Report of the Board of Commissioners

Esteemed Shareholders and Stakeholders,

All praise to God Almighty for His grace and blessings, which have enabled PT Waskita Karya (Persero) Tbk to continue conducting its business activities and maintaining operational continuity amid the dynamics of the construction industry and ongoing economic pressures throughout 2025.

The Board of Commissioners is of the view that the Board of Directors has performed its management functions optimally, by maintaining a balance between short-term performance delivery and the long-term strengthening of the Company's business foundation. The various strategic initiatives implemented throughout the year are assessed to have made a tangible contribution to enhancing the Company's value, while further reinforcing the Company's position in navigating the dynamics and uncertainties of market conditions.

Throughout 2025, the Board of Commissioners has also actively exercised oversight with respect to the policies and strategic measures undertaken by the Board of Directors, by ensuring that all decisions were made in accordance with the principles of prudence, sound risk management, and full compliance with Good Corporate Governance (GCG) principles.

Through this report, the Board of Commissioners would like to present an account of the Company's performance for the period January 1 to December 31, 2025. We hope that shareholders and stakeholders will be able to gain an understanding of the business developments that have taken place within the Company in 2025.

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Views on the Global and National Economy

Global Economic Conditions

The Board of Commissioners views that throughout 2025, the global economy exhibited a decelerating trend compared to the preceding period. Based on the World Economic Outlook report published by the International Monetary Fund (IMF), global economic growth in 2025 is projected at approximately 3.3%. This figure reflects a moderation in growth, particularly among advanced economies, which are estimated to expand by only around 1.8%. Emerging market economies, on the other hand, demonstrated relatively resilient performance, with projected growth of 4.2%, driven by sustained domestic consumption and investment activity.

These conditions were shaped by the ever-evolving dynamics of international economic policy. Geopolitical fragmentation in the Middle East, alongside the protracted conflict between Russia and Ukraine, has remained a recurring source of challenge to the global economy. Furthermore, the high-tariff policies imposed by the United States on a number of its trading partners have further amplified uncertainty in global economic trends.

In the face of an increasingly complex global landscape, the Company is called upon to continuously enhance its capacity to adapt to a shifting business environment. The global economic slowdown and heightened financial market volatility have the potential to affect both the operational and financial performance of the Company. Nevertheless, the continued strong demand for infrastructure development domestically serves as an important supporting factor.

National Economic Conditions

At the national level, the Board of Commissioners notes that the Indonesian economy remained on a relatively stable growth trajectory, with realized growth of 5.11% (c-to-c), surpassing the 5.03% (c-to-c) growth recorded in 2024. On the production front, the Other Services sector registered the highest growth at 9.93%, while on the expenditure side, the Exports of Goods and Services component recorded the highest growth at 7.03%. These achievements were consistently supported by domestic consumption, increased investment, and the continued implementation of the Government's infrastructure development programs. An expansive yet well-directed fiscal policy, coupled with the strengthening of domestic financing, has proven to provide a solid foundation for the continuity of construction activities across the nation.

Within the construction sector and the construction services industry in which the Company operates, the Board of Commissioners observes gradual signs of recovery, supported by the continuation of National Strategic Projects (PSN) and the acceleration of connectivity development. According to data from the Statistics Indonesia (BPS), GDP growth by business field in 2025 recorded a growth rate of only 3.81% (c-to-c) in the construction sector. This figure reflects significant industry challenges, particularly in relation to cash flow pressures, material cost fluctuations, and tightening financing for large-scale projects. Accordingly, the Board of Commissioners emphasizes that these measured growth opportunities must be matched with disciplined risk management, robust governance, and the adaptive execution of strategy by the Board of Directors, in order to sustain the Company's long-term performance.

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Performance Assessment of the Board of Directors

The Board of Commissioners consistently applies the principles of Good Corporate Governance through a comprehensive evaluation of the Board of Directors' performance. This assessment is conducted periodically, combining 2 (two) primary methods, namely Key Performance Indicator (KPI)-based evaluation at both the individual and collegial levels. This process serves as an important instrument for the Board of Commissioners to ensure the effectiveness of leadership in executing business strategies, mitigating risks, and guaranteeing the achievement of strategic targets, with the aim of creating sustainable added value for all stakeholders.

Furthermore, the performance assessment of the Board of Directors encompasses 5 (five) strategic perspectives that reflect the Company's long-term commitments, ranging from economic and social value for Indonesia, business model innovation, technology leadership, investment enhancement, to human capital development. Based on the results of an objective review of these parameters, the Board of Directors successfully recorded a KPI score of 103.15. The Board of Commissioners expresses its appreciation for this achievement, which demonstrates results-oriented leadership dedication and readiness in facing challenging market dynamics.

