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Va Tech Wabag Ltd

BSE Code : 533269 | NSE Symbol : WABAG | ISIN:INE956G01038| SECTOR : Capital Goods-Non Electrical Equipment |

NSE BSE
 
SMC down arrow

977.15

-11.60 (-1.17%) Volume 431619

29-Apr-2024 EOD

Prev. Close

988.75

Open Price

992.15

Bid Price (QTY)

977.15(1441)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 1,009.00 - 965.00

52 wk High/Low 1,030.00 - 380.85

Key Stats

MARKET CAP (RS CR) 6134.46
P/E 19.7
BOOK VALUE (RS) 219.1556047
DIV (%) 0
MARKET LOT 1
EPS (TTM) 50.06
PRICE/BOOK 4.50091158448936
DIV YIELD.(%) 0
FACE VALUE (RS) 2
DELIVERABLES (%) 36.82
4

News & Announcements

10-Apr-2024

Va Tech Wabag Ltd - VA Tech Wabag Limited - Other General Purpose

09-Apr-2024

Va Tech Wabag Ltd - VA Tech Wabag Limited - Analysts/Institutional Investor Meet/Con. Call Updates

02-Apr-2024

Va Tech Wabag Ltd - VA Tech Wabag Limited - Updates

01-Apr-2024

Va Tech Wabag Ltd - VA Tech Wabag Limited - Agreement

10-Feb-2024

Va Tech Wabag receives ratings action from India Ratings & Research

05-Feb-2024

Va Tech Wabag wins order of USD 33.5 mn in Saudi Arabia

29-Jan-2024

VA Tech Wabag to collaborate with Peak Sustainability Ventures

03-Jan-2024

Va Tech Wabag to conduct EGM

Corporate Actions

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Share Holding

Category No. of shares Percentage
Total Foreign 10038643 16.14
Total Institutions 3499434 5.63
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 4751334 7.64
Total Promoters 11895168 19.13
Total Public & others 32005849 51.46
Total 62190428 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Va Tech Wabag Ltd

