Year," setting ''A new model for refinery effluent’ as recognized by the same esteemed organization.

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.

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Mar 31, 2023

The Board of Directors of your Company is pleased to present its Twenty Eighth (28^th) report on the business and operational performance of the Company together with the audited standalone and consolidated Financial Statements for the financial year ended March 31,2023.

FINANCIAL / OPERATIONAL HIGHLIGHTS

The key highlights of standalone and consolidated financials for the financial year ended March 31,2023 are summarised below:

(INR Lakhs)
Particulars	FY 2022-23
	Standalone	Consolidated
Total Income (including Revenue from Operations and other Income)	238,587	301,408
Profit before interest, tax & depreciation (EBITDA)	32,212	34,358
Profit before tax excluding exceptional items	29,128	30,606
Profit before tax	205	1,683
Provision for tax	78	590
Profit after tax attributable to owners of the parent	127	1,093

BUSINESS ENVIRONMENT

The global economy after its encounter with the pandemic, geo-political tensions, inflation, global banking crisis, and other key factors appears to have moved on staging a full recovery and positioning itself to ascend to the pre-pandemic growth path in FY 2022-23.

In the water sector, there is an increasing demand for innovative solutions to address water scarcity, pollution, and infrastructure challenges witnessing significant opportunities for growth. Governments and multi-lateral agencies worldwide are investing in projects that promote water security, such as the development of water recycling initiatives and smart water management technologies. Furthermore, there is a growing trend towards integrating water and energy systems, recognizing the interconnected nature of these sectors. Your company has actively collaborated with Financial Institutions worldwide, showing a revitalized focus on the Water Sector.

We have garnered attention through initiatives driven by Sustainable Development Goals (SDGs) and Environment, Social, Governance (ESG) principles, which have attracted interest from Sustainability and Green Funds and have received significant allocations from various Financial Institutions globally, encompassing active, proposed, and pipeline stages.

Your Company offers dynamic customizable technological water solutions powered by renewable energy or energy-efficient processes and is well-positioned to capitalize on this synergy.

COMPANY’S PERFORMANCE

• Your Company has a healthy order book of over INR 13,21,900 Lakhs as on March 31,2023 (including framework contracts) supported by order intake of INR 6,84,400 Lakhs.

• Total Consolidated Income for the FY 2022-23 was INR 3,01,408 Lakhs as against INR 3,01,169 Lakhs in the previous year and the total Standalone Income for the FY 2022-23 was INR 2,38,587 Lakhs as against INR 2,17,087 Lakhs in the previous year.

• Consolidated and Standalone Profit After Tax attributable to owners of the parent for the FY 202223 (before exceptional items) was INR 1,285 Lakhs and INR 127 Lakhs respectively as against INR 13,191 Lakhs and INR 9,218 Lakhs respectively in the previous year.

• Consolidated and Standalone EPS (before exceptional items) of the Company for the FY 2022-23 was INR 36.87 as against INR 21.21 in the previous year and INR 35.01 as against INR 14.82 in the previous year respectively.

Your Company has achieved another year of profitable growth i.e., profits growing at a rate faster than revenue growth. The Consolidated EBITDA before exceptional items grew by 43% YoY and the Consolidated PAT before exceptional items grew by 74% YoY. Your Company closed this financial year at a historic high order book position of over INR 13,000 Crore, thereby providing a robust future revenue visibility.

DETAILS OF MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Companies Act, 2013 (“the Act”), except as disclosed elsewhere in this Report, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this report.

DIVIDEND

Taking into account the Business strategy and investment requirements for growth capital and Hybrid Annuity Model (HAM) projects like Namami Gange Programme, etc. which will enhance the Shareholders value on a long term basis, the Board of Directors of your Company have decided to conserve funds and hence have not recommended any dividend for the FY 2022-23.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), the top 1,000 listed entities based on market capitalisation, calculated as on end of every financial year are required to formulate a Dividend Distribution Policy which shall be disclosed on the website of the listed entity and a web link shall also be provided in the company’s Annual Reports. Accordingly, the Dividend Distribution Policy of the Company can be accessed using the following link: https://www.wabag.com/wp-content/uploads/2018/06/ Dividend Distribution Policy.pdf

UNPAID/ UNCLAIMED DIVIDEND AND SHARES

Pursuant to the provisions of Section 124, 125 and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), the dividend which remains unpaid/ unclaimed for a period of seven (7) years from the date of transfer to the unpaid dividend account along with the shares on which dividend has not been encashed by the Members of the Company for seven (7) consecutive years has to be transferred to Investor Education and Protection Fund (“IEPF”) within the prescribed time.

During the year under review, unclaimed dividend for the FY 2014-15 amounting to INR 60,516/- pertaining to 383 Members and 463 shares pertaining to 21 Members who had not claimed their dividends for seven (7) consecutive years have been transferred to IEPF Authority during September 2022.

The Company sends out suitable communication and reminder letters, from time to time, through its Registrar and Transfer Agent (RTA) to the respective Members whose dividends are unpaid/unclaimed and/or due for transfer to IEPF and provides facilitation/support to Members as and when required, to enable them to claim their dividend entitlements before it is transferred to IEPF Authority in accordance with IEPF Rules.

Unclaimed dividend for the FY 2015-16 and shares in respect of which dividends have remained unclaimed for the last seven (7) consecutive years as on due date shall become due for transfer to IEPF Authority in August 2023.

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

RESERVES

The Board of Directors of your Company has decided to retain the entire amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to ‘Reserves’ for the financial year ended March 31, 2023.

SHARE CAPITAL

The issued, subscribed and paid up share capital of the Company continue to remain at INR 12,43,80,856/- (Indian Rupees Twelve Crore Forty Three Lakhs Eighty Thousand Eight Hundred and Fifty Six only) as on March 31, 2023 consisting of 6,21,90,428 equity shares of face value of INR 2/- each without any change.

NON-CONVERTIBLE DEBENTURES (NCDs)

The Board of Directors of the Company has, at its meeting held on November 25, 2022, considered and approved the proposal to issue secured, unlisted, redeemable, transferable, rated and interest bearing NCDs of face value of INR 10,000 each with a total value of INR 200 Crore to be issued to Asian Development Bank in one or more tranches/ series. The Company is in the process of seeking necessary approvals, permissions, consents and sanctions as required by the arrangement.

DEPOSITORY SYSTEM

Your Company has established connectivity with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through KFin Technologies Limited, the Registrar and Transfer Agent (RTA) for the equity shares. The shares of your Company are tradable only in the electronic form.

As on March 31, 2023, the Company’s total paid up capital representing 6,21,90,162 equity shares wherein 99.99% of equity shares are held in dematerialised form. The Company through various modes of communication to the Members encourages them to hold the shares in dematerialised form. As on the financial year ended March 31, 2023, only 266 equity shares belonging to seven (7) Members are held in physical mode.

CREDIT RATING

The India Ratings & Research (wholly-owned subsidiary of Fitch group), the Credit Rating Agency, affirmed the rating “IND A ” with “Stable” Outlook and upgraded Short-Term Debt rating to “IND A1 ”. The said ratings has been disclosed to the Stock Exchanges and this information is available on the Company’s website www.wabag.com under Investor section.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis of your Company’s performance forms part of this Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to the highest standards of Corporate Governance and ethics. At WABAG, Corporate Governance is fundamental to the business and core to its existence. 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 our 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.

Pursuant to Regulation 34 of SEBI LODR, the Report on Corporate Governance for the financial year ended March 31,2023, is presented in a separate section, forming part of this Annual Report.

A certificate from the Practicing Company Secretary, confirming compliance of conditions of Corporate Governance, as stipulated under the SEBI LODR, also forms part of this Annual Report. A Compliance Report on applicable compliances of SEBI Circular, Notifications, and Regulations etc., issued by Practicing Company Secretary was filed with the Stock Exchanges.

CHENNAI METROPOLITAN WATER SUPPLY AND SEWERAGE BOARD - SWRO - INDIA

Your Company in joint venture with METITO Overseas Limited, has bagged a design, build, operate (DBO) order from Chennai Metropolitan Water Supply and Sewerage Board (CMWSSB) for building 400 million litres per day (MLD) sea water reverse osmosis (SWRO) desalination plant at a total cost of about INR 4,400 Crore. The new Plant will come up at Perur, near the present 100 MLD Desalination plant built by WABAG on the East Coast Road, Chennai. This is the largest order for the Company and once completed, this plant will be the largest desalination plant in the South East Asian Region.

The new desalination plant will cater to the drinking water needs of the entire Chennai City, including added areas Tambaram and Pallavaram. Around half of Chennai’s estimated total need of 1560 MLD will be met from Desalination Plants.

The project is funded by Japan International Cooperation Agency (JICA) and seeks to improve Chennai’s water security through a stable source of drinking water in the form of desalination.

The contract includes design, engineering, procurement, construction, installation, testing, and commissioning of the 400 MLD SWRO desalination plant and the associated sea water intake system over 42 months followed by 20 years of operation & maintenance (O&M).

This project involves the construction of intake and outfall structure along with the required pipelines, construction of pre-treatment processes, SWRO desalination plant, remineralisation plant, GIS-based electrical substations and other allied processes and units to build a complete operating plant within the proposed site premises for the production of 400 MLD product water of the required drinking water quality. After successful completion of testing and commissioning of works, the Plant will be operated and maintained for 20 years under Design Build Operate (DBO) basis.

Once commissioned, this project makes Chennai “Desalination Capital of India” with a production of about 750 MLD of desalinated water along the coast of Chennai.

With the 400 MLD SWRO desalination plant, WABAG will be responsible for about 70 per cent of the water production through desalination units in Chennai.

RELIANCE INDUSTRIES LIMITED - SEA WATER REVERSE OSMOSIS - INDIA

Your Company is executing 2 x 1100 M³/hr. SWRO (Sea Water Reverse Osmosis) based Desalination Plant at

Jamnagar for Reliance Industries Limited (RIL).

The Treated water (Process water) will cater the requirement of RIL’s new energy business, including renewable energy, Hydrogen economy business.

This is a repeat order (extension) from Reliance Industries, as we have executed a 24 MLD SWRO plant in the same premises. This repeat order echoes RIL’s confidence and trust on WABAG. The Order value of EPC contract is INR 427 Crore.

The new EPC order includes design, engineering, procurement, supply, construction, erection, precommissioning, commissioning and performance guarantee test run of the seawater reverse osmosis (SWRO) plant, slated to be built on the premises of RIL’s mammoth refinery at Jamnagar.

This plant, which is scheduled to be completed over a 21-month period, will employ state-of-the-art pre-treatment in the form of lamella clarification, Dissolved Air Filtration and Ultrafiltration (UF) followed by Reverse Osmosis (RO) technologies to convert seawater into process water.

Currently, on execution front, Project Progress is on track as per agreed schedule, we have achieved overall 60% physical progress.

On Execution front for Engineering & Procurement, Detailed Engineering is completed including all supplier’s engineering deliverable. Manufacturing of all items are at various stage at supplier’s shop. Some of the major items are delivered at site. Delivery completion is expected by December 2023.

On Construction front, Civil works are on full swing for all Major structures, which are expected to be completed by November 2023. Erection work is expected to be commenced by end of June 2023. Plant commissioning is expected to be done as per agreed schedule.

ONE CITY ONE OPERATOR - CLEAN GANGE MISSION PROJECT - INDIA

Your Company is executing INR 1,858 Crore worth order secured from State Mission for Clean Ganga - Uttar Pradesh since FY 2019-20 towards Operation, Maintenance and Management of the Sewage treatment and network infrastructure in the cities of Agra and Ghaziabad for a period of ten (10) years, extendable for an additional period of five (5) years.

This is the first initiative across the country on the “One City -One Operator” model. Your Company will manage, operate and maintain 22 Sewage Treatment Plants (STP), 70 Pumping Stations and underground network of over 4,200 kilometers with the objective of providing round the clock uninterrupted operations. Your Company shall also improve, rehabilitate and up-grade facilities related to systems, structures and equipments etc., associated with the Sewage Treatment Plants (STP) and underground sewage network systems.

This project will ensure treatment of over 672 MLD in both cities of Agra and Ghaziabad put together, adhering to national treatment standards thus providing cleaner and healthier eco system to the three (3) Million population of Agra and Ghaziabad. Your Company is proud to play a significant part in the rejuvenation of river Yamuna, by treating over 80% of the sewage generated in both the cities.

In Agra and Ghaziabad, your Company is taking several steps to implement best practices in operation and maintenance of STP’s and pumping stations, so that sustainable and trouble free operations are achieved.

Your Company has taken several steps to eliminate direct manual intervention in underground sewage network and this is achieved by deploying jetting machines, super sucker machines for desilting and mini jetting for addressing issues in narrow streams. Through these initiatives, your Company has efficient improvement through technological intervention while maintaining safety of workmen. Your Company is determined to attain Operational Excellence through reliability, trouble free operations and enhanced customer services.

NAMAMI GANGE PROJECT - INDIA

A) BIHAR URBAN INFRASTRUCTURE DEVELOPMENT CORPORATION HAM PROJECT - INDIA

Your Company, a leading Pure Play Water Technology Indian Multinational Company is executing the largest order under Namami Gange Programme worth INR 1,187 Crore secured from Bihar Urban Infrastructure Development Corporation (BUIDCO) under the prestigious National Mission for Clean Ganga (‘NMCG’) Scheme to build Sewage Treatment Plants (STP) of 150 MLD capacity along with sewerage network of over 453 km in Digha and Kankarbagh zones of Patna, one of the most populous cities on the banks of River Ganga.

This project comprises Design, Build and Operate (DBO) scope worth about INR 940 Crore and Hybrid Annuity Model (HAM) scope worth about INR 247 Crore. 40% of CAPEX of the EPC part of the HAM portion will be paid in the form of grant during construction and 60% will be paid as Annuity over 15 years, along with the OPEX. This will be the first water project on HAM, in the State.

At Digha, the scope comprises designing and building a 100 MLD STP, Interception and Diversion Work, two

(2) Sewage Pumping stations and survey, redesigning and building a new sewerage network of about 300 kilometres designing. In Kankarbagh, the scope comprises building a 50 MLD STP, Flow Diversion Works and all appurtenant structures and survey, redesigning and building new sewerage network of about 150 kilometres.

Powered with resource recovery model, the STPs are designed to ensure minimum foot print and will be enabled to produce green energy from bio-gas leading to lower OPEX to run the plants.

Your Company completed the financial closure of its Hybrid Annuity Model (HAM) project received from BUIDCO. Both the DBO and HAM scope of projects are under construction and progressing well.

B) KOLKATA METROPOLITAN DEVELOPMENT AUTHORITY HAM PROJECT - INDIA

This KMDA Bally, Arupara, Baranagar project which is under execution, consists of construction of three

(3) STPs at Arupara (65 MLD), Bally (40 MLD) and at Baranagar (60 MLD), associated pumping system and sewage transmission lines. Your Company will execute the Engineering, Procurement and Construction (EPC) portion of this project over twenty four (24) months followed by O&M of fifteen (15) years. This project is implemented by National Mission for Clean Ganga (‘NMCG’) and Kolkata Metropolitan Development Authority (‘KMDA’) with financial assistance from World Bank.

Your Company completed the financial closure for this Hybrid Annuity Model (‘HAM’) project received from KMDA. The project debt requirement will be funded by a consortium of International Finance Corporation (‘IFC’) and Tata Cleantech Capital Limited (‘TCCL’). IFC, a member of the World Bank Group, is the largest global development institution focused on the private sector in developing countries.

In line with our “asset-light” principle, your Company signed an agreement with Kathari Water Management Private Limited (‘Kathari Water’), a wholly owned subsidiary of EverSource Capital, Fund Manager for Green Growth Equity Fund (‘GGEF’) who will be the investment partner in the project. GGEF is established with anchor investment from National Investment and Infrastructure Fund (‘NIIF’) anchored by Government of India and Foreign, Commonwealth & Development Office (‘FCDO’), Government of UK.

The project with a cumulative Wastewater treatment capacity of 187 MLD (165 MLD of new plant, together with 22 MLD of existing facility) when completed, will contribute to eliminating the discharge of untreated sewage into the Holy River Ganga. This shall be the first Water Project on HAM, in the State. While WABAG has been associated with KMDA for projects on EPC/DBO type of contracts, your Company extends association with reputed clients on PPP HAM type of contracts too.

The plant is moving towards completion, having completed substantial amount of construction at site. Multiple ESHS audits, monitoring mechanisms and training programs have enabled in executing the project in a safe and environmentally sustainable manner. With continuous engagement and support from all Stakeholders, the project is nearing completion.

C) GNN HAM PROJECT, GHAZIABAD, UTTAR PRADESH - INDIA

WABAG, through its wholly owned subsidiary Ghaziabad Water Solutions Private Limited (SPV entity), has signed a concession agreement with Ghaziabad Nagar Nigam (GNN) with the state of Uttar Pradesh, for a new 40 MLD Tertiary Treatment Plant (TTP) under Hybrid Annuity Model (HAM). Under a Design-Build-Operate (DBO) contract with SPV worth INR 594 Crore, WABAG will construct the new plant over two (2) years and operate the facilities, including the existing upstream 56 MLD Sewage Treatment Plant up to a period of fifteen (15) years following the start of commercial operations. The construction phase of the project will be co-funded by the client through one of the first municipal Green Bonds in India for a water treatment plant.

Ghaziabad TTRO will be the largest plant of its type under HAM in India and will contribute to a sustainable water Management. It is the second TTRO plant

from WABAG following the 45 MLD TTRO plant at Koyambedu, Chennai in the State of Tamil Nadu which was commissioned in 2019 and is being operated by WABAG till 2035.

