We have audited the accompanying standalone financial statements of
VA Tech Wabag Limited ('the Company’), which comprise the balance
sheet as at 31 March 2026, the statement of profit and loss (including
other comprehensive income), the statement of cash flows and the
statement of changes in equity for the year ended on that date and
notes to the standalone financial statements, including a summary
of material accounting policies and other explanatory information
(hereinafter referred to as 'the standalone financial statements’).

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Companies Act, 2013 ('the Act’)
in the manner so required and give a true and fair view in conformity
with the Indian Accounting Standards prescribed under section 133
of the Act read with Companies (Indian Accounting Standards) Rules,
2015, as amended ('Ind AS’) and other accounting principles generally
accepted in India, of the state of affairs of the Company as at 31 March
2026, and its profit and total comprehensive income, its cash flows and
changes in equity for the year ended on that date.

Basis for opinion

We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing ('Standards’) specified
under section 143(10) of the Act. Our responsibilities under those
Standards are further described in the 'Auditor’s Responsibilities for the
Audit of the Standalone Financial Statements’ section of our report.

We are independent of the Company in accordance with the Code of
Ethics issued by the Institute of Chartered Accountants of India ('ICAI’)
together with the ethical requirements that are relevant to our audit of
the standalone financial statements under the provisions of the Act
and the rules made thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI’s
Code of Ethics. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion on the
standalone financial statements.

Key audit matters

Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the standalone financial
statements of the current period. These matters were addressed in the
context of our audit of the standalone financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. We have determined the matters described
below to be the key audit matters to be communicated in our report.

Information other than the standalone financial statements and auditor’s report thereon

The Board of Directors of the Company is responsible for the preparation of the other information. The other information comprises the information
included in the management discussion and analysis, Board’s report including annexures to Board’s report, business responsibility and sustainability
report and report on corporate governance, but does not include the standalone financial statements and our report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it
becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our
knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged
with governance for the standalone financial
statements

The Management and the Board of Directors of the Company is
responsible for the matters stated in section 134(5) of the Act with
respect to the preparation and presentation of these standalone financial
statements that give a true and fair view of the financial position, financial
performance including other comprehensive income, cash flows and
changes in equity of the Company in accordance with the Ind AS
prescribed under section 133 of the Act, read with Companies (Indian
Accounting Standards) Rules, 2015, as amended and other accounting
principles generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgements and
estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of
accounting records, relevant to the preparation and presentation of the
standalone financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud and error.

In preparing the standalone financial statements, the management and
the Board of Directors of the Company is responsible for assessing
the Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going
concern basis of accounting unless management and the Board
of Directors either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the
Company’s financial reporting process.

Auditor’s responsibility for the audit of the standalone
financial statements

Our objectives are to obtain reasonable assurance whether the
standalone financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance
with the Standards will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the
basis of these standalone financial statements.

As part of an audit in accordance with the Standards, we exercise
professional judgment and maintain professional skepticism throughout
the audit. We also:

• identify and assess the risks of material misstatement of the
standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks,

and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control;

• obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also
responsible for expressing our opinion on whether the Company
has adequate internal financial controls with reference to financial
statements and the operating effectiveness of such controls;

• evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures
made by the management;

• conclude on the appropriateness of management’s use of the
going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures
in the standalone financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company to
cease to continue as a going concern;

• evaluate the overall presentation, structure and content of the
standalone financial statements, including the disclosures, and
whether the standalone financial statements represent the
underlying transactions and events in a manner that achieves
fair presentation;

• obtain sufficient appropriate audit evidence regarding the
financial information of the Company and its joint operations to
express an opinion on the standalone financial statements.

Materiality is the magnitude of misstatements in the standalone
financial statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable user of
the standalone financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope
of our audit work and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in the standalone
financial statements.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding

independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
of the current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor’s Report) Order, 2020
('the Order’) issued by the Central Government of India in terms
of section 143(11) of the Act, we give in Annexure A to this report,
a statement on the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

(a) we have sought and obtained all the information and
explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit;

(b) in our opinion, proper books of accounts as required by law
have been kept by the Company so far as it appears from
our examination of those books;

(c) the balance sheet, the statement of profit and loss including
other comprehensive income, the statement of cash flows
and statement of changes in equity dealt with by this report
are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone financial statements
comply with the Indian Accounting Standards prescribed
under section 133 of the Act, read with Companies (Indian
Accounting Standards) Rules, 2015, as amended;

(e) on the basis of the written representations received from
the directors as on 31 March 2026 taken on record by the
Board of Directors, none of the directors is disqualified as
on 31 March 2026 from being appointed as a director in
terms of section 164(2) of the Act;

(f) with respect to the adequacy of internal financial controls
with reference to financial statements of the Company
and the operative effectiveness of such controls, refer to
our separate report in Annexure 'B’. Our report expresses
an unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial controls
with reference to financial statements;

(g) with respect to other matters to be included in the Auditor’s
Report in accordance with the requirements of section
197(16) of the Act, as amended, in our opinion and to the
best of our information and according to the explanations
given to us, the remuneration paid by the Company to
its directors during the year is in accordance with the
provisions of section 197 of the Act;

(h) with respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended,
in our opinion and to the best of our information and
according to the explanations given to us:

i. the Company, as detailed in Note 41 to the standalone
financial statements, has disclosed the impact of
pending litigations on its financial position;

ii. as detailed in Note 18 to the standalone financial
statements, the foreseeable losses on the long-term
contracts of the Company are not material;

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

iv. a) the management has represented that, to

the best of its knowledge and belief, no funds
(which are material either individually or in the
aggregate) have been advanced or loaned or
invested (either from borrowed funds or share
premium or any other sources or kind of funds)
by the Company to or in any other person or
entity, including foreign entity ('Intermediaries’),
with the understanding, whether recorded
in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or
invest in other persons or entities identified in
any manner whatsoever by or on behalf of the
Company ('Ultimate Beneficiaries’) or provide
any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

b) the management has represented, that, to
the best of its knowledge and belief, no funds
(which are material either individually or in the
aggregate) have been received by the Company
from any person or entity, including foreign entity
('Funding Parties’), with the understanding,
whether recorded in writing or otherwise,
that the Company shall, whether, directly or
indirectly, lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Funding Party ('Ultimate
Beneficiaries’) or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries;

c) based on the audit procedures that have been
considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of
Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement. Also, refer to
note 44 of the standalone financial statements.

a) The final dividend paid by the Company during
the year in respect of the same declared for the
previous year is in accordance with Section
123 of the Companies Act 2013 to the extent it
applies to payment of dividend

b) as stated in note 14(d) to the financial
statements, the Board of Directors of the
Company have proposed a final dividend
for the year which is subject to approval of
the members at the ensuing annual general
meeting. The amount of dividend declared is in
accordance with section 123 of the Act to the
extent it applies to declaration of dividend.

vi. based on our examination of the books of account
maintained using accounting software which
included test checks, the Company has used
accounting software for maintaining its books of
account for the financial year ended 31 March 2026
which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the
year for all relevant transactions recorded in the
software. Further, during the course of our audit,
we did not come across any instance of audit trail
feature being tampered with, and the audit trail has
been preserved by the Company as per the statutory
requirements for record retention. Also, refer to note
45(f) of the standalone financial statements..

for SHARP & TANNAN
Chartered Accountants
(Firm’s Registration No. 003792S)

P. Rajesh Kumar
Partner

Place : Chennai Membership No. 225366

Date : 21 May 2026 UDIN: 26225366YZZADJ9939