VA Tech Wabag Ltd is a multinational player in the water treatment industry. The company offers complete life cycle solutions including conceptualization, design, engineering, procurement, supply, installation, construction and O&M services. They provide a range of EPC and O&M solutions for sewage treatment, processed and drinking water treatment, effluents treatment, sludge treatment, desalination and reuse for institutional clients like municipal corporations and companies in the infrastructure sector such as power, steel and oil and gas companies. The company is having their market presence in India, the Middle East, North Africa, Central and Eastern Europe, China and South East Asia through their principal offices in India, Austria, the Czech Republic, China, Switzerland, Algeria, Romania, Tunisia, UAE, Libya and Macao. They divide their business into four strategic business units namely Municipal Business Group, Industrial Water Business Group, Operations Business Group and International Business Group. WABAG, over the years has expanded its global reach through Overseas Direct Investments (ODI), either through subsidiaries, joint venture or associate companies. The company has 18 subsidiaries, 3 associates and a joint venture entity as on March 31, 2018. The company is having their R & D centres located in Chennai, India and at Vienna and Winterthur in Austria and Switzerland respectively. VA Tech Wabag Ltd was incorporated on February 17, 1995 as Balcke Durr Cooling Towers Ltd. The company was awarded the certificate of commencement of business on March 8, 1995. Initially, the company involved in the business of design and construction of cooling towers and was a subsidiary of Balcke-Durr Aktiengesellschaft, a German company which was held by Deutsche Babcock. In the year 1996, the company started a water treatment division and pursuant to this, they changed their name from Balcke Durr Cooling Towers Ltd to Balcke Durr and Wabag Technologies Ltd. In April 1997, the company undertook first EPC order from Reliance Petroleum. In April 1999, the Austrian group VA Tech acquired the water business of Deutsche Babcock operating under the Wabag brand name. In India, the water and non water divisions of the company were de-merged and the non-water division was transferred to BDT Ltd. Consequently, the name of the company was changed to VA Tech Wabag Ltd. Pursuant to the de-merger and change of name, the company's primary business was changed to design, supply, construction and erection of water, wastewater treatment plants and operation and maintenance of the same. In March 2000, the company entered into municipal segment by received their fist municipal order from Chennai Metropolitan Water Supply and Sewerage Board. In September 2000, they received the ISO 9001:2000 Certification from Lloyd's Register Quality Assurance. In July 2002, the company started their O&M activity and they received their first O&M order from Chennai Metropolitan Water Supply and Sewerage Board. In September 2002, they received an order worth Rs 7000 lakh from Bangalore Water Supply and Sewerage Board. In September 2005, I-Ven Water Treatment Technologies Ltd acquired a majority stake in the company. In April 2006, as per the scheme of merger, I-Ven Water Treatment Technologies Ltd was amalgamated with the company. In August 2006, the majority shareholding of the company was acquired by Rajiv Mittal, Amit Sengupta, Shiv Narayan Saraf and S Varadarajan together with ICICI Venture Funds Management Company Ltd. In September 2006, the company received an order worth approximately Rs 18,638 lakh from Kerala Water Authority. In April 2007, the company created the four SBUs, namely municipal, industrial, international and operations business group. In August 2007, they incorporated Wabag Singapore. In September 2007, the company received their first overseas O&M order from Qatar. In October 2007, they completed the construction of a plant water systems package for Durgapur Projects Ltd. In November 6, 2007, the company through their wholly owned subsidiary Wabag Singapore acquired the entire shareholding of Wabag Austria. Pursuant to this acquisition, Wabag Austria and their subsidiaries became the subsidiary companies. In December 6, 2007, the company in association with Badriya Hassan Makki incorporated a joint venture company now called VA Tech Wabag (Gulf) Contracting LLC, in which the company holds a 49% shareholding. In February 2008, the company incorporated Wabag Water Services s.r.l, in Romania. In March 2008, they received their first overseas EPC order from Oman. In May 2008, they started International Engineering Centre in Pune. Also, they opened a branch office in Oman. In June 2008, they received order worth Rs 19,071 lakh from Delhi Jal Board. In May 2009, the company incorporated VA Tech Wabag (Hong Kong) Ltd. Also, they received ISO-9001:2008 Certification from Bureau Veritas. In December 2009, they received order worth Rs 103,368 lakh order for seawater desalination plant from Chennai Metropolitan Water Supply and Sewerage Board. In December 21, 2009, the company through their subsidiary, VA Tech Wabag (Hong Kong) Ltd, incorporated a subsidiary called Beijing VA Tech Wabag Water Treatment Technology Co Ltd, in which VA Tech Wabag (Hong Kong) Ltd has a 100% shareholding. The company completed the Perungudi plant on a DBO basis where they constructed a plant with a capacity of 54 MLD and have an O&M contract for a period of 10 years. They also completed execution of a 455 MLD water treatment plant at Panjrapur for the Brihanmumbai Municipal Corporation. The company was awarded the contract for a seawater reverse osmosis desalination plant with a capacity of 1,00,000 m3/d in Chennai including an O&M contract for seven years. During FY 2013-14, the Company received orders for its Industrial Water Group (IWG) from international petrochemical and fertilizer industry. It executed projects involving complex processes like boron removal, a first-of-its-kind treatment in India. The Swiss office of WABAG implemented about 36 projects in CADISON; the International Engineering Centre (Pune) and the MBG in Chennai have successfully completed the pilot project. In order to bring uniformity in the software usage the Company adopted the CADISON platform for engineering during the financial year. WABAG has further developed the direct application of Powdered Activated Carbon (PAC) onto ultra-filtration membranes and the partial PAC recovery. During FY 2014-15, WABAG entered into a technology tie up with Royal Haskoning DHV for the introduction of state-of-the-art Nereda Technology in India, apart from Switzerland to meet the growing market expectations. During year 2015-16, Malaysia's National Oil and Gas company, Petroliam Nasional Berhad (PETRONAS) 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). During the FY 2016-17, WABAG undertook promotion of projects with better technologies for reducing plant life-cycle costs. It further successfully completed Reliance Industries' Hazira Effluent Treatment Plant (first ever plant for treating petrochemical cocktail effluent) and JSPL's Angul Effluent Treatment Plant (first ever gasification effluent plant having 80% recovery). The LATAM cluster of the Company focuses on the countries of Ecuador, Brazil, Chile, Peru, Uruguay, Mexico, Colombia and Argentina. The major focus in FY 2016-17 was to bring Centralization of infrastructure services and Global ERP upgrade. During FY 2017-18, the company further continued to extend engineering support to its global offices in Austria and Romania. With regard to Information Technology initiatives, the company primarily focused on adopting various digital initiatives and undertaking technology restructure of the Global ERP upgrade. Digitization and analytics have created lot of interest across WABAG global offices. During the year 2018, the Company incorporated a subsidiary viz., M/s VA TECH WABAG BRAZIL SERVICOS DE AGUA E SANEAMENTO LTDA in the country of Brazil. 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. During the year 2018, the Company earned a dividend income of Rs 20 Crore from its overseas investment. During the year, as part of business restructuring, expansion and other plans in Europe, LATAM and MEA clusters, some of the steps initiated by the Company were:1. It 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 were 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.