The Tertiary treatment plant is similar to the Koyambedu TTRO Plant and will process treated wastewater from an existing 56 MLD STP to produce industrial-grade water. This reclaimed water will be used by industries located in Sahibabad Industrial Estate in the Ghaziabad Municipal area. Upon commissioning of the new plant, the industries will be mandated to use the TTRO treated water, instead of presently used ground water, which is already depleting fast.

Another major success that further strengthens WABAG’s position as a leading water recycling expert, the project will receive funds from green bonds, which is first of its kind in the country. Ghaziabad Nagar Nigam is debt-free and has maintained a revenue surplus position in the last few years, according to India Ratings.

KANPUR CETP - INDIA

Your Company is currently executing INR 520 Crore 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 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.

Work is in full swing and the Common Effluent T reatment Plant (CETP) is expected to be commissioned by early next year.

DHAKA WATER SUPPLY & SEWERAGE AUTHORITY - SEWAGE TREATMENT PLANT - BANGLADESH

We are pleased to report that your Company has secured a breakthrough project in a new country, Bangladesh. This prestigious project is going to be executed for Dhaka Water and Sewerage Authority. The 200 Million litres per day (MLD) Pagla Wastewater project was secured amidst tough global competition. This is a first of its kind project in Bangladesh where bio gas engines will be used to generate power from the digested sludge. The project has an execution period of 40 months followed by 60 months (5 years) of Comprehensive Operation and Maintenance. This project is funded by the World Bank, Asian Infrastructure and Investment Bank (AIIB) and the Government of Bangladesh. The total project value is about INR 800 Crore.

The state of the art wastewater facility will be based on the activated sludge process using lamella clarifiers to ensure that the land utilization is optimised, further the plant will have odour control facilities to ensure an odour free environment. The sludge produced from the process will then be digested and the methane gas produced by this process of digestion will then be fed to Bio Gas engines to produce captive power. This power generated will cover upto 40% of the power required for operating this plant. The plant will be executed under the strict guidelines on ESG published by the World Bank which is in line with your company’s internal ESG goals also.

Your Company has a stated objective of focusing on wastewater treatment, securing more international orders in new territories and focus on jobs funded by multilateral funding organizations. This project falls into this sweet spot and is a testament to our commitment to walk the talk.

300 MLD INDEPENDENT STP AT NEW JEDDAH AIRPORT- SAUDI ARABIA

This project to execute the 300 MLD Jeddah Airport 2 Independent Sewage Treatment Plant (ISTP) at Jeddah, Saudi Arabia is a repeat order for your Company in Saudi Arabia secured through Saudi Services for Electro Mechanical Works Company (‘SSEM’).

This plant, designed to treat 300 MLD is expandable to 500 MLD of wastewater treatment, will be built by your Company with the state-of-the-art NEREDA® technology for the first time in the region, a sustainable and cost-effective wastewater treatment technology that purifies water using the unique features of aerobic granular biomass for SSEM.

The project is progressing well and pre commissioning is completed. The project is under the final commissioning stage and performance test is to be completed.

Your Company is extremely delighted to be part of the Vision 2030 of the Kingdom of Saudi Arabia that encourages private sector participation in achieving its economic development goals. In partnership with SSEM, your Company is happy to develop this sustainable wastewater infrastructure with the latest technology to be deployed for the first time in the region. This project will further expand your Company’s growing footprint in the Middle East region.

JUBAIL STP PROJECT - SAUDI ARABIA

This STP project in the Kingdom of Saudi Arabia is to Design and Build a large scale sewage treatment plant, capacity 120 MLD for Jubail Industrial City for a total contract value of around half a billion Saudi Riyals equivalent to approx. USD 126 Million. This STP project in Saudi Arabia being implemented for MARAFIQ, is progressing well and has successfully achieved Completion of performance tests and we have obtained COIA (Certificate of Initial Acceptance). The works have progressed well with utmost focus on HSE where the project has achieved major milestone of 7.3 Million safe man-hours. Focus now is on to complete the one (1) year Defects liability period and obtain COFA (Certificate of Final Acceptance by early 2024).

This EPC project from Pubic Works Authority (ASHGAL) is for rehabilitation of South Doha Sewerage Treatment facility using clarification, filtration and aerobic digestion technologies to treat additional sewage which will be generated from the football stadium built for the FIFA World Cup 2022. This breakthrough EPC order includes rehabilitation of the existing plant while simultaneously operating it till the plant is constructed for new capacity.

In this project, detailed engineering is completed, all long lead materials have been ordered and delivered to site. Non-process unit rehabilitation work is completed and handed over. Process unit’s rehabilitation work is progressing well and smoothly in sync with Client’s operations team requirement. Civil works for new unit’s Digesters, Side Stream Filtration unit, Bulk Chemical storage completed and MEICA works also have progressed significantly.

ZARAT PROJECT - TUNISIA

This project from SONEDE is to Design and Build a 50 MLD Sea Water Desalination plant in Tunisia, expandable upto 100 MLD. The project is a DBO contract, funded by KfW Germany and will be built using State of the Art Sea Water Reverse Osmosis with energy recovery system.

The project has progressed well with engineering and order nearing completion, civil works at site in full swing, equipment deliveries and installation commenced, MEICA items deliveries to site commenced with majority of items are at advanced stage of manufacturing completion. Intake and outfall pipes delivered to site.

PUBLIC UTILITIES BOARD (PUB) - SINGAPORE

The Public Utilities Board (PUB) has awarded WABAG the contract to replace polymer membranes at the Chestnut waterworks with ceramic membranes. The project is valued at 17 Million Euros (INR 140 Crore) and involves replacing membranes for the water treatment plant with a total capacity of 300 MLD, as well as pipeline and construction work. This is a significant milestone for WABAG as it will be our first reference plant for ceramic membranes.

AGCC - RUSSIA

Your Company has consolidated its market position in the Oil and Gas sector further, by securing a breakthrough Engineering and Procurement (‘EP’) order from Amur Gas Chemical Complex LLC.,

(‘AGCC’) in Russia. AGCC is a joint venture of SIBUR Holding Russia and China Petroleum & Chemical Corporation (‘Sinopec’), China. AGCC is set to become one of the world’s largest basic polymer production facilities.

WABAG shall be the technology and system integrator for the Integrated Treatment Facilities (Waste Water Treatment unit). WABAG shall deploy advanced technologies to treat waste water streams. The facility will have a concentrate evaporator unit to maintain Zero Liquid Discharge (ZLD) and the sludge will be de-watered and dried. The facility will be designed to Recycle & Reuse the waste water released from the petrochemical unit, substituting about 25% of the raw water intake requirement. The deployment of ZLD and Recycle & Re-use makes the facility environmentally friendly and meets stringent environmental regulations.

WABAG shall perform the scope of Design, Engineering, Procurement, Supply and Supervision of the facilities during erection and commissioning including process and technology equipment, piping system, electrical, instrumentation / control systems and building and architectural materials.

This technology dominant breakthrough order in the CIS region, especially in the Russian Federation also marks WABAG’s largest order in the Oil and Gas sector. This order from a marquee customer in the Oil and Gas sector, re-affirms our technological superiority and execution excellence, built over the years. Your Company is proud to have secured this contract amidst stiff international competition and we are confident that this project will be another landmark reference for your Company. As on March 31, 2023, the project has achieved a cumulative progress of over 35%.

PUROLITE S.R.L, ROMANIA

WABAG Water Services S.R.L., Romania (‘WABAG Romania’), our European subsidiary, secured a repeat order from Purolite S.R.L, Romania (‘Purolite’) worth about INR 260 Crore (EUR 30 Million) towards upgrading the Industrial Wastewater Treatment Plant (‘WWTP’) in Romania. The contract will be an Engineering & Procurement (‘EP’) scope contract which includes design & engineering, equipment supply, installation, commissioning and start-up of the Purolite Victoria WWTP. The project is scheduled to be executed over a 24-month period.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Your Company being one of the top 1000 listed entities (by market capitalisation) had been reporting the Business Responsibility report upto the financial year ended March 31,2022. The SEBI vide its circular dated May 10, 2021, had introduced a new reporting requirement on Environmental, Social and Governance (ESG) parameters called the “Business Responsibility and Sustainability Report” (BRSR), which is intended towards having quantitative and standardised disclosures on ESG parameters to enable comparability across companies, sectors and time which will be helpful for investors to make better investment decision for the listed companies which is being mandatory for the top 1000 listed companies as per market capitalisation. Hence for the FY 2022-23, your Company has adopted the BRSR mechanism as part of its business and the said BRSR forms part of this Annual Report.

POLICIES OF THE COMPANY

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. Some of the key policies adopted by your Company are as follows:

1) Code of Conduct for Board Members and Senior Management Personnel

2) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Policy for identifying legitimate purpose

3) Corporate Social Responsibility Policy

4) Dividend Distribution Policy

5) Nomination, Evaluation & Remuneration Policy

6) Policy for Determination of Materiality for Disclosure of Events or Information

7) Policy on Determining Material Subsidiaries

8) Policy on Preservation and Archival of Documents

9) Policy on Materiality of Related Party Transactions & on dealing with Related Party Transactions

10) Whistle Blower Policy

11) Risk Management Policy

12) Sustainability Policy

13) Policy on Cyber Security Data Privacy

14) Equal Opportunity Policy

15) Policy on Business Responsibility and Sustainability Reporting

16) Policy on Grievance Redressal

17) Policy on Preferential Procurement

18) Policy on Human Rights

The aforesaid policies can be viewed in your Company’s website under “Polices/Codes” section in the link namely https://www.wabag.com/compliances/

The Code of conduct for Prevention of Insider Trading, Prevention of Sexual Harassment (POSH) policy and other policies etc., are available on the Company’s intranet portal.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Your Company, being a professionally managed Company, is functioning under the overall supervision and guidance of the Board consisting of six (6) Directors consisting of three (3) Independent Directors including an Independent Woman Director, one (1) Non - Executive Non - Independent Director and two (2) Executive Directors. The changes to the position of Directors and Key Managerial Personnel during the period from April 01,2022 till the date of this report are as follows:

1) Mr. Pankaj Sachdeva ceased as the CEO - India Cluster (Key Managerial Personnel) of the Company w.e.f September 30, 2022; on account of attaining superannuation. He further continued to remain in the services of the Company till March 31, 2023 enabling smooth and efficient leadership transfer.

2) Mr. Shailesh Kumar was appointed as Key Managerial Personnel w.e.f. May 27, 2022 and subsequently as CEO-India Cluster (KMP) w.e.f. October 01,2022.

3) Mr. R. Swaminathan resigned as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company w.e.f. October 07, 2022;

4) Mr. Anup Kumar Samal was appointed as the Company Secretary & Compliance Officer (Key Managerial Personnel) of the Company w.e.f. December 07, 2022;

5) Mr. Rajiv Mittal, was re-designated as the Chairman & Managing Director (Key Managerial Personnel) of the Company, w.e.f. December 07, 2022;

6) Mr. Pankaj Malhan was appointed as the Deputy Managing Director and Group Chief Executive Officer

(Key Managerial Personnel) of the Company, w.e.f.

December 07, 2022;

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

In accordance with the provisions of the Act read with the Rules made thereunder, SEBI LODR and the Articles of Association of the Company, the Independent Directors and the Managing Director of the Company are not liable to retire by rotation.

In order to comply with the provisions of Section 152 of the Act read with rules issued thereunder, Mr. Amit Goela, (DIN: 01754804) Non-Independent Non-Executive Director, who was appointed by the Members of the Company at the 26^th AGM held on August 25, 2021 for a period of three (3) years, has to be considered to retire by rotation at the ensuing 28^th Annual General Meeting (AGM) and he being eligible, offers himself for re-appointment. A brief profile of Mr. Amit Goela is given in the notice convening the 28^th AGM of the Company. The Board of Directors of your Company recommends his re-appointment.

INDEPENDENT DIRECTORS

The Members of the Company at the 25^th AGM held on September 23, 2020, had approved the appointment of Mrs. Vijaya Sampath (DIN: 00641110), as an Independent Director (Woman Independent Director) of the Company to hold office for a period of three (3) consecutive years from July 31, 2020 upto July 31, 2023. The Board of Directors of your Company at their meeting held on May 19, 2023, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members at the ensuing Annual General Meeting, considered and approved the reappointment of Mrs. Vijaya Sampath (DIN: 00641110), as an Independent Director (Woman Independent Director) of the Company for a second term of five (5) years w.e.f. August 01,2023 to July 31,2028 who shall not be liable to retire by rotation.

The Members of the Company at the 26^th AGM held on August 25, 2021, had approved the appointment of Mr. Ranjit Singh (DIN: 01651357), as an Independent Director of the Company to hold office for a period of three (3) consecutive years from November 11,2020 upto November 11, 2023. The Board of Directors of your Company at their meeting held on May 19, 2023, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members at the ensuing Annual General Meeting, considered and approved the re-appointment of

Mr. Ranjit Singh (DIN: 01651357), as an Independent Director of the Company for a second term of five (5) years w.e.f. November 12, 2023 upto November 11, 2028 who shall not be liable to retire by rotation.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

All Independent Directors of your 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 SEBI LODR. Your Company has received necessary declarations from the Independent Directors in this regard.

REAPPOINTMENT OF THE INDEPENDENT DIRECTORS

Your Board seeks approval from the Members for the said re-appointments of Mrs. Vijaya Sampath and Mr. Ranjit Singh. Your Company has received requisite notice in writing from the Members proposing their candidature. The brief profile of said Directors proposed to be re-appointed along with other requisite information have been outlined in the Notice convening the 28^th AGM of the Company.

EXECUTIVE DIRECTORS

The Members of the Company at the 23^rd AGM held on August 10, 2018, had approved the re-appointment of Mr. S. Varadarajan (DIN: 02353065), as the Whole Time Director of the Company to hold office for a period of five (5) years w.e.f. June 01,2018 who is also the Chief Growth Officer (CGO) and one of the Promoter of the Company. The Board of Directors of your Company at their meeting held on May 19, 2023, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members at the ensuing Annual General Meeting, considered and approved the re-appointment of Mr. S. Varadarajan (DIN: 02353065), as the Whole Time Director & Chief Growth Officer of the Company for a further period of five (5) years w.e.f. June 01,2023 to May 31,2028.

Further, the Board of Directors had approved the re-designation of Mr. Rajiv Mittal as the Chairman & Managing Director (Key Managerial Personnel) of the Company, w.e.f. December 07, 2022 subsequent to the appointment of Mr. Pankaj Malhan as the Deputy Managing Director and Group Chief Executive Officer (Key Managerial Personnel) of the Company, w.e.f. December 07, 2022, based on the recommendations of the Nomination and Remuneration Committee.

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

During the FY 2022-23, there were no new Independent Directors appointed to the Board. With regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment 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 on March 31, 2023 as per Section 203 of the Act, are as follows:

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

b) Mr. S. Varadarajan, Wholetime Director and CGO;

c) Mr. Pankaj Malhan, Deputy Managing Director and Group Chief Executive Officer;

d) Mr. Skandaprasad Seetharaman, Chief Financial Officer;

e) Mr. Shailesh Kumar, CEO - India Cluster;

f) Mr. V. Arulmozhi, CFO - India Cluster;

g) Mr. Anup Kumar Samal, Company Secretary and Compliance Officer.

BOARD DIVERSITY

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

The Company recognises and sets out the approach to have diversity on 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 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, in accordance with the provisions of the Act and SEBI LODR, laid down the manner in which formal annual evaluation of the performance of the Board, Committees, Individual Directors and the Chairman to be made.

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. The digital evaluation was carried out based on the responses sought from the Directors by way of an organised 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 Nomination and Remuneration Committee of the Board carried out a separate exercise to evaluate the performance of Individual Directors. The Independent Directors and other Directors of the Company carried out the performance evaluation of the Board and its Committees, Individual Director and Chairman at their Meeting held during FY 202223. The report on Corporate Governance forming part of this Annual Report covers details of the evaluation process and other requisite information.

FAMILIARISATION PROGRAMME

As part of Familiarisation Programme, your Company conducts various programms, 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 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 Familiarisation Programme are explained in the Report on Corporate Governance and are available on the Company’s website at link https://www.wabag.com/ compliances/.

APPOINTMENT OF DIRECTORS

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

In addition, the Nomination and Remuneration Committee 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 & COMMITTEES

The Board of Directors of your Company comprises of the following Directors as on the financial year ended March 31, 2023:

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

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

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 Corporate Governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

As on March 31, 2023, the Board of your Company has following key Committees 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 Committee.

The Audit Committee of the Board comprises three (3) Independent Directors and one (1) Executive Director viz., Mr. Milin Mehta, Chairman of the Committee, Mr. Ranjit Singh, Mrs. Vijaya Sampath and Mr. Rajiv Mittal, Members of the Committee.

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 utilisation of funds for the CSR activities.

f) Capital Allocation Committee (formerly Overseas Investment Committee) inter - alia, to scrutinise, 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 Financial Statements of the Annual Report for investment made by Company in Overseas Direct Investment (ODI) entities.

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 are sent to all the Members of the Committees for their comments, if any. The approved minutes are signed and certified minutes are shared with

the Board and respective Committees and tabled at the subsequent meeting of the Board of Directors/Committees.