Va Tech Wabag Ltd Chairman Speech

Communique

WABAG, through its responsible and sustainable practices, remains a front-runner in the mission to ensure global water security and a greener, water-positive world, in line with India's G20 Presidency theme of ‘Vasudhaiva Kutumbakam - One Earth, One Family, One Future', signifying environmentally sustainable and responsible choices towards a cleaner, greener, and bluer future.

Dear Shareholders and Stakeholders,

It is with great pleasure that we present to you our annual report for the FY 2022-23, another milestone year in our long legacy.

Over the past year, we have navigated through a dynamic and ever-evolving business landscape,marked by global economic shifts, technological advancements, and changing customer preferences. Despite these challenges, I am proud to announce that your Company has achieved significant milestones and maintained its position as a global leader in the water treatment sector. Our unwavering commitment to excellence, innovation, sustainability and customer satisfaction has been the cornerstones of our success. Through the collective efforts of our dedicated human capital, our value chain partners, bankers and all other stakeholders,we have successfully progressed on our strategic initiatives and delivered exceptional results.

The Global Environment

Globally, climate change and sustainability have become prime priorities, leading to countries and industries taking actions to reduce carbon footprint, build water security, and protect bio-diversity to promote a sustainable future for the Planet. From the water point of view, a global water security assessment led by the United Nations' water experts found that the majority of the world's population currently live in water-insecure countries. This is a cause for major concern because water security is fundamental to development. The global assessment released during the UN 2023 Water Conference provides an analysis of the state of water security affecting 7.8 Billion people across 186 countries midway through the Water Action Decade (2018-2028) and the 2030 Agenda for Sustainable Development. The report provides some very alarming statistics, arguing that the world is far from achieving ‘clean water and sanitation for all' known as Sustainable Development Goal (SDG) 6.

The Water Treatment Sector Outlook

Water is essential to life and growth. Rivers have been the bedrocks of civilisational development. With the growing industrialisation and speedy urbanisation, there has been an increasing need for Water availability, both for economic progress and consumption. However, centuries of water withdrawal, coupled with population growth has depleted quantity and quality of surface and ground water, making it imperative that, Water is too precious a resource, to be used only once. Water treatment has assumed increased importance with its need growing every day considering the state-of-affairs regarding water availability. The water treatment industry is vital for public health, environmental sustainability, and economic development. However, the industry faces several challenges:

Aging Infrastructure: Many water treatment facilities worldwide are aging and require upgrades or replacements to ensure efficient and reliable operation.

Population Growth and Urbanisation: Increasing population and urbanisation create higher demand for clean and safe water, putting pressure on existing water resources and treatment infrastructure.

Emerging Contaminants: The industry must adapt to address emerging contaminants, such as pharmaceuticals, micro plastics, and chemical pollutants, which pose new challenges for treatment processes.

Climate Change: Changing weather patterns, including droughts and floods, affect water availability and quality, necessitating adaptive strategies and resilient infrastructure.

Energy Consumption and Sustainability: Some water treatment processes are energy-intensive, and the industry is striving to reduce energy consumption and explore sustainable alternatives to minimise environmental impact.

Affordability and Access: Ensuring access to clean water for all populations, including marginalised communities, remains a global challenge. Balancing affordability with maintaining high treatment standards is a critical consideration.

Overall, the water treatment industry plays a vital role in maintaining the availability and quality of clean water resources. Continued innovation, investment in infrastructure, and collaboration among stakeholders are essential to address the challenges and ensure sustainable water management for the future.

Focus and Outlook of a Transforming Global Water Sector

Below is an illustrative list of a few key water schemes and policies changing the face of the global water sector.

India

Water Making an Impact: The Indian Government's initiatives in the water sector, including ‘Namami Gange', ‘Jal Jeevan Mission', ‘Swachh Bharat', ‘AMRUT', present a fertile landscape of opportunities for WABAG to thrive and make a lasting impact.

Recycle and Reuse: In India, ‘Recycle and Reuse' has been a focus at state as well as national level. Five states in India – Tamil Nadu, Karnataka, Maharashtra, Haryana and Gujarat – have come up with a state-level reuse policy, aiming at 70% reuse of treated wastewater by 2030 and ultimately at 100% reuse. A national level policy for safe reuse of treated water is also under consideration, which sets out the guidelines for the adoption and implementation of recycle and reuse. The ‘Namami Gange' released National Framework on Safe Reuse of Treated Water in November 2022.

The Government of India mandated all thermal power plants to use the treated sewage water from sewage treatment plants (STPs), situated within 50 kms radius for non-potable purposes.

Desalination: The Central Government and NITI Aayog are drawing up a road map for setting up commercially viable desalination plants across the country's coastline in line with its target of supplying clean piped water to every household.

Middle East and Africa

Government of Saudi Arabia allocated USD 28 Billion to support new waste water projects. In view of Vision 2030, wastewater reuse is seeing significant interest in Saudi Arabia, with a target of recycling 35% of the country's used water by 2030.

Egypt's strategy for setting up large-scale desalination plants in conjunction with renewable energy. 21 projects are planned for 3,300 MLD with USD 3 Billion investment. Urban, Rural & Climate resilience programmes in Africa are set to drive opportunities and funding for the sector through multi-lateral and bi-lateral funding agencies.

Europe

The EU is planning to overhaul contaminant and nutrient removal standards in Europe in a revision to the Urban Waste Water Treatment Directive (UWWTD), with over USD 4 Billion a year of Capex & Opex by 2040.

WABAG's Role in Ensuring Global Water Security and the Year in Review Marching towards a Century of Water Leadership

I'm extremely elated to also share with you all that our beloved brand ‘WABAG' is reaching its 100th anniversary in 2024. It is with great pride and gratitude that I address you on this historic milestone, reflecting on a century of achievements, resilience, and unwavering commitment to excellence.

From humble beginnings to a global presence, our brand has journeyed through decades of challenges and successes, leaving an indelible mark on the societies and industries we serve and the lives we touch. Our enduring success is a testament to the vision and values upon which this company is built — sustainable solutions, for a better life. Through economic downturns, technological revolutions, and societal transformations, we have remained steadfast in our dedication to delivering the quality services that inspire trust and loyalty.

Our brand is synonymous with reliability, technology and cutting-edge solutions. We have embraced innovation, constantly pushing the boundaries of what is possible to stay ahead of the curve. Through breakthrough technologies, constant research, and a passionate team of experts, we have consistently set new standards in water treatment.

But, our success would not have been possible without the support and trust of our customers and value chain partners who have driven us to strive for excellence and continuously improve. As we embark on the next century, we do so with a renewed sense of purpose and excitement. We are committed to building upon our legacy, leveraging our expertise to tackle emerging challenges, and embracing opportunities that lie ahead. Our focus remains on delivering exceptional value, driving innovation, and making a positive impact on the world around us.

This milestone is also an opportunity to reflect on our responsibility as a corporate citizen. As a brand that has thrived for a century, we are aware of the importance of sustainability and social responsibility. We will continue to prioritise environmental stewardship, ethical practices, and community engagement to create a brighter future for generations to come.

The Year in Review

This year has been a landmark in the history of WABAG, highlighting a momentous milestone that fortified our strength and resilience as a company. We are extremely proud that WABAG has been ranked 3rd globally, by Global Water Intelligence (GWI), London, for ensuring safe and clean drinking water and sanitation for 88.8 Million people across the globe, validating our organisational commitment to the United Nations SDG-6, which aims to ensure clean water and sanitation for all by 2030.

We are extremely elated that WABAG has ascended to global acclaim, securing a prestigious 6th position among global desalination players in the illustrious annual survey conducted by GWI for FY 2021-22. This achievement cements our position as consistently being one among the top 10 global desalination players in the fiercely competitive and technologically advanced industry, bestowing global recognition and further igniting our passion for protecting the environment.

As we embark upon this annual report, I invite you to witness first-hand the culmination of our collective efforts and the transformative impact we continue to create as we protect the environment and power the economy.