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

During the FY 2022-23, the Board of Directors of your Company met seven (7) times through physical and video conferencing/other audio visual means on May 27, 2022, August 10, 2022, November 11,2022, November 25, 2022, December 07, 2022, February 10, 2023 and March 17, 2023. 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 to the best of its knowledge and belief and according to the information and explanations obtained, your Directors make 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 POLICY

The Board of Directors of your Company had implemented 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 Remuneration 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 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. 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 EXECUTIVE DIRECTORS

The remuneration of the Executive Directors consists of fixed component and variable performance based on specific KPIs (Key Performance Index) and KRA (Key Results Area) agreed 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 NON-EXECUTIVE DIRECTORS

The Non-Executive Directors are paid remuneration in the form of commission subject to overall ceiling limits prescribed under the Act and the Members approval. The Board can determine different remuneration for different Directors on the basis of their role, responsibilities, duties, time involvement etc. The Company has no pecuniary relationship with Non-Executive Directors except for the commission paid to them.

KMP/ SENIOR MANAGEMENT/ OTHER EMPLOYEES

The remuneration of Key Managerial Personnel (other than Executive Directors) and any revision thereof, shall be approved by the Board in accordance with the Nomination, Evaluation and Remuneration Policy of the Company and internal policy of the Company which consists of fixed and variable pay includes salary, benefits, perquisites, provident fund etc. The Chairman & Managing Director and Whole Time Director & CGO carry out the overall performance evaluation of 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 will be paid remuneration/ any revision thereof.

POLICY ON PRESERVATION & ARCHIVAL OF DOCUMENTS

In accordance with Regulation 9 read with 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. 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.

EMPLOYEES STOCK OPTION SCHEME (ESOP)

Your Company does not have any existing ESOP scheme as on date of this report.

PARTICULARS OF 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 maintained 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 organisation.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

Your Company has constituted Internal Complaints Committee under POSH, which comprises six (6) Members, majority being women members including one (1) external woman representative.

All employees viz. permanent, consultant, contractual, temporary and trainees are covered under your Company’s Policy on Prevention of Sexual Harassment.

During the year under review, your Company had received one (1) complaint for Sexual Harassment at workplace. An Annual Report comprising details of complaints received, disposed off and pending at the end of the calendar year

i.e. December 31, 2022 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 23^rd AGM held on August 10, 2018 had 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 23rd AGM until the conclusion of the 28^th AGM of the Company to be held in the calendar year 2023.

The Statutory Auditors of the Company have submitted Independent Auditors’ reports for FY 2022-23 and is forming part of this Annual Report. The Auditor’s Report on Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remark.

The Board of Directors of the Company, as recommended by the Audit Committee had approved the re-appointment of M/s Sharp & Tannan, Chartered Accountants, Chennai (Firm Regn No: 003792S) as the Statutory Auditors of the Company for another 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.

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 2022-23. 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 2022-23 will be placed before the Members of the Company at the ensuing AGM.

The cost records, as applicable to the Company are maintained in accordance with the Section 148(1) of the Act.

C. Secretarial Auditor

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 2022-23. 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 Auditor is enclosed as Annexure II to the Board’s Report.

Your Board has appointed M/s M Damodaran & Associates LLP, Practicing Company Secretaries, Chennai as the Secretarial Auditor of the Company for FY 2023-24.

D. Internal Auditors

Your Company has a robust Internal Audit function comprising of Corporate Assurance Department of the Company (internal staff) and M/s PKF Sridhar & Santhanam LLP, Chartered Accountants (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, Chennai, (Firm Regn. No - 003990S/ S200018) was appointed as Internal Auditors of the Company to conduct the Internal Audit for the FY 2022-23. The Internal Audit function 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.

M/s PKF Sridhar & Santhanam LLP, Chartered Accountants along with the Corporate Assurance Department of the Company conducts the Internal Audit as Internal Auditors of the Company for the FY 2023-24.

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

a) During the FY 2022-23, your Company had invested in the following securities of DK Sewage Project Private Limited, Subsidiary Company:

• INR 3,58,00,000/- consisting of 35,80,000 Equity Shares of face value of INR 10/- each and allotted on March 28, 2023

• INR 7,42,00,000/- consisting of 74,20,000 Non -Convertible Debentures (Series A NCD) of face value of INR 10/- each and allotted on March 28, 2023

• INR 3,31,00,000/- consisting of 33,10,000 Non -Convertible Debentures (Series A NCD) of face value of INR 10/- each and allotted on March 29, 2023

b) During the FY 2022-23, your Company had invested in the following securities of Ghaziabad Water Solutions Private Limited, Subsidiary Company:

• INR 1,70,00,000/- consisting of 17,00,000 Equity Shares of face value of INR 10/- each and allotted on March 28, 2023

• INR 21,00,00,000/- consisting of 2,10,00,000 Non - Convertible Debentures (Series A NCD) of face value of INR 10/- each and allotted on March 28, 2023

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

As on the financial year ended March 31, 2023, the Board of Directors of your Company had considered and approved following decisions with respect to Subsidiaries, Joint Ventures and Associate entities:

a) Approval for closure of place of business (Branch office) in Tanzania and accordingly the Registrar of Companies of the Republic of Tanzania had approved the same vide its order dated April 20, 2023;

b) Approval for strike off of Thoothukudi Renew Waters Private Limited, India, Associate Company which is under process;

c) Approval for closure of Wabag Limited, Thailand, Subsidiary Company through the process of voluntary liquidation, which is under process;

d) Approval for sale of “VA Tech Wabag Brno Spol S.R.O, Czech Republic” and ceased to be a subsidiary on March 10, 2023;

e) Closure of Macau Branch of VA TECH WABAG GmbH (Austria);

f) Approval of the proposal for opening branch office in Bangladesh for Pagla project;

g) Registration of Joint Venture agreement in Chennai for Perur project; and

h) Approval for 100% stake sale of Wabag Wassertechnik AG, Switzerland, Subsidiary Company.

Your Company has 21* subsidiaries, associates and Joint Venture entity 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.

*During the Financial year:

• VA Tech Wabag Brno Spol S.r.o, Czech Republic has sold its 100% stake to a Local Partner on March 10, 2023;

• Wabag Limited, Thailand filed its liquidation and dissolution application on March 30, 2023;

• Thoothukudi Renew Waters Private Limited has filed the application on February 21, 2023 with the Registrar of Companies, Chennai, Ministry of Corporate Affairs, for striking off of name of the company as per Section 248 of the Act.

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, 2023 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 form 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 under Investors Section.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties by the Company, 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 suitable noting/approval. Amended Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the Company’s website www.wabag.com.

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

Your Company, over the years has expanded its global reach through Overseas Direct Investments (ODI), either through Subsidiaries, Associates and Joint Venture Entities. In addition, your Company also executes projects in overseas geographies through establishment of a branch or other permanent establishment (PE) models.

As on March 31, 2023, the aggregate equity investments in such ODI entities amounted to INR 60.54 Crore as against INR 25.30 Crore as on March 31, 2022. The increase in investment was primarily on account equity infusion in to M/s. Wabag Muhibbah JV Sdn. Bhd, Malaysia, the Special Purpose Vehicle (SPV) for execution of RAPID Petronas Malaysia project.

The equity infusion was necessitated to fund the closing costs of the project. The RAPID Petronas Malaysia project is one of the largest orders in history of the Company to build a Effluent Treatment Plant for PETRONAS’ Refinery and Petrochemicals Integrated Development (RAPID) Project in Pengerang, Johor. All other ODI entities operated their businesses from internal accruals and did not require any incremental fund infusions.

As on March 31, 2023, the aggregate guarantees in such ODI entities amounted to INR 36.49 Crore as against INR 60.35 Crore as on March 31, 2022, with the reduction primarily driven by completion of warranty obligations in the ODI entities.

Your Company has not provided any loan to its ODI entities during the year.

Your Company’s international presence has benefited in both monetary and non-monetary aspects. During the FY 202223, overseas entities and projects contributed to ~47% of the consolidated revenues. Our International projects allows us to deploy advanced technology, enables contributing to the

foreign exchange proceeds in to India, better working capital cycles and lower finance costs on account of PCFCs.

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 customized and innovative technological solutions to our customers at competitive cost.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company’s CSR Committee comprises, Mrs. Vijaya Sampath (Chairperson) (DIN: 00641110), Mr. Amit Goela (DIN: 01754804), Mr. Rajiv Mittal (DIN: 01299110) and Mr. S. Varadarajan (DIN:02353065) as the Members. The Committee is responsible for formulating and monitoring the CSR policy of the Company.

Pursuant to Section 135(4) of the Act, 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.

This policy is available on the Company’s website in the following link: https://www.wabag.com/compliances/.

In terms of Section 135 of the Act read with CSR Rules and in accordance with CSR Policy and in accordance with the Annual Action Plan, your Company allocated a limit equivalent to 2% of the average net profits of its three (3) immediately preceding Financial years for implementation of CSR activities. During the year under review, your Company spent a sum of INR 114.82 Lakhs towards CSR projects implementation.

Pursuant to the provisions of Section 135(6) of the Companies Act, 2013, there was no unspent amount for the FY 2022-23 pertaining to ongoing projects which has to be transferred to a separate bank on or by April 30, 2023.

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

i. Livelihood Support Programme at Kolkata - On going Project;

ii. Chennai City Sanitation Plan - On going Project;

iii. Project under Industry Partnership Model (CSR Project under Apprenticeship Act) - Other than On-going Project;

During the FY 2022-23, the Company has spent an amount of INR 114.82 Lakhs towards the above mentioned projects.

The details of the aforesaid projects are covered in the annual report on our 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 relationships with the key the Stakeholders and Customers.

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

a) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water for the community;

b) Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently-abled and livelihood enhancement projects;

c) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

d) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal Welfare, agro-forestry, conservation of natural resources and maintaining quality of soil, air and Water;

e) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art;

f) Contribution to any fund set up by the Central Government for socio-economic development, disaster relief and for any other purpose for which these funds are allocated and utilised;

g) Contribution of funds provided to technology incubators located within academic institutions which are approved by the Central Government for CSR purposes;

h) Rural Development Projects;

i) Setting up facilities related to pandemic illnesses like COVID-19, health infrastructure for COVID care, establishment of medical oxygen generation and storage plants, ‘manufacturing and supply of Oxygen concentrators, ventilators, cylinders and other medical equipment for countering pandemics’.

j) 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 our CSR activities is enclosed as Annexure IV to the Board’s Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 186 of the Act and Schedule V of the SEBI LODR the details of loans, guarantees and investments, as on March 31, 2023, are given in the notes to the Financial Statements of the Company.

INTERNAL CONTROL / AUDIT & ITS ADEQUACY

Your Company has built robust control system upon which the internal controls are built to mitigate the risks. Under the controlled environment; Company’s policies, procedures and standards are developed to uphold control across the organisation. Adequate internal controls are in place to commensurate with 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 industry best practices.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The Act, re-emphasises 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. 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 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 Companies (Indian Accounting Standard) Rules, 2015. These are in accordance with 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 transactions, integrity and reliability of 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 analyse the performance and take corrective action, wherever required;

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

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 4 (four) Directors out of which 2 (two) are Independent Directors and 2 (two) 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 reputable organisations, distinguished bodies and clients for achievements in CSR, sustainable solutions, project completion etc.

Please refer this Annual Report for the details of the rewards and recognition achieved by the Company globally during the FY 2022-23.

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

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.

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.

Annual Return: In accordance with Section 134(3)(a) read with Section 92(3) of the Act, a copy of the annual return in the prescribed format is available on the Company’s website in the following link: https://www.wabag.com/compliances.

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

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.

Differential rights: The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

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

QUALITY, HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION (QHSE)

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

SUSTAINABILITY INITIATIVES

Sustainability is a key mantra for your Company. Globally, your Company is actively involved in providing sustainable solutions for the future that are eco-friendly and renewable in nature. Your Company’s contribution towards sustainability is constantly driving in nature as is reflected throughout this report and forms an integral part of our business.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to the Act and SEBI LODR, 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 consists of a dedicated email-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 showcased its commitment to creating a green earth for over nine (9) 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 97% of the

total power requirement of our headquarters in Chennai is derived from wind energy, thereby bringing down energy cost by 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 re-certified as a platinum rated green building by Indian Green Building Council (IGBC). Other initiatives taken by your Company 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 being disposed for recycling through Pollution Control Board (PCB) authorised re-cycler;

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

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

• Introduction of e-Tender process for sourcing materials in our procurement function as a step towards digitisation.

2. Digitisation: Moving forward on its commitment towards a Green Planet for future generations and in furtherance of digitisation commitment to Go-Green initiative of the Government, the 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.

Your Company 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.

3. Breathing life into lifelines: Clean water and rejuvenated rivers are key to enhancing the Green cover on Planet Earth. WABAG has been playing an integral role to ensuring this by collaborating with Governments worldwide. In India particularly, WABAG 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.

4. Contributing to a Circular Economy: In an

era where sustainable development has become imperative, the concept of a circular economy has gained significant traction, VA TECH WABAG, has emerged as a frontrunner in promoting the principles of the circular economy. Through pioneering and innovative solutions WABAG has made remarkable contributions towards achieving a more circular and sustainable future.

Equipped with innovative technologies, today WABAG-built STPs are serving as centres for resource recovery, extracting valuable resources from wastewater such as treated wastewater for non-potable purposes, renewable energy from biogas, and nutrient-rich fertilizer. Thus, WABAG enables STPs to play an important role in the circular economy, transforming wastewater treatment into a sustainable and resource-efficient process.

Setting the precedent for Circular Economy more than 15 years ago, WABAG built and operated the Kodungaiyur Power-Neutral WWTP in Chennai, which holds the record of being the 1st WWTP in India to complete 110,000 hours on a single gas engine. The plant utilizes the Biogas generated from sludge digestion to generate Green Energy which is in-turn used to power the plant, thus rendering it Power-Neutral and independent of Grid Power. Similarly, our Dinapur WWTP in Varanasi, is the 1st and largest WWTP under the prestigious Namami Gange Programme, which was dedicated to the nation by Hon’ble PM Shri Narendra Modi. The plant, based

on the Resource Recovery based Circular Economy model, is a power neutral WWTP, treating wastewater to restore the Aviralta & Nirmalta of river Ganga. A few other milestone plants build by WABAG on this concept are the K&C Valley WWTP at Bangalore, Karnataka, Pappankalan STP at New Delhi, Madinat Salman STP at Bahrain and the MARAFIQ WWTP at Jubail, Saudi Arabia.

WABAG believes ‘Water is too precious to be used just once’. Through its infrastructure for Recycle/Reuse, WABAG ensures that the used water is treated to the desired parameters and is put back into the water grid, thereby ensuring constant availability of water, simultaneously safeguarding our precious freshwater sources. Through its technologically advanced infrastructure equipped to treat and reuse the municipal as well as the industrial wastewater, WABAG is treating 27 million m3 of wastewater every day and recycling 2.5 million m3 of treated wastewater every day to reduce the load on freshwater sources and abate the environment pollution. Similarly, the WABAG built Power Neutral STPs are generating over 40 MWH of green energy every day.

At WABAG, we have many global references, which are great examples of implementation of cutting-edge technologies for promoting water recycle and reuse. The world’s first Direct Potable Reuse (DPR) plant at Namibia, the industrial effluent recycle and reuse plant at IOCL - Panipat and the Tertiary Treatment Reverse Osmosis (TTRO) plant at Chennai are a few time-tested references from WABAG.

WABAG has built the world-class water reuse plant (TTRO) at Koyambedu, one of the largest and the

technologically most advanced plants in India and treats the secondary treated municipal water up to potable water standards. The treated water is then supplied to Industrial Hubs in South Chennai via a 68km pipeline, effectively diverting 1600 Crore litres of freshwater annually for Domestic Consumption and assuring Industrial Water Security at all times. In Windhoek in 2002, WABAG built the world’s first Direct Potable Water Reuse Plant. With an advanced nine-step multi-barrier treatment system, secondary effluent is treated to high-quality drinking water.

WABAG has successfully completed one of the largest “Central Zero Liquid Discharge Plant”(CZLD) Plant of Steel Industry for NMDC Steel Ltd. at Jagdalpur, Chhattisgarh, India. The plant is equipped with state-of-the-art technologies like High-rate Solid Contact Clarifier (HRSCC), Dual Media Filter (DMF), Activated Carbon Filter (ACF), UV Disinfection System, Ultrafiltration System, Reverse Osmosis (RO), Multiple Effect Evaporator(MEE) to achieve zero liquid discharge. The recycled water is reused in the facility as make-up cooling water, making the production more sustainable and environmentally friendly.

ACKNOWLEDGEMENTS

Your Board of Directors thanks the Lenders, Banks, Financial Institutions, Business Associates, Customers, JV Partners, Government of India & Overseas Countries, State Governments in India, Regulatory & Statutory Authorities, Investors & Shareholders and other Stakeholders, Societies 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 its Subsidiaries.

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Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 23^rd Annual Report of the Company, together with the Audited Financial Statements for the financial year ended March 31, 2018.

Financial/ Operational Highlights

Your Company’s financial highlights for the year ended March 31, 2018 are summarized below:

Rs.in Crore

	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Gross turnover (Revenue from operations)	1,856	1,798	3,457	3,208
Profit before interest, tax & depreciation (EBITDA) excluding exceptional items	193	215	301	298
Profit before tax	174	126	224	179
Provision for tax	(57)	(51)	(77)	(67)
Profit after tax attributable to owners of the parent	117	75	132	102

Business Environment

During the financial year 2017-18, many major advanced economies witnessed modest economic growth. The Global GDP growth has been higher at 3.8% in 2017 as compared to 3.2% in 2016, which was mainly driven by recovery in investments and trade on account of accommodative policies and financing conditions, improved confidence, and strengthening of commodity prices.