Another Successful Year of Profitable Growth and Positive Cash

I am delighted to announce WABAG's remarkable performance for FY 2022-23. Despite economic challenges, we achieved a historic milestone by securing the highest-ever order book of over INR 132 Billion, providing us a robust and reliable revenue visibility for the next few years.

Also, a vibrant order pipeline provides a strong outlook for the years to come to continue delivering Profitable Growth. We continued our Profitable Growth journey delivering a consolidated total income of INR 30 Billion with a consolidated EBITDA of INR 3.5 Billion, up year-on-year by ~43% and delivered another year of positive operational cash flow generation of INR 850 Million on consolidated basis, and free cash flow of INR 861 Million.The Group continued its turnaround from net debt to net cash of INR 1,007 Million, achieving net cash positive position for the third consecutive year.

Our Debt Management focus also ensured a significant reduction in gross debt year-on-year from INR 4.3 Billion to INR 2.1 Billion. Net working capital remained in control at 78 days. Your Company also received a Credit Rating

Upgrade to A1+ during this financial year, re-affirming strong business fundamentals and a positive growth outlook.

Operational

I am thrilled to share that we achieved our highest-ever order book to date, valued over INR 13,200 Crore. Aligned with our strategic vision, we actively pursue projects funded by Central / Federal Government schemes and multi-lateral agencies. I am delighted to inform you that we are expanding our services to new locations and securing orders from both our strategic markets and core sectors. Notably, our most substantial orders, such as DBO order to build South East Asia's largest Sea Water Desalination Plant for CMWSSB at Chennai funded by JICA and DBO order for Reconstruction, Expansion and Operation of Pagla STP at Dhaka, Bangladesh for Dhaka WASA funded by World Bank & AIIB,exemplify the global collaboration and growth we are experiencing. The robust quality of orders is a testimony to the trust that our clients, globally, have placed in us to deliver technologically advanced, large, and complex projects.

Clean and Green

Green solutions in the water sector encompass environmentally friendly and sustainable practices that focus on preserving and safeguarding water resources and environment. WABAG leads the way in transforming the sector towards a more environmentally conscious future by reducing greenhouse gas emissions and total resource recovery through our innovative and sustainable solutions.

We promote the efficient utilisation of recycled water, harness green energy to power our plants, extract NPK-rich fertilisers from sludge, and thereby actively contribute to the circular economy.

Looking and Leaping ahead Our Business Strategy for the Future - (Wriddhi)

Wriddhi denotes and focusses towards Profitable Growth, Success & advancement, Global Market Leadership, Free Cash Generation, Quantum Leap, Improved Valuation. The following are the corner stones of ‘Strategy - Wriddhi': Implementing an Efficient Global Delivery Model:

Breaking entity delivery structures and developing global competence-based delivery structures which can cater to a multitude of projects across the globe;

Brings efficiencies and economies of scale along with specialisation and focus on delivery on time, cost and quality which is the heart of the project organisation. Remaining focussed on Engineering Procurement, International and Industrial Sectors: Initiating advanced technology jobs with better margins, reduced construction scope resulting in better cash-flows and guarantee limit utilisation; Internationalfocustohavegeo-diversification.

Building Highly Capable Go-to-Market Teams with an Array of Partnerships in Core Regions: Focussing on marketing and development of jobs rather than tendered jobs; Focus on jobs in high technology (Desal, Reuse, Oil & Gas, ZLD, Total Resource Recovery, Industrial) at good margin profiles with payment security (Multilateral, Federal Government, LC-backed, Sovereign funding).

Establishing Technology, Construction Partnerships for the Business and Financial Partnerships for BOOT/HAM Projects while Remaining Asset-Light: Technology partnerships to license technology wherever needed to remain ahead of competition in addition to internal R&D efforts; Construction partnerships to improve EP share as construction is a pass through in the business better margins and cash-flows; Financial

Partnerships to remain asset-light, while pursuing the asset heavy BOOT / HAM business; Partnerships on the three counts ensure that WABAG remains a ‘Full range service provider in the water treatment sector'.

Focus on O&M: Staying close to the customer, ability to understand customer needs better and faster; Annuity business with better margins and predictability of revenues and cash flows; Repeat business generator;

Asset-light and high ROCE business segment.