Advanced economies grew 2.3% in 2017 (1.7% in 2016), while the Emerging Market and Developing Economies (EMDEs) grew 4.8% in 2017 (4.4% in 2016). India continues to remain as one of the fastest growing economy in the world backed by strong fundamentals and continued reform momentum which has been initiated by the Government over last couple of years. Being the first year of implementation of GST, all sectors faced certain issues relating to process of claiming GST Input credit and output GST discharge. As per the World Bank report, GST implementation is expected to yield substantial growth dividends from higher efficiencies and raise more revenues in the long run. GST introduction has resulted in cash flow stress on your Company mainly on account of certain delays in customer invoicing due to pending rate amendment finalization and amendment of contracts with customers pursuant to the change in law and uncertainties on the rate reduction in municipal contracts.

Company’s Performance

In the FY 2017-18, your Company continued to maintain momentum on key parameters, despite moderate global economic growth. Your Company’s consolidated turnover stood at Rs.3,457 Crore compared to its previous year turnover Rs.3,208 Crore recording a growth of 7.8 %. The Consolidated Profit after tax for the current financial year rose to Rs.132 Crore from Rs.102 Crore in the FY 17, thereby recording a growth of 29.4%. The Standalone revenues have increased to Rs.1,856 Crore in FY 2017-18 and the Standalone Profit after tax for the current FY stood at Rs.117 Crore as against Rs.75 Crore previous year. Your Company also achieved an order intake of Rs.3,193 Crore and its order book stood at Rs.7,743 Crore including framework contracts as at the year end. The Consolidated EPS was Rs.24.08 for the year ended March 31, 2018 as against Rs.18.82 in the previous year.

Dividend

Based on the Company’s performance and in line with the dividend policy of the Company your Directors are pleased to propose a dividend of Rs.4/- on every equity share of Rs.2/each (200%) for FY 2017-18. The dividend, if approved at the 23^rd Annual General Meeting (AGM), will be paid to those Members whose names appear in the register of Members of the Company as at the end of the day on August 3, 2018. With this recommendation of dividend, your Company has been consistent in paying dividend to its Members since the date of listing of its securities. The final dividend on equity shares, if approved by the Members would involve a cash outflow of Rs.22.85 Crore including dividend distribution tax, resulting in a payout of 19.53% of the Standalone profits of the Company for FY 2017-18.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI LODR”) the Board approved and adopted the Dividend Distribution Policy and the same is available on the Company’s website www.wabag.com.

Capital Structure

The issued, subscribed and paid up share capital of the Company stood at Rs.10.93 Crore as on March 31, 2018 as against Rs.10.91 Crore in the previous year. The increase in the paid up capital was on account of allotment of Equity shares of the Company to its employees as per the Employee Stock Option Plan approved by the Members. The number of shares and date on which such allotment was made by the company are given below:

Month/Day/Year	No. of equity shares
Capital as on March 31, 2017	5,45,73,058
Addition during the year
May 25, 2017	4,666
August 9, 2017	17,035
November 8, 2017	57,231
February 9, 2018	5,400
Capital as on March 31, 2018	5,46,57,390

Unclaimed Dividend - Investor Education and Protection Fund (IEPF)

Your Company had declared its first dividend to the Members of the Company on July 15, 2011 after its Initial Public Offering (IPO) during the year 2010 and since then has been consistent in the dividend distribution every year to its Members. The details of dividend per share paid by the Company since 2011 are available at page no.34 of this Report.

In accordance with the requirements as set out in the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the Rules”), any dividend which is unclaimed by a Member(s) for a period of 7 consecutive years have to be transferred to IEPF Authority along with the corresponding shares held by the said Members in the respective financial year for which the dividend is unclaimed.

Your Company has been approaching the Members who have not yet claimed their dividend entitlements from the Company through various modes viz., reminder letters, mails, notices, calls, etc., based on their latest available address and requesting them to initiate necessary action for claiming such dividend(s) from the Company, before it is transferred to Investor Education Protection Fund account in accordance with the Rules.

Members who have not yet claimed their dividend entitlements can approach the Company or its Registrar and Share Transfer Agent (RTA) viz., Karvy Computershare Private Limited and obtain necessary information and clarification for claiming the unpaid dividend entitlements.

If the Members do not claim the unpaid or unclaimed dividends within a period of 7 years from the date of declaration of dividends, then such dividends shall be transferred to IEPF authority in accordance with the Rules.

The details of Members and their unclaimed dividend/equity shares liable to be transferred to IEPF are uploaded on the Company’s website www.wabag.com.

IPO Refund - Investor Education and Protection Fund (IEPF)

Your Company made its initial public offering during the year 2010. During the year, the unsuccessful allottees of the IPO who had paid subscription amount and not claimed such amount have been approached by the Company through various reminders and follow up action and helped certain allottees (who had responded to the Company) to get their refund entitlements and transferred the balance unclaimed amount of Rs. 1,70,300/- to the IEPF account as per IEPF Rules. The holder wise details of IPO refund amount transferred to IEPF and Details of unclaimed dividend/ equity shares liable to be transferred to IEPF are available on the Company’s website www.wabag.com.

Depository System

Your Company’s shares are in compulsorily tradable securities in electronic form. As on March 31, 2018, 99.99% of the Company’s total paid up capital representing 5,46,56,474 equity shares are in dematerialized form. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, Members holding shares in physical mode are advised to avail the facility of dematerialization from either of the depositories.

Management’s Discussion and Analysis

Management’s Discussion and Analysis forms an integral part of this report and gives details of the industry, economic developments, performance and state of affairs of the Company. A detailed report on the management’s discussion and analysis in terms of the provisions of regulation 34 of the SEBI LODR, is provided as a separate chapter in the annual report.

Key Projects Update

PETRONAS RAPID ETP PROJECT, Malaysia:

Petronas project is being executed by Company’s subsidiary viz., Wabag Muhibbah JV Sdn. Bhd., a company incorporated in Malaysia. The contract’s scope covers construction of a state-of-the-art water management system for treatment of effluent and waste water in the RAPID Complex. This is a large and complex oil & gas project and is progressing well. Currently, in an advanced stage of execution, the project is expected to be completed in FY 18-19 and will provide a significant reference to your Company.

AMAS STP PROJECT, Bahrain:

The scope of AMAS project in the Kingdom of Bahrain covers Design and Build of a Sewage Treatment Plant (STP) for Al Madina Al Shamaliya (AMAS), the new town being developed in Bahrain. AMAS is being developed for housing, recreational, and business activities purpose and will provide approximately 16,000 dwelling units. This STP plant with tertiary treatment will cater to the entire irrigation water requirements of all the 13 islands. Your Company partnered with Belhasa Projects LLC, UAE for executing this project. The plant has been mechanically completed and wet run of the plant is in progress. This project will provide a significant reference to your Company, given its complex construction on reclaimed land.

APGENCO KAKATIYA and RAYALASEEMA THERMAL POWER PROJECT, India:

Telengana State Power Generation Coporation Limited and Andhra Pradesh Power Generation Corporation Limited had placed orders for two 600 MW Thermal Power Plants - at Warangal and Cuddapah respectively. Due to financial issues faced by the erstwhile Consortium leader, WABAG took over leadership of the consortium from mid-2014 and assumed overall responsibility of completing the projects.

The performance guarantee test runs (PGTR) of the 600 MW plant in Warangal, Telangana was completed in FY 2017-18 and commercial operation date (COD) of the second 600 MW project in Cuddapah, Andhra Pradesh was also achieved in FY 2017 -18. These are critical completion milestones which will enable your Company to move closer to achieving financial closure of the projects.

DANGOTE PROJECT, Nigeria:

Your Company secured a repeat order from one of its key clients, Dangote group towards Engineering, Procurement, Commissioning & Testing of an ETP with Reverse Osmosis, Demineralization (RODM) & Condensed Polishing Unit (CPU) and Raw Water Treatment Plant (RWTP). The project involves treatment of toughest refinery effluent using latest technology, such as cyanide removal. This is a testimony of your Company’s focus on customer satisfaction, as this order was secured on the basis of execution excellence in the earlier contract from the customer. Your Company as part of this contract, is supplying its patented BIOPUR technology for the RODM package. The project is progressing on schedule with full momentum.

POLGHAWELA PROJECT, Srilanka:

The Project is to implement a new water supply scheme in Sri Lanka to cover the Alawwa - Polghawela - Pothuhera and part of Kurunegala Pradeshiya Sabha area by developing pipe water supply scheme & providing safe and reliable water enabling industrial development and economic growth. The contract scope covers construction of a weir across the river, a river intake system with a Raw Water Pumping station and pumping main to treatment plant, A 22,000m³/day treatment plant (upgradable to 29,000m³/day), 42 Km of clear water transmission from treatment plant to 6 storage Reservoirs spread across the project area and 320 Km length of DI/PVC Pipe distribution system.

The project is progressing well with the project Design phase in advanced stage and physical construction in progress with most of the major equipment ordering completed.

Corporate Governance

Corporate Governance deals with determining the ways for business analysis and taking business decisions by Management for the benefit of all stakeholders of the Company. Your Company has implemented several best corporate governance practices to enhance long-term shareholder value and respect minority shareholders’ rights in all our business decisions. Your Company, being committed to highest standards of corporate governance, ensures best practices throughout the business cycle and follows a transparent procedure in sharing timely information to all the stakeholders.

A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Schedule V of the SEBI LODR forms part of this Annual Report.

Policies of the Company

The Board of Directors of the Company have from time to time framed and approved various Policies as prescribed by the Companies Act, 2013 (‘the Act’) read with the relevant Rules issued thereunder and the SEBI LODR. These Policies and Codes are reviewed by the Board/ Committee and are updated, from time to time as warranted. Some of the key policies adopted by the Company are as follows:

S.No	Name of the Policy/ codes
1	Dividend Distribution Policy
2	Policy for Determination of materiality for disclosure of events or information
3	Code of Conduct for Board Members and Senior Management Personnel
4	Policy on preservation and archival of documents
5	Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
6	Related Party Transactions Policy
7	Policy on determining Material Subsidiaries
8	Whistle Blower Policy
9	Corporate Social Responsibility Policy
10	Nomination, Evaluation and Remuneration Policy

The above mentioned policies and codes are also available on the website of the Company www.wabag.com and Company’s intranet portal.

Business Responsibility Reporting (BRR)

Your Company strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting targets and improving economic performance to ensure business continuity and growth. As stipulated under the SEBI LODR, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms a part of this Annual Report. The Report provides an overview of initiatives taken by your Company.

Directors & Key Managerial Personnel

As on March 31, 2018, your Board comprises of 6 Directors including 4 Independent Directors.

During the year under review, the term of Jaithirth Rao (DIN: 00025289) as an Independent Director of the Company ended on July 27, 2017 and on his request, has not been re-appointed. The Board places on record its appreciation for the services rendered by Jaithirth Rao during his tenure as a Member of the Board and its Committees. As per the provisions of the Act, S Varadarajan, (DIN: 02353065) Director & Chief Growth Officer holding office under section 188(1)(f) liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. S Varadarajan joined the organization in 1997 and has held various roles in the organization during his tenure of over two decades. Pursuant to the provisions of Section 196, 197 & 203 of the Act, read with The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, the Board of Directors on recommendation of the Nomination and Remuneration Committee at their Meeting held on May 24, 2018, subject to the approval of Members at the ensuing Annual General Meeting, considered and approved the re-appointment of S Varadarajan (DIN: 02353065) as the Whole Time Director of the Company for a period of five years commencing from June 1, 2018 on the terms and conditions as mentioned in the Notice convening 23^rd AGM of the Company.

The Members at the 20^th AGM held on July 27, 2015, had appointed Malay Mukherjee (DIN: 02861065), as an Independent Director of the Company to hold office for three consecutive years for a term up to the conclusion of the 23^rd AGM of the Company to be held in the calendar year 2018. Your Board, on the recommendation of the Nomination and Remuneration Committee held on May 24, 2018, subject to the approval of Members at the ensuing Annual General Meeting, considered and approved the re-appointment of Malay Mukherjee (DIN: 02861065) as Independent Director of the Company for a period of four years from the conclusion of the ensuing AGM viz., August 10, 2018 who shall not be liable to retire by rotation, under section 149 of the Act.

Your Board seeks approval from Members for re-appointment of Malay Mukherjee (DIN: 02861065) as Independent Director under section 149 of the Act to hold office for 4 consecutive years and S Varadarajan (DIN: 02353065) as Whole Time Director under Section 196 & 197 of the Act to hold office for 5 consecutive years. Your Company has received requisite notice in writing from Member proposing Malay Mukherjee & S Varadarajan as an Independent Director & Whole Time Director respectively.

The brief resume of the two Directors and other related information have been detailed in the Notice convening the 23^rd AGM of the Company.

The Key Managerial Personnel (KMP) of the Company as per Section 203 of the Act, are as follows:

Rajiv Mittal, Managing Director & Group CEO

Parthasarathy Gopalan, Chief Financial Officer Pankaj Sachdeva, CEO- India Cluster R Swaminathan, Company Secretary During the year there is no change in the KMP

During the year, the Honourable National Company Law Tribunal (“NCLT”) had passed an Order initiating CIRP under IBC, 2016. Subsequently NCLT had, within a week’s time, recalled the orders issued against the Company initiating CIRP for certain contractual dispute between the Company and a subcontractor in a Project. The NCLT dismissed the subcontractor petition as withdrawn on account of mutual settlement and submission given by IRP. We thank all our valued investors, bankers, vendors, partners, analysts and esteemed clients for their unflinching support and trust responded in our credentials during this period.

Declaration by Independent Directors

Independent Directors of the Company provide declarations, both at the time of appointment and annually. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149 of the Act, and the SEBI LODR. The Independent Directors have also confirmed that they have complied with the Company’s code of conduct.

Board Diversity

Building a diverse and inclusive workplace is an integral part of WABAG’s culture. These principles are also applied to the composition of our Board. A diversified Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which is necessary for achieving sustainable and balanced development. Diversified Board enhances effective decision making and best utilization of the talent of Directors for the Business of the Company. The Nomination and Remuneration Committee sets out the approach to diversify the composition of the Board of Directors. Policy on Board Diversity forms part of Company’s Nomination, Evaluation and Remuneration Policy.

Board & Performance Evaluation

During the year under review based on the recommendation of the Nomination & Remuneration Committee, the process of seeking responses from Board, Committees and Individual Directors as well as the questionnaires were further strengthened, in line with guidance note on Board evaluation issued by SEBI. The Nomination and Remuneration Committee has put in place a robust framework for evaluation of the Board, Board Committees and Individual Directors. Customized questionnaires were prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. These questionnaires were circulated, responses received were analysed and the results were subsequently discussed by the Board. Recommendations arising from the evaluation process will be considered by the Board to optimize its effectiveness.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of SEBI LODR, the Board has carried out the annual evaluation of its own performance, the performance of the Directors individually as well as the evaluation of Committees of Board viz., Audit, Nomination and Remuneration, Stakeholders Relationship, Corporate Social Responsibility, Risk Management and Monitoring and Overseas Investment Committee. A separate exercise was carried out by Nomination & Remuneration Committee & Board to evaluate the performance of Board, Committees and that of individual Directors.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on various parameters viz., participation and contribution by a Director, commitment including guidance provided to the senior management outside the Board / Committee meetings, effective deployment of knowledge and expertise, effective management of relationship with various stakeholders, independence of behavior judgment etc. The performance evaluation of the Independent Directors were carried out by the entire Board except the presence of Directors under evaluation. The performance evaluation of the Chairman and Non-Independent Directors were carried out by the Independent Directors. The evaluation process has been explained in the Corporate Governance report.

Appointment of Directors and Remuneration Policy

The assessment and appointment of Members to the Board is based on a combination of criteria that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. A potential Board Member is also assessed on the basis of the independence criteria defined in section 149(6) of the Act, and Regulation 16(1)(b) of the SEBI LODR.

In compliance with the requirements of Section 178 (3) of the Act, the ‘Nomination and Remuneration Committee’ (NRC) of your Board had fixed the criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limit, qualification/ experience, areas of expertise and independence of the individual. The Committee had also approved the initial term of an Independent Director shall not exceed 3 years. Further, pursuant to provisions of the Act, the NRC of your Board has formulated the Nomination, Evaluation & Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of your Company, the salient features of which are disclosed in this report. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Independent Directors of the Company. Policy of the Company on Director’s appointment and remuneration as required under sub-section (3) of Section 178 of the Companies Act, 2013 are formulated by the Nomination and Remuneration Committee and is outlined in the Nomination, Evaluation & Remuneration policy of the Company.

Your Company’s current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board and separate the functions of Management and Governance. As on March 31, 2018, your Board consists of 6 Directors, majority of them being Independent Directors. Besides the Chairman who is an Independent Director, the Board comprises the Managing Director and Chief Growth Officer, both being promoters and 3 Independent Directors. Your Board periodically evaluates the need for change in its composition and size.

Number of Meetings of the Board & its Committees

During the FY 2017-18, the Board of Directors met 4 times i.e, May 25, 2017, August 9, 2017, November 8, 2017 and February 9, 2018. The gap between any two consecutive meetings of the Board of Directors of the Company was not more than 120 days, as prescribed under the Act. The details regarding composition, attendance of the Directors and other relevant details are set out in the Report on Corporate Governance which forms part of this Annual Report.

The Company has several Committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. As on March 31, 2018, the Board has 6 Committees, namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management & Monitoring Committee and Overseas Investment Committee. The details with respect to the composition, powers, roles, terms of reference, number of meetings, etc. of the Committees held during FY 2017-18 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance which forms part of this Annual Report. All the recommendations made by the Committees of the Board were duly accepted by the Board.

As prescribed under section 177(8) of the Act, the Audit Committee comprises of three Independent Directors viz., Sumit Chandwani (DIN: 00179100), Chairman of the Committee, B D Narang (DIN: 00826573) and Malay Mukherjee (DIN: 02861065).

Induction & Training of Board Members

Induction of any new member on the Board is the responsibility of the Nomination and Remuneration Committee of the Board, which consists entirely of Independent Directors. Given the existing composition of the Board, the need for new domain expertise is reviewed by this Committee. When such a need becomes apparent, the Committee reviews potential candidates in terms of their expertise, attributes, personal and professional backgrounds and their ability to attend meetings. The details of shortlisted candidates are then placed before the Board for its consideration. If the Board approves, the person is appointed as an Additional Director, subject to the approval of Members in the Company’s next General Meeting. Your Directors when inducted to the Board, are given introduction to the Company’s culture through orientation sessions. On appointment, the Director concerned is issued a letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed/ designated independent/ other Director is taken through a formal induction program including the presentation from the Managing Director & Group CEO, and other senior managerial personnel on the Company’s operations, marketing, finance and other important functions. The Company Secretary briefs the new Director about their legal and regulatory responsibilities as a Director. The induction for Independent Directors include interactive sessions with executive committee members, business and functional heads, visit to the plant site(s) etc. The above initiatives help the Director to understand the Company, its business and the regulatory framework in which the Company operates and equips him/ her to effectively fulfill his/her role as a Director of the Company.

On a periodical basis, presentations covering the business and performance updates of the Company and its Group, global business environment, risk management and mitigation, business strategy and plans are made at Board and Committee meetings

Directors Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, your Directors confirm that:

in the preparation of the Financial Statements of the Company, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

they have 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;

they have prepared the annual accounts on a going concern basis;

they have laid down internal financial controls which were adequate and are operating effectively; and

they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Remuneration Policy

The objective of the Remuneration 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 qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing the interests of Company’s stakeholders. Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of the Company and persons in the Senior Management & other employees of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Act, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). Your Company follows a compensation mix of fixed pay benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals are measured through quarterly & annual appraisal process. The policy also addresses Board diversity and outlines remuneration principles for Directors, KMP’s and other employees based on various evaluation criteria determined by the Nomination and Remuneration Committee including measuring their performance and achievement vis-a-vis the Company’s goals.

1. Board Members

The overall limits of remuneration of the Board Members including Executive Board members (i.e. Independent & Non Independent Directors etc.) are governed by the provisions of Section 197 of the Act, and the Rules made thereunder and shall be approved by the members of the Company and shall be subject to availability of profits of the Company. The Board shall determine the remuneration based on recommendation of the Committee, within the overall limit approved by the Members. The Board can determine different remuneration for different Directors on the basis of their role, responsibilities, duties, time involvement etc.

The remuneration of the Board members is based on the Company’s size & global presence, its economic & financial position, industry trends, compensation paid by the peer companies, etc. to ensure that the compensation reflects each Board member’s responsibility and performance.

The remuneration payable to Executive Directors shall consist of (a) Fixed Pay, which is payable monthly, and shall include basic pay, contributions to retirement benefits, house rent allowance or company-leased accommodation and other allowances as per the Company’s policy (b) Variable Pay (paid at the end of the Financial Year) directly linked to the performance of the individual Director (i.e. achievement against pre-determined KRAs), his/ her respective Business Unit and the overall Company’s performance (c) Long term incentive/ESOPs as may be decided by the Committee from time to time. The compensation payable to Independent Directors by way of commission is limited to fixed amount as determined and approved by the Board. The commission payable is based on the performance of the business/ function as well as qualitative factors. The commission is calculated with reference to net profits of the Company in the financial year subject to overall ceilings stipulated under Section 197 of the Act, .

2. KMP/ Senior Management & Other Employees

The remuneration of Key Managerial Personnel (other than Managing Director and Executive Director), shall be approved by the Board and any revision thereof shall be done as per the compensation and appraisal policy of the Company. The remuneration payable to key managerial personnel (other than Managing Director and Executive Director), senior management and other employees shall consist of (a) Fixed Pay, which is payable monthly and include basic pay, contributions to retirement benefits, house rent allowance or company-leased accommodation and other allowances as per the Company’s policy (b) Variable Pay (paid at the end of Financial Year) directly linked to the performance of the individual employee (i.e. achievement against pre-determined KRAs), his/her respective business unit and the overall Company’s performance.

Policy on Preservation & Archival of Documents

Your Company has framed a policy on “Preservation & Archival of documents” This Policy is intended to provide guidelines for the retention of records and preservation of relevant documents for such duration after which the documents shall be archived. This policy is implemented as per Regulation 9 read with Regulation 30(8) of the SEBI LODR for preservation of the documents inter alia to aid the employees in handling the documents efficiently either in physical form or electronic form. It not only covers the various aspects on preservation of the documents, but also archival and safe disposal/destruction of the documents. This policy is available on the Company’s website www.wabag.com.

Employees’ stock option scheme

During the year, there has been no change in the ‘Wabag’s Employees Stock Option Scheme 2010’. The scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014.

The Nomination and Remuneration Committee, inter alia administers and monitors the Company’s employees’ stock option scheme (ESOP Scheme) in accordance with the applicable SEBI (Share Based Employee Benefits) Regulations, 2014 (SEBI SBEB). During the year ended March 31, 2018, a total of 84,332 shares were allotted to eligible employees under the Company’s prevailing ESOP scheme. The details of the scheme as required under the SEBI Regulations are available on the Company’s website www.wabag.com.

The disclosures as stipulated under the SEBI Regulations as on March 31, 2018 is enclosed herewith as Annexure 1 to the Board’s Report. Your Company has obtained the relevant certificate issued by the Statutory Auditors of the Company confirming the implementation of the ESOP scheme in accordance with the SEBI Regulations and approval given by the members that the scheme has been implemented in accordance with the SEBI Regulations and the resolutions passed by the Members. The certificate would be placed at the AGM for inspection by the members.

Particulars of Employees

The table containing names and other particulars of Directors in accordance with the provisions of Section 197(12) of the Act, read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed herewith as Annexure II to the Board’s Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

Investor Relations

Your Company continuously strives for excellence in active engagement with international and domestic Investors. Structured conference calls and periodic Investors/ analyst interactions including one on one meetings, telephonic discussions, participation in investor conferences, quarterly earnings call and annual analyst meet with Managing Director and business heads were organized during the year.

Your Company always believes in leading from the front with emerging best practices in Investor Relations and building transparent communication with investors/analysts. Your Company also ensures that important information about the Company and schedule of meets is available to all the stakeholders by uploading all such information on the Company’s website.

Equal Opportunity/ Prevention of Sexual Harassment at Workplace Policy

The Company as an organization is committed to provide a healthy environment to all the employees and has a policy of ZERO tolerance towards discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment (POSH) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Regular communication and awareness about this policy is done through various programs to the employees. The Company has setup an Internal Complaints Committee (ICC) both at the registered office and at every location where it operates in India in accordance with the Act and has representation of men and women and is chaired by a senior woman member and has external woman representations. Workshops and awareness programs are organized for sensitizing the employees with the provisions of the Act and orientation programs for the members of the Internal Committee. The following is the summary of the complaints received and disposed of during the FY 2017-18:

a) No. of complaints received during the year: NIL

b) No. of complaints disposed of: NIL

c) No. of complaints pending : NIL

Auditors

A. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act, the tenure of the present Statutory Auditors M/s Walker Chandiok & Co. LLP, Chartered Accountants, Chennai shall come to an end at the conclusion of the forthcoming AGM. The Board on the recommendation of the Audit Committee proposed appointment of M/s Sharp & Tannan (Firm Registration No: 003792S) Chennai as the Statutory Auditors of the Company to hold office for a period of 5 consecutive years from the conclusion of 23^rd AGM till the conclusion of 28^th AGM to be held in the year 2023 on such remuneration as decided by the Board on recommendation by the Audit committee subject to the approval of Members. They being eligible have consented to be appointed as Statutory Auditors for conducting audit for a term of 5 consecutive years. The Company has received consent letter and certificate from the said auditors to the effect that, their appointment if made would be within the limits and term laid down by the Act and they are not disqualified for such appointment. The said auditors have confirmed, that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of ICAI.

The current auditors have submitted their report for FY 2017-18 and does not contain any qualification, reservation or adverse remark. The auditor’s report is enclosed with the financial statements in this Annual Report.

B. Cost Auditor

Section 148 of the Act, pertaining to audit of cost records is applicable to Company. Based on the recommendation of the Audit Committee, the Board has appointed K Suryanarayanan, Practicing Cost Accountant (Membership No.24946) to audit the Cost Accounts of your Company for the financial year ended March 31, 2018 on a remuneration of Rs.5 Lakhs per year.

C. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, and rules thereunder, M/s. M Damodaran (Membership No.F5837) of M/s. M Damodaran & Associates, Practicing Company Secretaries, Chennai was appointed to conduct the Secretarial Audit of the Company for the FY 201718. The Secretarial Audit Report for the FY 2017-18 is enclosed herewith as Annexure III to the Board’s report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has appointed M/s. M. Damodaran of M/s. M Damodaran & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the FY 2018-19.

D. Internal Auditor

Pursuant to the provisions of Section 138 of the Act and the Rules thereunder and Regulation 18(3) of the SEBI LODR and based on the recommendations of Audit Committee, your Board had appointed M/s PKF Sridhar & Santhanam LLP, Chartered Accountants, Chennai, (FRN -003990S/ S200018) as Internal Auditors of the Company to conduct the Internal Audit of the Company for the FY 2017-18. The Internal Auditor reports directly to the Audit Committee and makes comprehensive presentations at the Audit Committee meeting(s) on the Internal Audit Report.

Your Board has appointed M/.s PKF Sridhar & Santhanam LLP, Chartered Accountants, Chennai as Internal Auditor of the Company for the FY 2018-19.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government:

The Statutory Auditors, Cost Auditors, Secretarial Auditors, Internal Auditors of the Company have not 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

The WABAG Group companies continues to contribute to the overall growth in revenues and overall performance of the Company. The Company has 18 subsidiaries, 3 associates and a joint venture entity as on March 31, 2018. During the year, your Company has incorporated a subsidiary viz., M/s VA TECH WABAG BRAZIL SERVICOS DE AGUA E SANEAMENTO LTDA in the country of Brazil.

In accordance with Section 129(3) of the Act, Consolidated Financial Statements of the Company and all its subsidiaries forms part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC - 1 is enclosed herewith as Annexure IV to the Board’s report. The statement also provides the details of performance and financial position of each of the subsidiaries.

In accordance with Section 136 of the Act, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Financial Statements of each of its subsidiaries, are available on our website www.wabag.com. These documents will also be available for inspection during business hours at the registered office of the Company.

Related Party Transactions

During FY 2017-18, the Company has entered into transactions with Related Parties as defined under Section 2(76) of the Act, all of which were in the ordinary course of business and on arm’s length basis and in accordance with the provisions of the Act, read with the Rules issued thereunder and the SEBI LODR.

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval.

Policy on dealing with Related Party Transactions is available on the Company’s website www.wabag.com.

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

Policy on determining material subsidiaries of the Company is available on the website of the Company.

Overseas Direct Investment

WABAG, over the years has expanded its global reach through Overseas Direct Investments (ODI), either through subsidiaries, associates or joint venture Companies.

As of March 2018, the total funded financial investments of your Company through equity contribution in such ODIs amounted to Rs.25 Crore, which represents 6% of total financial commitment and the total non-funded financial investments in the form of guarantees through ODI route amounted to Rs.381.24 Crore which represents 93% of total financial commitment.

The investments made by the Company in overseas entities have started yielding return on investments in the form of dividend also. During the year, the Company earned a dividend income of Rs.20 Crore from its overseas investment.

In addition to such dividend receipts, your Company has also immensely benefited from these ODIs in the form of export earnings. During the financial year 2017-18, the Standalone revenue of the Company included revenue from overseas projects amounting to Rs.716 Crore, which is an increase of 17.6% over the previous year export revenue of Rs.609 Crore. The aggregate operational revenue generated by the Group during the financial year 2017-18 through company’s overseas entities and exports out of India aggregated to Rs.2,316 Crore, which is 67% of overall consolidated revenue of Rs.3,457 Crore. The benefits generated by the Company from its overseas entities are substantial considering its relative meagre financial investment in such ODI entities as stated above.

During the year, as part of business restructuring, expansion and other plans in Europe, LATAM and MEA clusters, some of the steps initiated by your Company were:

1. Formed a Branch in Argentina and Dubai and a subsidiary entity in Brazil.

2. As part of restructuring plan of European cluster, the shares held by German subsidiary in other group entities, have been restructured/transferred within other group entities. Pursuant to such action, the minority stake held by German subsidiary in Romanian subsidiary has been acquired by its holding company viz., VA Tech Wabag GmbH, Austria (“Austria subsidiary”). As at March 31, 2018, 99.97% shares of Romanian entity held by Austria.

3. Pursuant to the completion and commissioning of the Desalination Project by Company’s Joint venture entity viz., International Water Treatment LLC (“IWT”), Muscat, Oman in the year 2016, the project is presently under Defect Liability Period (“DLP”). Upon completion of the DLP, the Company will initiate necessary action along with other JV partners for closure of the entity. During the year, there are no further payments made by the Company to IWT. As stated in our Annual Report for the previous year, the capital restructuring process of IWT was approved by the local authorities in Oman in the previous year and the Company has taken up the case with regulatory authorities in India for necessary clearances and approvals.

Corporate Social Responsibility

In accordance with the Act, your Company allocated a limit equivalent to 2% of the average net profits of its three immediately preceding financial years for implementation of CSR activities. During the year under review, your Company incurred a sum of Rs.172.55 Lakhs towards CSR expenditure.

In keeping with the Company’s CSR focus on water and waste water, the Company identified various projects for implementation for the year 2017-18. Apart from three multiyear watershed projects, i.e. one at Pulleri village, Kanchipuram District, Tamil Nadu and two at Cuddalore District estimated at Rs.2.50 Crore, the Company signed MoU with NABARD as cofinancing partner for three more multi-year watershed projects, one each at Tuticorin District, Dindigul District and Virudunagar District, Tamil Nadu with three reputed local NGOs as implementing partners. The estimated cost (WABAG’s portion) for the three projects is Rs.2.25 Crore.

Furthermore, your Company also entered into a Memorandum of Understanding (MoU) with Bharat Rural Livelihood Foundation (BRLF), an independent non-profit society set up by the Government of India for implementing watershed project in six districts in West Bengal for which we have committed a sum of Rs.2.50 Crore spread over a period of 4 years. Out of this, the Company has already paid a sum of Rs.53.00 Lakhs towards the first year instalment. The key objective behind this CSR investment by WABAG is to leverage the MGNREGA funds which will have wider impact in terms of end beneficiaries, i.e. poor farmers and tribals in West Bengal. With this committment to BRLF, the total committment approved by the CSR Committee towards certain multiyear projects is over Rs.7.00 Crore.

Over and above the major watershed development projects as mentioned above, your Company also implemented a few minor projects - one health and hygiene project at Viralipatti, Pudukottai District; water treatment plant for special children at Shristi Trust, Munnar, Kerala; water treatment plant for Voluntary Health Services, Adyar, Chennai, pond renovation projects at Cuddalore District at the instance of NABARD besides a minor irrigation project at Sevalaya, Chennai.

Your Company had undertaken revitalizing and enriching projects in CSR in the areas of Water, sanitation and livelihood in 2017-18 thereby increasing the continued value creation in the areas in which your Company operates. These initiatives address the necessities of the local communities in and around Chennai where company is headquartered.

The CSR Committee of the Board has been constantly reviewing the projects and gives directions to expedite implementation of the projects undertaken.

Your Company’s CSR Committee comprises of Revathi Kasturi (Chairperson) (DIN: 01837477), Rajiv Mittal (DIN: 01299110) and S Varadarajan (DIN: 02353065). The Committee is responsible for formulating and monitoring the CSR policy of the Company. This policy is available on the Company’s website in the following link: http:/www.wabagindia.com/Policies.aspx

Pursuant to Section 135(4) of the Act, the major contents of CSR policy are as follows:

Core Ideology: For WABAG, responsible business practices include being responsible for our business processes, engaging in responsible relations with 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 relationships with key stakeholders and customers.

Total Outlay for each financial year: From April 1, 2014, for each financial year, WABAG pledges at least 2% of the average net profits made during the 3 immediately preceding financial years specifically towards CSR initiatives.

Allocation of Resources & Thrust Areas: The CSR Committee of the Board of the Company will manage 2% of the average net profits made during the 3 immediately preceding financial years to undertake CSR initiatives which meet the needs of the local communities where we operate.

WABAG CSR Committee may make contributions to the corporate foundations/Trusts towards education for the under privileged children, vocational and livelihood training of youth, relief to the poor, education and encouragement of sports, medical relief and disaster relief & rehabilitation, or both.