Continued Focus on Sustainability

At the heart of our endeavours lies our commitment to ESG and Sustainability principles, propelling us to excel across every facet of our operations and surmount challenges with resilience. By prioritising environmental stewardship, social support, and ethical practices, we not only foster a positive reputation but also actively contribute to creating a sustainable future. Our dedication to innovation, as demonstrated by our pioneering advancements in wastewater conversion into valuable water resources, while embracing sustainability and circular economy principles, positions us for a formidable foundation of sustained success.

Creating a system of sustainability balances the activities cohesively and collaboratively with the resource and the environment. We are committed to remain a Water Positive Company to achieve long-term objectives aligning with the United Nations Sustainability Goals.

Big Picture

‘Vasudhaiva Kutumbakam', inspired from Maha Upanishad, translates to ‘One Earth, One Family, One Future', - the theme of India's G20 Presidency which fundamentally highlights the importance of all life as well as their interdependence on Earth and across the universe. The theme also exemplifies LiFE (Lifestyle for Environment), which highlights the importance of environmentally sustainable and responsible lifestyle choices, both at the individual and national level, in creating a cleaner, greener, and bluer future.

WABAG through its responsible and sustainable practices remains a front-runner in the mission to ensure global water security and ensuring a green and water-positive world. Promoting circular economy, clean water from desalination, green energy from bio-gas, safe drinking water and responsible wastewater treatment over 99 years remain the hallmark of brand WABAG, as we accelerate our contributions in line with India's G20 commitment towards a cleaner, greener, and bluer future for the entire planet.

Closing Note

I extend my sincere appreciation to the esteemed members of our Board and the entire team at WABAG. It is their dedication and commitment through all the ups and downs which has helped us traverse this far. Together, we have overcome challenges, celebrated victories, and forged a path towards success. I would also like to express my heartfelt gratitude to our valued stakeholders for their support and cooperation. Your partnership has been instrumental in propelling us towards our shared goals, and I am truly grateful for the trust you have placed in us.

Thanking all for being an integral part of our journey.

Sincerely,
Rajiv Mittal

   