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

Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;

Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently-abled and livelihood enhancement projects;

Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal Welfare, agro-forestry, conservation of natural resources and maintaining quality of soil, air and Water;

Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

Measures for the benefits of armed forces veterans, war widows and their dependents;

Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports;

Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Schedule Castes, the Scheduled Tribes, other backward classes, minorities and women;

Contribution of funds provided to technology incubators located within academic institutions which are approved by the Central Government;

Rural development projects: The surplus arising out of the CSR activities will not be considered as part of the business profits of the Company.

The annual report on our CSR activities is enclosed herewith as Annexure VIto the Board’s report.

Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments covered under the provisions of section 186 of the Act, form part of the notes to the financial statements.

Internal Control Related to Financial Statements

Your company has put in place adequate internal financial controls over financial reporting. These are reviewed periodically and made part of work instructions or processes in the Company.

Your Company continuously tries to automate these controls to increase its reliability. The Company follows accounting policies which are in line with the Indian Accounting Standards 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 in India.

International subsidiaries provide information required for consolidation of accounts in the format prescribed by the Company. These are certified by the respective statutory auditors for being compliant with the group accounting policies for the purpose of annual consolidation of accounts.

In compliance with Section 134(5) of Act, your Company has put in place adequate system of internal controls commensurate with its size and the nature of its operations. The Company’s internal control system includes the following but not restricted to aspects of:

1. Financial propriety of business transactions

2. Safeguarding the assets of the Company

3. Compliance with prevalent statutes, regulations, management authorisations, policies and procedures.

The Audit Committee of the Board periodically reviews audit plans, observations and recommendations of the internal and external auditors, with reference to the significant risk areas and adequacy of internal controls and keeps the Board of Directors informed of its observations, if any, from time to time.

Awards & Recognitions Quality assurance

The The Company has sustained its commitment to the highest levels of quality, best-in-class service management, robust information security practices and mature business continuity processes that have collectively helped achieve significant milestones during the year. While sustaining existing external benchmarks and certifications, the Company has added new certifications and further enhanced its programs and initiatives.

Please refer page 13 of the Annual Report for the details of the rewards and recognition achieved by the Company globally during this year.

Risk Management

Your Company has a comprehensive Risk Management and mitigation process for business, operation and strategy. The Board has constituted a separate Committee viz. Risk Management and Monitoring Committee which meets regularly and gets updates from Management on different strategies and its implementation to avoid future risk and threat to the Company. The Committee consists of 5 Directors out of which 4 are Independent Directors. The details on the Company’s risk management framework, risk identification, risk evaluation, mitigation measures and monitoring mechanism forms part of the Management’s Discussion and Analysis section of this Annual Report.

Particulars of Contracts or Arrangements made with Related Parties

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is enclosed herewith as Annexure Vto the Board’s report.

Significant and Material Changes/Orders

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. There are no material changes and commitments affecting the financial position of the Company between the end of the FY of the Company to which the financial statements relate and date of this report.

Other Disclosures

1. During the year under review, the 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 reenactments) thereof for the time being in force);

2. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings;

3. 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 herewith as Annexure VII to the Board’s report;

4. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

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

Extract of Annual Return

In accordance with Section 134(3)(a) of the Act, an extract of the annual return in the prescribed format is enclosed herewith as Annexure VIIIto the Board’s report.

Health, Safety and Environmental Protection (HSE)

The Company has complied with all applicable environmental and labour laws. The details of quality, health, safety, environment initiatives, objectives and achievements made by the Company are detailed in the Management Discussion and Analysis section of the Annual Report.

Sustainability Initiatives

Your Company is in the space of providing solutions in the realm of water and waste water treatment. Your Company’s strategy always focus on growth without adversely impacting the environment. In the past 4 years the Indian subcontinent has been facing drastic climate changes in which drought on one side and flood on other side made it more challenging. Sustainability runs through the Company in all its operations and functions. Your Company continuously focuses on solutions which have low carbon footprint and that are sustainable. Globally, your Company is actively involved in providing solutions that are eco-friendly and renewable in nature. Your Company’s contribution towards sustainability is continuous in nature as is reflected throughout this report and forms an integral part of our business.

Whistle Blower Policy

The Company has established a vigil mechanism/framed a whistle blower policy. The policy enables the employees and other stakeholders to report to the management any instances of unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. This policy is reviewed by the Audit Committee to check the effectiveness of the policy. No personnel has been denied access to the Audit Committee. The provisions of this policy are in line with the provisions of Section 177 (9) of the Act, and SEBI LODR. The policy is available on the website of the company www.wabag.com.

Green Initiatives

The Company started a sustainability initiative with the aim of going green and minimizing the impact on the environment. Electronic copies of the Annual Report 2018 and Notice of the 23^rd Annual General Meeting are being sent to all Members whose email addresses are registered with the Company / Depository Participant(s). For Members who have not registered their email addresses, physical copies of the Annual Report 2018 and the Notice of the 23^rd AGM are being sent by the permitted mode. Members requiring physical copies can send a request to the Company.

The Company provides e-voting facility to all its Members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Act and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

Cautionary Statement

Certain statements in the Board’s Report describing the Company’s objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company’s operations include labour and material availability, and prices, cyclical demand and pricing in the Company’s principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

Appreciation

The Board of Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. Further, the Board sincerely conveys its appreciation to its customers, stakeholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors

B D Narang Rajiv Mittal

Chennai Chairman Managing Director & Group CEO

May 25, 2018 (DIN: 00826573) (DIN: 01299110)

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Mar 31, 2016

Dear Shareholders,

The Directors are pleased to present the 21st Annual Report of the Company, together with the Audited Financial Statements for the year ended March 31, 2016.

Financial summary

Your Company''s financial performance for the year ended March 31, 2016 is summarised below:

(Rs. in Lakhs)

Standalone Consolidated Particulars 2015-16 2014-15 2015-16 2014-15

Gross turnover 1,51,343 1,23,336 2,54,857 2,43,515

Profit before interest, tax & depreciation (EBITDA) 20,607 14,926 22,465 20,947

Net profit before tax 17,853 13,601 16,172 16,710

Provision for tax (6,110) (4,560) (6,890) (5,664)

Net profit after tax 11,743 9,041 9,282 11,046

Proposed dividend on equity shares (2,180) (2,176) (2,180) (2,176)

Tax on proposed dividend (456) (443) (456) (443)

Retained profit carried forward to the following year 46,008 36,901 49,730 43,302

Business environment

The global business environment during the year was subdued and witnessed slow growth across geographies. The oil price crisis in Middle East dominated throughout the year and had its effects spread across the world. The currency devaluation by China and the slowdown in this region witnessed tremendous volatility in the major currencies and commodities. Despite the global turmoil, Indian economy remained fairly stable but the growth momentum which was expected during the year did not happen on the back of slow decision making and lead up to various state elections held in May 2016.

Forecasting these developments to an extent, your Company had proactively spread its wings in the international emerging geographies where better visibility was seen in terms of new projects in the water treatment space. The focused approach of the business development and sales team helped your company in garnering good order intake in Malaysia, Bahrain, Sri Lanka, Nigeria and Saudi Arabia. Towards the end of the year, your company also bagged a big ticket tertiary treatment order in Chennai, India. The strategy of diversifying into targeted geographies for newer opportunities helped the Company secure its biggest ever order intake in a single financial year and thereby helped in navigating your Company safely amidst tough macro-economic conditions.

State of affairs

In the financial year 2015-16, your Company continued its growth momentum on key parameters. During the year, your company recorded order intake of Rs. 5,140 Crore which helped your Company to close the year with a strong order book of Rs. 7,308 Crore as on March 31, 2016. Your Company''s consolidated turnover stood at Rs. 2,549 Crore compared to previous year''s turnover of Rs. 2,435 Crore recording a growth of 5%. The standalone turnover stood at Rs. 1,513 Crore, an increase of 23%, compared to previous year''s turnover of Rs. 1,233 Crore. The consolidated EBITDA increased to Rs. 225 Crore in FY 2015-16 as against Rs. 209 Crore in the previous year registering a growth of 8% over previous year. On a standalone basis the EBITDA stood at Rs. 206 Crore in FY 2015-16 as against the previous year''s EBITDA of Rs. 149 Crore. The consolidated PAT stood at Rs. 92 Crore as against Rs. 110 Crore in the previous year. The increase in working capital due to the liquidity stress in the market impacted the Company''s bottom-line adversely. The consolidated EPS was atRs. 16.95 for the year ended March 31, 2016 as against Rs. 20.39 in the previous year.

Dividend

Your directors are pleased to recommend a final dividend of Rs.4/- per equity share on the face value ofRs. 2/-per equity share for the financial year ended March 31, 2016 amounting to Rs. 26.36 Crore (inclusive of tax Rs. 4.56 Crore). The dividend payout is subject to approval of members at the ensuing Annual General Meeting (AGM).

The dividend will be paid to members whose names appear in the Register of members as on July 15, 2016 in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

Management''s discussion and analysis

In terms of the provisions of Regulation 34 of the SEBI Listing Obligations And Disclosures Requirements Regulation (SEBI LODR) 2015, the Management''s discussion and analysis is set out in this Annual Report.

Key projects updates

PETRONAS RAPID ETP PROJECT, Malaysia

During the year, Malaysia''s National Oil and Gas company, Petroliam Nasional Berhad (PETRONAS), through its subsidiary under the PETRONAS Group, PRPC Utilities and Facilities Sdn. Bhd. (PRPC UF), signed a contract with VA Tech Wabag Limited and Muhibbah Engineering (M) Bhd for the ReFEED and Engineering, Procurement, Construction and Commissioning of the Effluent Treatment Plant (ETP) for PETRONAS'' Refinery and Petrochemicals Integrated Development (RAPID) Project in Pengerang, Johor. The project is being executed by Wabag-Muhibbah JV Sdn. Bhd., a JV company incorporated in Malaysia. The contract''s scope covers RAPID Complex''s effluent and waste water treatment to below the regulatory discharge limits with a state-of-the- art water treatment system. The project is progressing as per schedule. The ReFEED Engineering approval has been obtained while the detailed engineering, procurement and construction activities are progressing as planned.

AMAS STP PROJECT, Bahrain

The year 2015-16 saw your Company winning a large EPC order from the Kingdom of Bahrain, to Design and Build a Sewage Treatment Plant (STP) for Al Madina Al Shamaliya (AMAS), the new town being developed in Bahrain. The project is funded by Abu Dhabi Fund for Development (ADFD). WABAG is partnering with Belhasa Projects LLC, UAE for executing this project. AMAS is a mixed used new town on reclaimed land off the north coast of the Kingdom of Bahrain. With a total land area of approximately 750ha over 13 islands,

AMAS shall be developed for Housing, Recreational, and Business activities purpose which will provide approximately 15,000 dwelling units. The STP plant with tertiary treatment will cater to the entire irrigation water requirements of all the 13 islands. The client has approved the basic engineering; the civil work has commenced and the detailed engineering and procurement is at an advanced stage.

DANGOTE RWTP PROJECT, Nigeria

WABAG is designing and building a Raw Water Treatment plant for Dangote Fertilizer Ltd a Company forming part of the Dangote Group, one of Africa''s most diversified business groups. The greenfield, integrated fertiliser and refinery complex will be located near Lagos, Nigeria''s largest city, and will be the largest of its kind in Africa. 60 MLD of raw water from the lagoon will be processed using a combination of ultrafiltration/reverse osmosis. The scope of the contract includes design, engineering and supply of raw water treatment plant, as well as supervision of installation and commissioning. The project is progressing well and reached the final stages of engineering completion.

AL GHUBRAH DESALINATION PROJECT, Oman

During the year, the 191 MLD Al Ghubrah Desalination Project was completed and handed over to the client. The project was executed by International Water Treatment LLC (IWT) a SPV incorporated in Muscat, Oman, with the Company holding 32.5% stake and the other joint venture partners of the SPV being Cadagua SA, Spain (37.5%) and Galfar Engineering & Contracting SAOG, Oman (30%). The plant has an innovative design that provides it with a compact footprint and employs technology that includes a two-pass reverse osmosis system with pre-treatment using dissolved air flotation (DAF) and dual media filters. The Project suffered a time over-run which led to delay in the overall commissioning of the plant that has eroded the expected margins on the Project. As per terms of the contract the SPV is liable to pay liquidated damages (LD) to the client. The Company''s share of the liquidated damages would amount to 32.5% of the overall liquidated damages that could be levied. The SPV has initiated arbitration proceedings with the client on the extent of liquidated damages and the matter is sub judice. Although the Project suffered losses, the state-of-the-art Plant is a good reference for the Company which will enable it to win large projects in Desalination space.

APGENCO KAKATIYA and RAYALASEEMA THERMAL POWER PROJECT, India

Andhra Pradesh Power Gen. Co. Ltd. had placed orders for two 600 MW Thermal Power Plants - one at Warangal and another at Cuddapah. The orders were placed on a consortium in which WABAG was joint partner along with two more contractors.

WABAG was initially responsible for Water Systems Package. Due to financial issues on the part of the Consortium leader, WABAG had to take lead of the consortium from mid-2014 and took over the overall responsibility of completing the entire balance of plant for the 600 MW Power plant. For the first time, WABAG ventured into the construction of the full Balance of Plant package.

The first of the 600 MW Kakatiya Thermal Power projects was completed successfully and the Plant was inaugurated by the Chief Minister of Telengana in the Month of January 2016. The other 600 MW Rayalaseema Thermal Power plant is under construction and the plant is in progress as per schedule for completion.

Corporate governance

Your Company is committed to maintain the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance as prevalent globally. We have implemented several best corporate governance practices in the Company to enhance long-term shareholder value and respect minority rights in all our business decisions. Our corporate governance report for FY 2015-16 forms part of this Annual Report. The requisite certificate from the auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under SEBI LODR is annexed to the corporate governance report.

Directors & Key managerial personnel

Rajiv Mittal was appointed as the Managing Director & Group CEO for a period of 5 years effective October 1, 2015 by the members at the 20th AGM held on July 27, 2015. The members at the said AGM also appointed S Varadarajan as a Director of the Company liable to retire by rotation and Malay Mukherjee as an Independent Director for a period of 3 consecutive years for a term up to the conclusion of the 23rd AGM of the Company in the calendar year 2018. We thank the members for their support in confirming the above- mentioned appointments.

The board, on the recommendation of the Nomination and Remuneration Committee, appointed Parthasarathy Gopalan as the Chief Financial Officer (CFO) effective November 7,2015 in place of S Varadarajan who relinquished his post as the CFO of the Company. The board places on record its appreciation for the services rendered by S Varadarajan during his tenure as CFO with the Company. Further, based on the recommendation of the Nomination and Remuneration Committee, S Varadarajan was designated as the Director & Chief Growth Officer of the Company effective November 7, 2015.

As per the provisions of the Companies Act, 2013, S Varadarajan, retires by rotation at the ensuing annual general meeting and being eligible, seeks re-appointment. A brief profile of S Varadarajan is given in the notice dated May 26, 2016 convening the AGM of the Company. The board recommends his re-appointment.

Declaration by independent directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI LODR.

Board diversity

The Company recognises the importance of a diverse board for its success and believes that a diverse board will leverage inter alia differences in thought, knowledge, skills, regional and industry experience, cultural and geographical background which in the long run will enhance shareholder value. The Nomination and Remuneration Committee sets out the approach to diversity of the board of directors.

Board evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of SEBI LODR, the board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders Relationship, Corporate Social Responsibility, Monitoring & Overseas Investment Committee. A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering various aspects of the board''s functioning such as adequacy of the composition of the board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to eval uate the performance of individual directors including the Chairman of the board, who were evaluated on parameters such as participation and contribution by a director, commitment, including guidance provided to the senior management outside of board / committee meetings, effective deployment of knowledge and expertise, effective management of relationship with various stakeholders, independence of behavior and judgment etc. The performance evaluation of the Independent Directors was carried out by the entire board. The performance evaluation of the Chairman and Managing Director were carried out by the Independent Directors. The board also reviewed the performance of the Chief Financial Officer, Company Secretary and other senior managerial personnel. The evaluation process has been explained in the corporate governance report. The board approved the evaluation results as collated by the Nomination and Remuneration Committee.

Policy on directors appointment and remuneration

The Company''s current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the board and separate its functions of governance and management. As on March 31,2016 the board consists of 7 Directors, majority of them being independent directors. Besides the Chairman who is an independent director, the board comprises the managing director and an executive director both being promoters and 4 independent directors. The board periodically evaluates the need for change in its composition and size.

The policy of the Company on director''s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as required under sub-section (3) of Section 178 of the Companies Act, 2013 are formulated by the Nomination and Remuneration Committee and is outlined in the Nomination Evaluation & Remuneration policy of the Company.

Number of meetings of the board

The board met four times during the financial year, the details of which are given in the corporate governance report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Committees of the board

Currently, the board has six Committees: the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee, the Monitoring Committee and the Overseas Investment Committee. As required under section 177 (8) of the Companies Act, 2013, the composition of the Audit Committee is disclosed as under:

B D Narang, Chairman of the Committee, Jaithirth Rao, Malay Mukherjee and Sumit Chandwani.

A detailed note on the composition of the board and other committees is provided in the corporate governance report section of this annual report.

Induction & training of board members

On appointment, the concerned director is issued a letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed/ designated independent director is taken through a formal induction program including the presentation from the managing director & group CEO on the Company''s operations, marketing, finance and other important functions. The company secretary briefs the director about their legal and regulatory responsibilities as a director. The induction for independent directors include interactive sessions with executive committee members, business and functional heads, visit to the plant site etc. The above initiatives help the director to understand the Company, its business and the regulatory framework in which the Company operates and equips him/ her to effectively fulfill his role as a director of the Company.