Va Tech Wabag Ltd Company History

VA Tech Wabag Ltd is a multinational player in the water treatment industry. The company offers complete life cycle solutions including conceptualization, design, engineering, procurement, supply, installation, construction and O&M services. They provide a range of EPC and O&M solutions for sewage treatment, processed and drinking water treatment, effluents treatment, sludge treatment, desalination and reuse for institutional clients like municipal corporations and companies in the infrastructure sector such as power, steel and oil and gas companies. The company is having their market presence in India, the Middle East, North Africa, Central and Eastern Europe, China and South East Asia through their principal offices in India, Austria, the Czech Republic, China, Switzerland, Algeria, Romania, Tunisia, UAE, Libya and Macao. They divide their business into four strategic business units namely Municipal Business Group, Industrial Water Business Group, Operations Business Group and International Business Group. WABAG, over the years has expanded its global reach through Overseas Direct Investments (ODI), either through subsidiaries, joint venture or associate companies. The company has 18 subsidiaries, 3 associates and a joint venture entity as on March 31, 2018. The company is having their R & D centres located in Chennai, India and at Vienna and Winterthur in Austria and Switzerland respectively. VA Tech Wabag Ltd was incorporated on February 17, 1995 as Balcke Durr Cooling Towers Ltd. The company was awarded the certificate of commencement of business on March 8, 1995. Initially, the company involved in the business of design and construction of cooling towers and was a subsidiary of Balcke-Durr Aktiengesellschaft, a German company which was held by Deutsche Babcock. In the year 1996, the company started a water treatment division and pursuant to this, they changed their name from Balcke Durr Cooling Towers Ltd to Balcke Durr and Wabag Technologies Ltd. In April 1997, the company undertook first EPC order from Reliance Petroleum. In April 1999, the Austrian group VA Tech acquired the water business of Deutsche Babcock operating under the Wabag brand name. In India, the water and non water divisions of the company were de-merged and the non-water division was transferred to BDT Ltd. Consequently, the name of the company was changed to VA Tech Wabag Ltd. Pursuant to the de-merger and change of name, the company's primary business was changed to design, supply, construction and erection of water, wastewater treatment plants and operation and maintenance of the same. In March 2000, the company entered into municipal segment by received their fist municipal order from Chennai Metropolitan Water Supply and Sewerage Board. In September 2000, they received the ISO 9001:2000 Certification from Lloyd's Register Quality Assurance. In July 2002, the company started their O&M activity and they received their first O&M order from Chennai Metropolitan Water Supply and Sewerage Board. In September 2002, they received an order worth Rs 7000 lakh from Bangalore Water Supply and Sewerage Board. In September 2005, I-Ven Water Treatment Technologies Ltd acquired a majority stake in the company. In April 2006, as per the scheme of merger, I-Ven Water Treatment Technologies Ltd was amalgamated with the company. In August 2006, the majority shareholding of the company was acquired by Rajiv Mittal, Amit Sengupta, Shiv Narayan Saraf and S Varadarajan together with ICICI Venture Funds Management Company Ltd. In September 2006, the company received an order worth approximately Rs 18,638 lakh from Kerala Water Authority. In April 2007, the company created the four SBUs, namely municipal, industrial, international and operations business group. In August 2007, they incorporated Wabag Singapore. In September 2007, the company received their first overseas O&M order from Qatar. In October 2007, they completed the construction of a plant water systems package for Durgapur Projects Ltd. In November 6, 2007, the company through their wholly owned subsidiary Wabag Singapore acquired the entire shareholding of Wabag Austria. Pursuant to this acquisition, Wabag Austria and their subsidiaries became the subsidiary companies. In December 6, 2007, the company in association with Badriya Hassan Makki incorporated a joint venture company now called VA Tech Wabag (Gulf) Contracting LLC, in which the company holds a 49% shareholding. In February 2008, the company incorporated Wabag Water Services s.r.l, in Romania. In March 2008, they received their first overseas EPC order from Oman. In May 2008, they started International Engineering Centre in Pune. Also, they opened a branch office in Oman. In June 2008, they received order worth Rs 19,071 lakh from Delhi Jal Board. In May 2009, the company incorporated VA Tech Wabag (Hong Kong) Ltd. Also, they received ISO-9001:2008 Certification from Bureau Veritas. In December 2009, they received order worth Rs 103,368 lakh order for seawater desalination plant from Chennai Metropolitan Water Supply and Sewerage Board. In December 21, 2009, the company through their subsidiary, VA Tech Wabag (Hong Kong) Ltd, incorporated a subsidiary called Beijing VA Tech Wabag Water Treatment Technology Co Ltd, in which VA Tech Wabag (Hong Kong) Ltd has a 100% shareholding. The company completed the Perungudi plant on a DBO basis where they constructed a plant with a capacity of 54 MLD and have an O&M contract for a period of 10 years. They also completed execution of a 455 MLD water treatment plant at Panjrapur for the Brihanmumbai Municipal Corporation. The company was awarded the contract for a seawater reverse osmosis desalination plant with a capacity of 1,00,000 m3/d in Chennai including an O&M contract for seven years. During FY 2013-14, the Company received orders for its Industrial Water Group (IWG) from international petrochemical and fertilizer industry. It executed projects involving complex processes like boron removal, a first-of-its-kind treatment in India. The Swiss office of WABAG implemented about 36 projects in CADISON; the International Engineering Centre (Pune) and the MBG in Chennai have successfully completed the pilot project. In order to bring uniformity in the software usage the Company adopted the CADISON platform for engineering during the financial year. WABAG has further developed the direct application of Powdered Activated Carbon (PAC) onto ultra-filtration membranes and the partial PAC recovery. During FY 2014-15, WABAG entered into a technology tie up with Royal Haskoning DHV for the introduction of state-of-the-art Nereda Technology in India, apart from Switzerland to meet the growing market expectations. During year 2015-16, Malaysia's National Oil and Gas company, Petroliam Nasional Berhad (PETRONAS) 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). During the FY 2016-17, WABAG undertook promotion of projects with better technologies for reducing plant life-cycle costs. It further successfully completed Reliance Industries' Hazira Effluent Treatment Plant (first ever plant for treating petrochemical cocktail effluent) and JSPL's Angul Effluent Treatment Plant (first ever gasification effluent plant having 80% recovery). The LATAM cluster of the Company focuses on the countries of Ecuador, Brazil, Chile, Peru, Uruguay, Mexico, Colombia and Argentina. The major focus in FY 2016-17 was to bring Centralization of infrastructure services and Global ERP upgrade. During FY 2017-18, the company further continued to extend engineering support to its global offices in Austria and Romania. With regard to Information Technology initiatives, the company primarily focused on adopting various digital initiatives and undertaking technology restructure of the Global ERP upgrade. Digitization and analytics have created lot of interest across WABAG global offices. During the year 2018, the Company incorporated a subsidiary viz., M/s VA TECH WABAG BRAZIL SERVICOS DE AGUA E SANEAMENTO LTDA in the country of Brazil. 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. During the year 2018, the Company earned a dividend income of Rs 20 Crore from its overseas investment. During the year, as part of business restructuring, expansion and other plans in Europe, LATAM and MEA clusters, some of the steps initiated by the Company were:1. It 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 were 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.