Periodic presentations are also made at the board and committee meetings on business and performance updates of the Company, global business environment, business strategy and risks involved.

Director''s responsibility statement

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, your directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

- they have 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;

- they have prepared the annual accounts on a going concern basis;

- they have laid down internal financial controls which were adequate and are operating effectively; and

- they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Remuneration policy

The Company''s remuneration policy is driven by the success and performance of the individual employee and the Company. Through its compensation programme, your Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix of fixed pay benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals are measured through quarterly & annual appraisal process.

The primary objective of the remuneration policy is to formulate the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director and recommend to the board policies relating to the remuneration of the directors, KMPs and other employees. This includes reviewing and approving corporate goals and objectives relevant to the compensation of the executive directors, evaluating executive directors'' performance in the light of those goals and objectives, and either as a committee or together with the other independent directors (as directed by the board), determine and approve the executive directors'' compensation level based on this evaluation and making recommendations to the board with respect to key managerial personnel''s (KMPs) compensation, performance incentives and equity based plans that are subject to the board''s approval.

The purpose of the policy is also to assess the effectiveness of the board as a whole, committees of the board and individual directors on regular basis through the Nomination and Remuneration Committee of the board. The policy also addresses board diversity and outlines remuneration principles for directors, KMP''s and other employees based on various evaluation criteria determined by the Nomination and Remuneration Committee including measuring their performance and achievement against the Company''s goals.

Employees'' stock option scheme

Nomination and Remuneration Committee of the Board of directors of the Company, inter alia administers and monitors the Company''s employees'' stock option scheme (ESOP Scheme) in accordance with the applicable SEBI Regulations. During the year ended March 31, 2016, a total of 2,11,911 shares were allotted to eligible employees under the Company''s prevailing ESOP scheme. During the year ended March 31, 2016 there has been no material change in the Company''s existing ESOS and the scheme is in compliance with the applicable Regulations. The details of the scheme as required under SEBI Regulations is available on the Company''s website www. wabag.com.

The applicable disclosures as stipulated under the SEBI Regulations as on March 31, 2016 is enclosed herewith as Annexure I to the Board''s report. The Company has received a certificate from the statutory auditors that the scheme has been implemented in accordance with the SEBI Regulations and the resolutions passed by the shareholders. The certificate would be placed at the AGM for inspection by the members.

Particulars of employees

The ratio of remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and a statement containing the names of every employee employed throughout the financial year and in receipt of remuneration ofRs. 60 Lakhs or more, or employed for part of the year and in receipt of Rs. 5 Lakhs or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure II to the Board''s report.

Equal opportunity

The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination of any kind. It has provided equal opportunities of employment to all without regard to the nationality, religion, caste, color, language, marital status and sex. The Company has also framed a policy on ''Prevention of Sexual Harassment'' (POSH) at the workplace. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land wherever we operate. We have also constituted an Internal Complaints Committee to consider and address sexual harassment complaints. The details of issues raised and resolved regarding sexual harassment of women at the workplace is available in the human resources section which forms part of this annual report.

Auditors

Statutory auditors

At the AGM held on July 27, 2015, Walker Chandiok & Co. LLP, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of AGM to be held in the calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every AGM. Accordingly, the appointment of Walker Chandiok & Co. LLP, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

The auditors'' report for FY 2015-16 does not contain any qualification, reservation or adverse remark. The auditors'' report is enclosed with the financial statements in this annual report.

Cost auditor

Section 148 of the Companies Act, 2013 pertaining to audit of cost records is applicable to the Company. Based on the recommendation of the Audit Committee, the board has appointed S Chandrasekaran, Practicing Cost Accountant (Membership No.4784) to audit the cost accounts of the Company for the financial year ended March 31, 2016 and ending March 31, 2017 on a remuneration of Rs. 5 Lakhs per year. As per the provisions of Section 148 of the Companies Act, 2013, the remuneration payable to the cost auditor is required to be ratified by the members. Accordingly, the remuneration payable to S Chandrasekaran, Practicing Cost Accountant, cost auditors of the Company is placed for ratification by the shareholders.

Secretarial auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereunder, M.Damodaran (Membership No. 5837) of M.Damodaran & Associates, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the FY 2015-16. The secretarial audit Report for FY 2015-16 is enclosed herewith as Annexure III to the Board''s report. The secretarial audit Report does not contain any qualification, reservation or adverse remark.

The board has appointed M. Damodaran of M. Damodaran & Associates, Practicing Company Secretaries, as secretarial auditor of the Company for the FY 2016-17.

ODI in Subsidiaries, joint ventures and associate companies WABAG, over the years has expanded its global reach through Overseas Direct Investments (ODI), either through subsidiaries, joint venture or associate companies. As of March 2016, the aggregate financial investments in such ODIs amount to Rs. 1,192.20 Crore. Out of such overseas investments, a very substantial component of investment comprises of guarantees or non-funded exposure for various projects, which as of March 2016 amounted to Rs. 1,149.18 Crore (96.40% of total financial exposure). The funded exposure of the Company in ODI for the same period consists of equity Rs. 29.50 Crore (2.47% of total financial exposure) and loans Rs. 13.52 Crore (1.13% of total financial exposure).

The Company has immensely benefited from these ODI, as its standalone revenue from overseas operations as of March 2016 amounted to Rs. 538 Crore, while consolidated overseas revenue less inter-segment revenue amounted to Rs. 1,039 Crore out of its consolidated revenue ofRs. 2,542 Crore. In all, during the financial year 2015-16, the aggregate revenue from ODI is Rs.1,577 Crore (i.e. Rs. 538 crore Rs. 1,039 crore), which accounted for about 62 % of the consolidated revenue of Rs. 2,542 crore, considering its relative meager financial exposure to ODI as stated above.

The consolidated financial statements of the Company and all its subsidiaries which form part of the annual report have been prepared in accordance with Section 129(3) of the Companies Act, 2013 and regulation 33 of SEBILODR. Further, a statement containing the salient features of the financial statement of our subsidiaries, joint ventures and associates in the prescribed format AOC-1 is enclosed herewith as Annexure IV to the Board''s report. The statement also provides the details of performance and financial position of each of the subsidiaries, joint ventures and associates.

During the year, WABAG MUHIBBAH JV SDN, BHD was incorporated in MALAYSIA as a subsidiary to carry out the RAPID Project. WABAG BELHASA JV WLL was incorporated in BAHRAIN as a subsidiary to carry out AMAS Project. VA TECH WABAG EGYPT LIMITED, EGYPT ceases to be a step down subsidiary of the Company since the Company was liquidated in the month of February 2016. Your Company had 21 subsidiaries as on March 31, 2016. BEIJING VA TECH WABAG WATER TREATMENT TECHNOLOGY CO. LTD ceases to be a step down subsidiary of the Company since the Company was liquidated in the month of April 2016. There has been no change in the nature of business of the subsidiaries during the year. During the year, the board of directors reviewed the affairs of the subsidiary Companies. Details of major subsidiaries of the Company and their business operations during the year under review are covered in the management''s discussion and analysis report.

In accordance with Section 136 of the Companies Act, 2013 the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on our Company''s website www. wabag.comThese documents will also be available for inspection during business hours at our registered office in Chennai, India.

Corporate social responsibility

As per the provisions of the Companies Act, 2013 all Companies having a net worth of Rs. 500 Crore or more, or turnover of Rs. 1,000 Crore or more or a net profit of Rs. 5 Crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the board of directors comprising three or more directors, atleast one of whom should be an independent director. All such Companies are required to spend atleast 2% of the average net profits of their three immediately preceding financial years on CSR- related activities. Accordingly, the Company was required to spend Rs. 2.50 Crore towards CSR activities during the year. The Company spent Rs. 96.54 Lakhs during the FY 2015-16 towards various CSR initiatives. Further a capital commitment of Rs. 97 Lakhs was made in the month of March 2016 towards CSR program implementation on watershed development in partnership with NABARD. The implementing agency is National Agro Foundation, founded by late C Subramanian. Since the roll out of CSR program effective April 2014, the Company has been making a slow and steady progress. The CSR Committee has laid emphasis on outcome & impact than merely on expenditure being met during the year. Secondly, the Committee took extra time & caution in selecting the right

NGO''s as well as focused on projects in our area of expertise that is, water and waste water.

During FY 2015-16, we completed three projects - (1) Augmentation of water resources; (2) Sewage treatment plant for Cancer Institute, Adyar, Chennai and (3) Drinking water filtration solution and sanitation for the Govt. High School, Kodungaiyur, Chennai. One of the project identified i.e. Capacity Building for wetlands management could not be completed on account of apprehension by the intended participants and largely due to Chennai floods. This project is being implemented by an external agency - Care Earth Trust which has sought extension of time till September 2016.

Your Company''s CSR Committee comprises Revathi Kasturi (Chairperson), Rajiv Mittal and S Varadarajan. The Committee is responsible for formulating and monitoring the CSR policy of the Company.

The annual report on our CSR activities is enclosed herewith as Annexure V to the Board''s report.

Deposits

Your Company has not accepted any deposit and as such no amount of principal and interest were outstanding as of the Balance Sheet date.

Particulars of loans, guarantees or investments

Details of loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 form part of the notes to the financial statements.

Internal financial control and its adequacy

The board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

Risk management policy

Details on the Company''s risk management framework, risk identification, risk evaluation, mitigation measures and monitoring mechanism forms part of the management''s discussion and analysis section of this annual report.

Particulars of contracts or arrangements made with related parties

Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act 2013, in the prescribed Form AOC - 2, is enclosed herewith as Annexure VI to the Board''s report.

Significant and material orders

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.

Extract of annual return

In accordance with section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is enclosed herewith as Annexure VII to the Board''s report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure VIII to the Board''s report.

Sustainability initiatives

Your Company is in the space of providing solutions in the realm of water and waste water treatment. Sustainability runs through the Company in all its operations and functions. Your Company continuously focuses on solutions which have low carbon footprint and that are sustainable. Globally, your Company is actively involved in providing solutions that are eco-friendly and renewable in nature. Your Company''s contribution towards sustainability is continuous in nature as is reflected throughout this report and forms an integral part of our business.

Acknowledgments

We place on record our appreciation for the committed services from every member of the WABAG family globally. We thank our customers, vendors, investors, banks, various financial institutions, government/regulatory authorities and members for their continued assistance and cooperation received during the year.

For and on behalf of the Board of Directors

Bucharest, Romania B D Narang Rajiv Mittal

May 26,2016 Chairman Managing Director & Group CEO

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Mar 31, 2013

Dear Shareholder''s

The Directors are pleased to present the 18th Annual Report and the audited accounts for the financial year ended 31 March, 2013

Financial Results

The financial performance of the Company, for the year ended 31 March, 2013 is summarised below:

(Rs. In lakhs)

Standalone Consolidated

2012-13 2011-12 2012-13 2011-12

Gross Turnover 1,05,717 1,00,347 1,61,885 1,44,352

Profit Before Interest and Depreciation (EBITDA) 13,884 11,542 15,486 13,003

Profit Before Taxation 13,327 11,002 13,519 11,105

Provision for Tax 4,316 3,490 4,559 3,792

Profit After Taxation (PAT) 9,011 7,512 9,034 7,375

Proposed Dividend (including Dividend Tax) (2,174) (1,844) (2,174) (1,844)

Transfer to General Reserve (901) (751) (901) (751)

Profit / (Loss) Brought Forward 19,187 14,270 21,567 16,794

Retained Profit Carried Forward to the following 25,123 19,187 27,526 21,567 year

Dividend

Based on the Company''s performance, your Directors are pleased to recommend a dividend of Rs. 7 per Equity Share (350%) of the face value of Rs. 2 per Equity Share for the financial year 2012-13. The dividend, on approval of the members at the forthcoming Annual General Meeting, will be paid to members whose names appear in the register of members of the Company as on 12 July, 2013; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The equity dividend outgo for the financial year 2012-13, inclusive of tax on distributed profits will absorb a sum of Rs. 21.74 crores.

Business Performance

In the financial year 2012-13, your Company continued to report profitable growth. Your Company has a healthy order book of Rs. 4,284 crores as on 31 March 2013, supported by highest ever order intake in a financial year of Rs. 2,155 crores during the year. The standalone turnover stood at Rs. 1,057 crores compared to previous year''s Rs. 1,003 crores, recording a marginal growth of 5%. The consolidated turnover stood at Rs. 1,619 crores compared to previous year''s Rs. 1,444 crores, recording a growth of 12% over last year. The EBITDA for the year on a standalone basis stood at Rs. 139 crores registering a growth of 20% as against previous year''s Rs. 115 crores. The consolidated EBITDA increased from Rs. 130 crores of previous year to Rs. 155 crores for the current year. Your Company recorded healthy growth in both consolidated and standalone PAT% as compared to last year. The consolidated PAT recorded a 22% growth over the previous year while the standalone PAT recorded a 20% increase over the previous year. EPS growth recorded a 22% increase for the year ended 31 March, 2013. Your Company will continue to focus on both organic and inorganic growth models through strategic acquisitions that will pave way for its entry into various new geographies and access to latest technologies.

Sustainability

Sustainability is an integral part of our business and cannot be an independent function. Keeping this in view, we provide sustainable solutions to our customers in terms of projects with the objective of converting bio-gas waste into energy in running the STPs on self-sustaining basis, recycling and reuse of water for industrial business, converting salt water into sweet water thus providing a sustainable, reliable and viable alternative water source.

Sustainability is a business opportunity to WABAG in terms of making a real difference both to our people in terms of access to clean drinking water and to our planet by keeping the carbon footprint under check.

At WABAG, the sustainability initiatives go hand in hand with our projects execution which in turn benefit our customers too.

Stock Options

In order to attract, retain, reward and motivate employees to contribute and participate in the Company''s growth and profitability, your Company implemented two stock option schemes viz., the ESOP Scheme 2006 and the ESOP Scheme 2010 (''the Schemes'') in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines''). The schemes are administered in accordance with the directions of the Remuneration Committee of the Board.

The applicable disclosures as stipulated under the SEBI Guidelines as at 31 March, 2013 are provided in Annexure I to this Report.

The Company has received a certificate from its Auditors that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders. The Certificate would be placed at the Annual General Meeting for inspection by the members.

Management discussion and analysis report

Management discussion and analysis report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Subsidiaries

Your Company had eighteen subsidiaries at the beginning of the year. One new subsidiary was set up during the year at Spain: During the year, Va Tech WABAG (Gulf) Contracting L.L.C., Dubai and Engenharia Hidraulica De Macau Ltd., Macau ceased to be subsidiaries of the Company.

The total number of subsidiaries as on 31 March, 2013 is seventeen. There has been no change in the nature of business or of the subsidiaries.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the balance sheets, profit and loss accounts and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said Circular. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. Details of major subsidiaries of the Company are covered in the Management''s discussion and analysis report forming part of the Annual Report.

Directors

Mr. Bhagwan Dass Narang and Mr. Jaithirth Rao, Directors retire by rotation at the ensuing Annual General Meeting. Being eligible Mr. Bhagwan Dass Narang and Mr. Jaithirth Rao offer themselves for reappointment. Members'' attention is drawn to the corresponding resolution in the Notice dated 23 May, 2013 convening the Annual General Meeting.

As stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, brief resumes of Mr. Bhagwan Dass Narang and Mr. Jaithirth Rao are provided in the report on Corporate Governance, which forms part of this Annual Report. Your Directors recommend their reappointment at the ensuing Annual General Meeting.

Director''s Responsibility Statement

"Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement. It is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended 31 March, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2013 and of the profit of the Company for the year ended on the date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

Auditors

M/s. Walker, Chandiok & Co, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Public Deposits

Your Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Your Company continuously strives to conserve energy, adopt environment- friendly practices and employ technology for efficient operations. The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure II to this Report.

Corporate Social Responsibility (CSR)

In keeping with the Company''s CSR philosophy to identify CSR projects close to its project sites and implement projects within the framework of its expertise, this year also your Company repeated the Innovative Learning Project for Nemmeli Govt. Higher Secondary School. The school is in proximity to your Company''s Sea Water Desalination Plant at Nemmeli. Your Company also arranged field trips to the school students to create awareness on environment with focus on ''waste to energy'' concept and practice. Further, your Company offered free ETP solution to the Cancer Institute as part of CSR besides a few other initiatives on philanthropy.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1) (b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any members interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Corporate Governance Report

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

Acknowledgements

Your Directors would like to express their appreciation for the assistance and co- operation received from various financial institutions, banks, governmental authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by every member of the WABAG family globally.

For and on behalf of the Board of Directors

Rajiv Mittal Sumit Chandwani

23 May, 2013 Managing Director Director

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Mar 31, 2012

The Directors are pleased to present the 17th Annual Report and the audited accounts for the financial year ended March 31, 2012

Financial Results

The financial performance of the Company, for the year ended March 31, 2012 is summarized below:

(Rs. in Lakhs)

Standalone Consolidated

2011-12 2010-11 2011-12 2010-11

Gross Turnover 1,00,347 73,346 1,44,352 1,24,182

Profit before Interest & Depn. (EBITDA) 11,542 8,931 13,004 12,103

Profit Before Taxation 11,002 8,379 11,105 9,627

Provision for Tax 3,490 2,853 3,792 3,161

Profit After Taxation (PAT) 7,512 5,526 7,375 5,257

Proposed Dividend (including dividend tax) (1,844) (1,232) (1,844) (1,232)

Transfer to General Reserve (751) (553) (751) (553)

Profit / (Loss) brought forward 14,270 10,529 16,794 13,321

Retained Profit carried forward to the following year 19,187 14,270 21,567 16,794

Dividend

Based on the Company's Performance, your Directors are pleased to recommend a dividend of Rs. 6 per Equity Share (300%) of the face value of Rs. 2 per Equity Share for the financial year 2011-12. The dividend, if approved by the members at the forthcoming Annual General Meeting, will be paid to members whose names appear in the register of members of the Company as on July 13, 2012; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Security Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The equity dividend outgo for the financial year 2011-12, inclusive of tax on distributed profits will absorb a sum of Rs.18.44 crores.