Va Tech Wabag Ltd Directors Reports

Dear Members,

The Board of Directors of your Company is pleased to present its Twenty Eighth (28th) report on the business and operational performance of the Company together with the allocations from various 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 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 2022-23 (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 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.

KEY PROJECT UPDATES

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, pre-part in the 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. 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 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 Treatment Plant (CETP) is expected to be commissioned by early next year.

DHAKAWATERSUPPLY&SEWERAGEAUTHORITY

– 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 wherebio 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, asustainable 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).

SOUTH DOHA STP PROJECT – QATAR

This EPC project from Pubic Works Authority (ASHGAL) is for rehabilitation of South Doha Sewerage Treatment facility using clarification, filtrationand 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. (5) years w.e.f. August

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 26th AGM held on August 25, 2021 for a period of three (3) years, has to be considered to retire by rotation at the ensuing 28th 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 28th AGM of the Company. The Board of Directors of your Company recommends his re-appointment.

INDEPENDENT DIRECTORS

The Members of the Company at the 25th 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 01, 2023 to July 31, 2028 who shall not be liable to retire by rotation.

The Members of the Company at the 26th 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 self-assessment test conducted by the 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 28th AGM of the Company.

EXECUTIVE DIRECTORS

The Members of the Company at the 23rd AGM held on August 10, 2018, had approved the re-appointment of Mr. S. Varadarajan (DIN: 02353065), as the Whole Time Director of theCompanytoholdoffice five(5) years foraperiodof 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.

FINANCIAL STATEMENTS

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 IICAproficiency (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 2022-23. 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 governancefinalised by the Board before the beginning of the year to 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. controls,

The annual calendar of the Board and Committee Meetings are 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. either in physical form or electronic form.

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 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 23rd 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 28th 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 33rd 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 branchofficein 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 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.

PartyThere were no materially significant 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 its liquidation and 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 2022-23, 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 and material orders passed by the Therearenosignificant 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 or re-enactment(s) (includinganystatutory modification(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.

For and on behalf of the Board of Directors of
VA TECH WABAG LIMITED
Milin Mehta Rajiv Mittal
Date: May 19, 2023 Director Chairman and Managing Director
Place: Chennai (DIN: 01297508) (DIN: 01299110)

   

Va Tech Wabag Ltd Company Background

Rajiv MittalRajiv Mittal
Incorporation Year1995
Registered OfficeWabag House No 17 S Kolathur,200 Ft Tho Pallavaram Main Rd
Chennai,Tamil Nadu-600117
Telephone91-44-39232323,Managing Director
Fax91-44-39232324
Company Secretary
AuditorSharp & Tannan
Face Value2
Market Lot1
ListingBSE,MSEI ,NSE,
RegistrarKFin Techologies Ltd
Karvy Selenium Tow-B,31&32 Financial Dist,Nanakramguda ,Hyderabad-500032

Va Tech Wabag Ltd Company Management

Director NameDirector DesignationYear
Rajiv MittalChairman & Managing Director2023
S VaradarajanWhole-time Director2023
Milin MehtaIndependent Director2023
Vijaya SampathIndependent Director2023
Ranjit SinghIndependent Director2023
Amit GoelaDirector2023
Pankaj MalhanDeputy Managing Director & CEO2023

Va Tech Wabag Ltd Listing Information

Listing Information
BSESMALLCA
BSEALLCAP
BSEUTILITI
NFTMICC250
NFTYTOTMKT

Va Tech Wabag Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Construction ContractsNA0001526.74
Operation & Maintenance ContraNA000195.19
Other Operating RevenueNA00024.39
Income from operationsNA0000

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