Business Performance

In the financial year 2011-12, your Company continued its strong growth momentum. For the first time in the Company's history, your Company's Standalone turnover crossed Rs. 1000 crores, an increase of 36.81% over last year's turnover. The consolidated turnover stood at Rs. 1443.5 Crores compared to previous year's Rs. 1241.8 Crores, recording a growth of 16.24% over last year. The EBITDA for the year on a Standalone basis stood at Rs. 115.4 Crores registering a growth of 29.24% as against previous year's Rs. 89.3 Crores. The Consolidated EBITDA increased 7.44% from Rs. 121 Crores of previous year to Rs. 130 Crores for the Current year. Your Company recorded a healthy growth in both Consolidated and Standalone PAT% as compared to Last Year. The Consolidated PAT recorded a 40% growth over the previous year while the Standalone PAT recorded a 36% increase over the previous year. Your Company has an order back log of over Rs. 3700 Crores as on March 31, 2012. EPS growth recorded a 31% increase for the year ended March 31, 2012. The Company continues the "Asset Light" business model and forayed into two new BOOT projects during the year. Your Company is restructuring its strategic business units to align them to the respective business lines and generate higher revenue. Your Company will continue to focus on both organic and inorganic growth model through strategic acquisitions that will pave way for entry into various new business segments across geographies and utilize internal accruals to meet short-term working capital requirements.

Sustainability

Sustainability governs the business operations. Your Company focuses on low carbon emission and sustains the use of water and energy in its plant construction to benefit the customers. Your Company has implemented various innovative sustainable initiatives in business operations. This not only facilitates business gains but also facilitates environmental benefits through recycling and reuse of water; converting waste gas into electricity to run treatment plants on a self-sustainable basis and converting waste water into direct potable use.

Awards and recognitions

Your Company was conferred with the Export Excellence award from EEPC India for its contribution to engineering exports during 2009-10. The coveted award was presented by the Governor of Tamil Nadu on December 06, 2011. Your Company received the National Award for Excellence in Water Management for the year 2011 by Confederation of Indian Industry (CII) for the valuable contribution made in efficient water management. Your Company also bagged the KPMG - Infrastructure Today Award for the Aurangabad Water Supply Project on December 09, 2011, which was adjudged as the PPP project of the year.

Sub-division of shares

With a view to improve the liquidity of your Company's shares in the stock markets and make it more affordable for small retail investors, the face value of each equity share of your Company was sub-divided from Rs. 5 to Rs. 2 per equity share with effect from August 18, 2011.

Stock Options

In order to attract, retain, reward and motivate employees to contribute and participate in the Company's growth and profitability, your Company implemented two stock option schemes viz., the ESOP Scheme 2006 and the ESOP Scheme 2010 ("the Schemes") in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ('the SEBI Guidelines'). The schemes are administered in accordance with the directions of the Remuneration Committee of the Board. The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2012 are provided in Annexure I to this Report.

The Company has received a certificate from its Auditors that the Schemes have been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders. The Certificate would be placed at the Annual General Meeting for inspection by members.

Management Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.

Subsidiaries

Your Company had Fifteen Subsidiaries at the beginning of the year. Three new subsidiaries were set up during the year viz.,

1. VA Tech Wabag (Philippines), Inc.

2. VA Tech Wabag Muscat LLC.

3. Ujams Wastewater Treatment Company (Pty) Ltd.

The total number of Subsidiaries as on March 31, 2012 is eighteen. The Company has commenced the liquidation process for its subsidiary in Dubai. There has been no material change in the nature of the business of the Subsidiaries.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company includes the financial results of its subsidiary companies. Details of major subsidiaries of the Company are covered in the Management's Discussion and Analysis Report forming part of the Annual Report.

Directors

Dr. Guenter Heisler and Mr. Sumit Chandwani, Directors retire by rotation at the ensuing Annual General Meeting. Being eligible Mr. Sumit Chandwani offers himself for re-appointment. Dr. Guenter Heisler has conveyed his decision, not to seek re- appointment. The Board wishes to place on record its appreciation for the valuable guidance extended and the contribution made by him during his association with the Company. Members' attention is drawn to the corresponding resolution and the explanatory statement thereto, in the Notice dated May 24, 2012 convening the Annual General Meeting.

Ms. Revathi Kasturi was appointed as an Additional Director of the Company on February 09, 2012 by the Board of Directors. As per the provisions of Section 260 of the Companies Act, 1956 Ms. Revathi Kasturi holds office up to the date of the forthcoming Annual General Meeting of the Company and is eligible for appointment as Director. The Company has received notice under section 257 of the Companies Act, 1956 from a member in respect of her appointment as a Director of the Company. Resolution seeking approval of the members for the appointment of Ms. Revathi Kasturi as a Director of the Company have been incorporated in the notice of the forthcoming Annual General Meeting.

As stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, brief resumes of Ms. Revathi Kasturi and Mr. Sumit Chandwani are provided in the report on Corporate Governance, which forms part of this Annual Report. Your Directors recommend their appointment / re-appointment at the ensuing Annual General Meeting.

Director's Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement. It is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended on the date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts of the Company on a going concern' basis.

Auditors

M/s. Walker, Chandiok & Co, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received letter from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re- appointment within the meaning of Section 226 of the said Act. The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Public Deposits

Your Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Your Company continuously strives to conserve energy, adopt environment-friendly practices and employ technology for efficient operations. The particulars as prescribed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure II to this Report.

Corporate Social Responsibility (CSR)

Your Company uses CSR as an integral business process in order to support sustainable development and constantly endeavors to be a good corporate citizen. The CSR activities are presently carried out in the areas of education, health and environment at the Company's various project locations. During the financial year, your Company has executed 'Under Privileged Learning Innovations for Transformation' (UPLIFT) project, a unique educational project for the students of a school in the vicinity of the Corporate Office. The project focuses on scientific learning skills training programme for underprivileged students. Your Company strongly believes in serving the cause of students' community through this project.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any members interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Corporate Governance Report

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

Acknowledgements

Your Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by every member of the Wabag family globally.

For and on behalf of the Board of Directors

Rajiv Mittal Sumit Chandwani

Date: May 24, 2012 Managing Director Director

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Mar 31, 2011

The Directors are pleased to present their Sixteenth Report together with the audited accounts of your Company for the year ended 31st March, 2011.

Financial Highlights (Rs. in thousands)

Description 2010-11 2009-10

Gross Turnover 7,321,734 7,009,679

Profit before Interest & Depn. (EBITDA) 896,717 860,420

Profit Before Taxation 837,908 680,406

Provision for Tax 285,322 270,611

Profit After Taxation 552,586 409,795

Proposed Dividend (123,183) --

Transfer to General Reserve (55,259) --

Profit / (Loss) brought forward 1,052,902 643,107

Retained Profit carried forward to the following year 1,427,046 1,052,902

Dividend

Your Directors are pleased to recommend a dividend of Rs. 10/- per Equity Share (200%) of the face value of Rs. 5/- each for the financial year 2010-11. The dividend, if approved at the ensuing Annual General Meeting, will be paid to Shareholders whose names appear on the register of members of the Company as on 1st July, 2011. The equity dividend outgo for the financial year 2010-11, inclusive of tax on distributed profits would absorb a sum of Rs. 12.32 Crores.

Operations and Business Performance

Your Company has achieved a Gross turnover of Rs. 732.17 Crores in the year 2010-11 as against Rs. 700.97 Crores for the previous financial year registering an incremental increase of Rs. 31.20 Crores, thereby recording a growth rate of 4.5% over previous year. All the SBUs (Strategic Business Unit) except IBG (International Business Group) recorded good growth against last year in terms of turnover. MBG (Municipal Business Group) registered 14% growth, IWG (Industrial Water Group) registered 44% growth and OBG (Operations Business Group) registered 21% growth against last year. IBGs turnover growth was mainly affected due to delay in Order booking on the Dambula project which however has been received and taken to order book as of 31st March, 2011. Your company carries an order backlog of Rs. 2,465 Crores to execute in the following financial years.

Your company has achieved Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) of Rs. 89.67 Crores for 2010-11 against Rs. 86.04 Crores for the previous financial year registering a growth of 4.2% and Profit After Tax (PAT) of Rs. 55.26 Crores as against 40.98 Crores registering a growth of 35%. The significant growth in PAT was achieved on account of lower interest costs due to better negotiations and control, higher interest income due to judicial investment strategy and lower depreciation. The board has recommended a 200% dividend which is Rs. 10/- per equity share of the face value of Rs. 5 each.

Your Company has a "Asset Light" model. During the year, the company has ventured into Built Own Operate Transfer (BOOT) space through partnerships. The Companys Management is of the view that increased focus on O&M (Operations & Maintenance) service business and support from low cost economies coupled with Multi Domestic Units formation, would show significant improvements in the results of the Company. Alliance with Sumitomo, Japan and Zawawi Group, Oman would pay rich dividends in the years to come. The company will utilize cash for strategic acquisition/inorganic growth model to make inroads into various business segments and across different geographies.

Awards & Recognitions

The Company received the prestigious GWI Global Water Award for the year 2010 recognizing our contribution made in the international water arena. The coveted award was presented by Mr. Kofi Annan, former Secretary General of the United Nations in Berlin on 18th April at the Global Water Summit 2011.

Your Company was adjudged as the Best Exit Company for Private Equity of the year 2010 in an online survey conducted by the Asian Venture Capital Journal, Hong Kong. The Company was also adjudged as the Best Water Company for the year 2010 under Water and Waste Water Segment by Frost & Sullivan.

Sustainability

The ISO 14001:2004 & OHSAS 18001:2007 certification to your Company demonstrates our commitment to the society at large, by excelling in our environmental performance and protecting the safety and well being of our employees. This is carried out by promoting healthier and safer working practices besides focusing on the sustainability. It is pertinent to note that 380 WABAGites were trained on HSE awareness, systems & procedures, risk assessment methodology, operational control procedures and emergency preparedness.

Initial Public Offer

To further augment the capital base for future growth plans, your Company made an Initial Public Offering of 36,07,581 equity shares of the face value of Rs. 5 each during the year. This Issue, which constitutes approximately 34.37% of the fully diluted post issue paid up share capital of your Company, comprised a fresh issue of 9,54,198 equity shares of Rs. 5 each and an offer for sale of 26,53,383 shares.

The Issue which was priced at Rs. 1,310 per share, received an overwhelming response and was oversubscribed by over 30 times. The shares were listed on National Stock Exchange of India Limited and Bombay Stock Exchange Limited on 13th October, 2010. The listing of shares has enhanced your Companys brand name and visibility in the marketplace.

Sub Division of Shares

In order to improve the liquidity of your companys equity shares in the stock markets and to make it more affordable for the small retail investors, your Directors at their meeting held on 26th May, 2011, have recommended sub-division (stock-split) of each equity share of the company from the present face value of Rs. 5/- into face value of Rs. 2/- each subject to the approval of the shareholders.

Corporate Governance Report

Your Company has always been devoted to adopting and adhering to the best Corporate Governance practices recognized globally. The Company understands and respects its fiduciary role and responsibility towards stakeholders and the society at large and strives hard to serve their interests, resulting in creation of value and wealth for all stakeholders.

A report on Corporate Governance along with a certificate from the statutory auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the listing agreement forms part of the Annual Report.

Management Discussion and Analysis Report

A detailed analysis of the Companys operational and financial performance, Domestic and International Projects undertaken, various initiatives taken by the Company in key functional areas such as Human Resources and Information Technology is separately discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report. This report also discusses in detail, initiatives taken by the Company in the area of Research and Development.

Stock Options

In order to attract, retain, reward and motivate the employees to contribute and participate in the growth and profitability of the Company, your Company has formulated two stock option schemes viz., the ESOP Scheme 2006 and the ESOP Scheme 2010. The schemes are administered and implemented in accordance with the directions of the Remuneration Committee of the Board. Under the ESOP Scheme 2006, no options were granted during the year; 252,976 options were exercised by the employees post vesting. Under ESOP Scheme 2010 - 436,929 options were granted on 20th August, 2010 to the eligible employees and no options were exercisable, during the year.

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are attached hereto as Annexure I and forms part of this Report.

Directors

In terms of Article 108 and 110 of the Company, Mr. Bhagwan Dass Narang and Mr. Jaithirth Rao will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment in terms of the provisions of Article 109 of the Articles of Association of the Company.

Mr. Sumit Chandwani, Nominee Director of ICICI Venture Funds Management Company Ltd. resigned as a Nominee Director on 31st May, 2011. The Board of Directors on the same day appointed Mr. Sumit Chandwani as an Additional Director on the Board with effect from 1st June, 2011. Mr. Sumit Chandwani holds office up to the date of the ensuing Annual General Meeting.

As stipulated in terms of Clause 49 of the listing agreement with the stock exchanges, brief resumes of Mr. Bhagwan Dass Narang, Mr. Jaithirth Rao and Mr. Sumit Chandwani are provided in the report on Corporate Governance, which forms part of this Annual Report. Your Directors recommend their appointment/re-appointment at the ensuing Annual General Meeting.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representations received from the Operating Management, and after due enquiry, confirm that

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

iv) the Annual Accounts have been prepared on a going concern basis.

Subsidiaries

As on 31st March, 2011, your Company had fifteen subsidiary companies:

i) VA TECH WABAG (Singapore) Pte Ltd

ii) VA TECH WABAG (Gulf) Contracting LLC, Dubai

iii) Beijing VA TECH WABAG Water Treatment Technology Co. Ltd.

iv) Engenharia Hidraulica de Macau, Limitada, Macao

v) VA TECH WABAG Algeria S.A.R.L., Algeria

vi) VA TECH WABAG Brno spol. s.r.o., Czech Republic

vii) VA TECH WABAG Deutschland GmbH, Germany

viii) VA TECH WABAG GmbH, Austria

ix) VA TECH WABAG (Hong Kong) Limited

x) VA TECH WABAG Tunisia S.A.R.L, Tunisia

xi) WABAG Wassertechnik AG, Switzerland

xii) WABAG Water Services (Macao) Limited, Macao

xiii) WABAG Water Services SRL, Romania

xiv) VA TECH WABAG Tecknolojisi Ve Ticaret Limited, Turkey

xv) VA TECH WABAG Egypt Limited, Egypt

More details on the operations of the companys overseas subsidiaries are provided in the Management Discussion and Analysis Report.

As required under the provisions of Section 212 of the Companies Act, 1956, the statement containing details of Companys subsidiaries is attached and forms part of this Annual Report.

In terms of general exemption provided by the Central Government vide General Circular No.2/2011 dated 8th February, 2011, read together with General Circular No.3/2011 dated 21th February, 2011, issued by the Ministry of Corporate Affairs, copies of Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the subsidiary companies have not been attached with the Balance Sheet of the Company. The Board of Directors at their meeting held on 26th May, 2011 has consented for not attaching the balance sheet of the subsidiaries to the Annual Accounts of the Company. The Companys accounts are presented in compliance with the conditions set out in the said circular. The documents pertaining to the Companys subsidiaries shall be provided on request to any member, desiring to have a copy, on receipt of request by the Company Secretary, at the Registered Office of the Company.

Auditors

M/s. Walker, Chandiok & Co, Chartered Accountants, retire as Statutory Auditors of the Com pany and has given their consent for re-appointment. The shareholders will be required to elect Auditors for the current year and fix their remuneration. As required under the provisions of Section 224(1 B) of the Companies Act, 1956, the Company has obtained a written certificate from the above Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section. The observations of the Auditors, together with the Notes to Accounts referred to in the Auditors Report, are self-explanatory and do not call for any further explanations from the Directors.

Public Deposits

Your Company has not accepted any deposits from the public or its employees during the year under review.

Loans and advances

Your company has not made any loans or advances to its subsidiaries, which is required to be disclosed in the annual accounts of the company pursuant to clause 32 of the listing agreement.

Internal Control System

The Company has a well placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorised recorded and reported correctly. The Internal Auditors of the Company independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations. The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure II and forms part of this Report.

Corporate Social Responsibility (CSR)

Your Company as a responsible organisation seeks to meaningfully contribute to the socio-economic well being and development of the communities and the ecosystem that it interacts with in carrying out its business. The CSR activities are presently carried out in the areas of education, health and environment at the Companys various project locations.

Particulars of Employees

The Company had 2 employees who were in receipt of remuneration of not less than Rs. 60,00,000 during the year ended 31st March, 2011 or not less than Rs. 5,00,000 per month during any part of the said year. However, as per the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Directors Report and Accounts are being sent to all the Shareholders of the Company excluding the Statement of particulars of employees. Any Shareholder interested in obtaining a copy of the Statement may write to the Company Secretary at the Registered Office of the Company.

Acknowledgements

Your Directors take this opportunity to thank the Companys customers, shareholders, suppliers, bankers, financial institutions and the Central and State Governments for their unstinted support. The Directors would also like to place on record their appreciation to employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board

Place: Chennai Rajiv Mittal Sumit Chandwani

Date: 31st May, 2011 Managing Director Director