In addition to the KPI-based assessment, evaluation is also conducted through an assessment of the implementation of Good Corporate Governance principles. This assessment is carried out periodically on an annual basis by a third-party assessor, with reference to general frameworks such as the Indonesian Corporate Governance Guidelines (PUGKI) and the regulatory guidelines applicable to State-Owned Enterprises (SOEs), namely the Minister of SOEs Regulation No. PER-2/MBU/03/2023. These guidelines serve as the standard reference for shareholders in gauging the success of the Board of Directors in managing the Company's operations and strategy in a professional manner. As a manifestation of transparency and public accountability, the results of the performance assessment are subsequently ratified at the General Meeting of Shareholders (GMS), reflecting the alignment between actual performance and the parameters established at the outset of the fiscal year.

Operational Performance
In 2025, the Board of Directors delivered meaningful contributions to the continuity of the Company's operations. Through strong performance and strategic initiatives, the Company secured 20 new tenders, representing a tender win rate of 18.35%, with a total tender value of Rp7.39 trillion. As a result, the Company recorded a New Contract Value (NCV) of Rp12.52 trillion in 2025.

The Board of Commissioners commends the Board of Directors for its ability to maintain sound operational momentum. Through positive guidance and recommendations, the Board of Commissioners looks forward to the Board of Directors delivering continued business growth for the Company in the future.

Financial Performance
As of December 31, 2025, the Company recorded total revenue of Rp8.82 trillion, with gross profit of Rp1.58 trillion, representing an increase of 11.60% compared to the gross profit of the preceding year, while recording a net loss for the year of Rp4.48 trillion. The Company also posted total assets of Rp70.73 trillion, total liabilities of Rp67.06 trillion, and equity of Rp3.67 trillion.

The Company recorded cash flows from investing activities of Rp4.64 trillion, an increase of 212.28% compared to Rp1.49 trillion in the preceding year. This improvement in cash flows from investing activities contributed to a strengthening of the Company's liquidity position, as reflected in cash and cash equivalents of Rp4.41 trillion, an increase of 75.17% from Rp2.52 trillion in the previous year. Meanwhile, restricted cash was recorded at Rp1.33 trillion, a decrease of 52.19% compared to Rp2.79 trillion in the preceding year.

These positive results need further improvement, and the financial recovery strategy must be implemented with consistent discipline. The Board of Commissioners trusts that the strong synergy and cooperation established will enable the realization of a sustainable future for the Company's business operations going forward.

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Oversight of the Formulation and Implementation of Strategy by the Board of Directors

The Board of Commissioners recognizes that its oversight role over the formulation and implementation of strategy constitutes a primary priority in ensuring that the direction of the Company's management remains on the appropriate course. Every strategic policy formulated by the Board of Directors must be aligned with the Company's vision, mission, and long-term interests, while adhering to the principles of Good Corporate Governance.

In the strategy formulation stage, the Board of Commissioners critically reviews the business plans submitted by the Board of Directors, including growth strategies, financial policies, and operational initiatives. The Board of Commissioners ensures that all such strategies are developed on the basis of comprehensive analysis, taking into account macroeconomic conditions, industry dynamics, and relevant risk exposures. This approach is essential to ensure that every strategic decision is well-founded and capable of being effectively implemented.

At the implementation stage, the Board of Commissioners consistently monitors and evaluates the execution of established strategies. Through regular meetings, discussions with supporting committees, and reviews of performance reports, the Board of Commissioners assesses the effectiveness of the Board of Directors' execution. Should discrepancies arise between targets and actual results, the Board of Commissioners will provide clear direction and measurable recommendations for improvement to ensure that performance is achieved in accordance with established plans.

The Board of Commissioners also pays particular attention to the efforts of the Board of Directors in maintaining business sustainability, particularly in the context of the Company's post-financial restructuring phase. These efforts are directed at implementing strategies through the strengthening of risk management and the consistent maintenance of financial stability as the primary foundation for the Company's recovery and future growth.

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Mechanism and Frequency of Advisory to the Board of Directors

The Board of Commissioners regards the provision of advisory as a strategic instrument to ensure that the direction of the Company's management remains on a prudent, measured, and sustainability-oriented course. The Board of Commissioners is of the view that the quality of the Board of Directors' decisions is a key determinant of business success, and that every policy adopted must be subject to careful deliberation, grounded in data, and aligned with the Company's long-term interests.

The Board of Commissioners exercises oversight through the provision of guidance, recommendations, and support to the Board of Directors via the following mechanisms:

  1. Joint Meetings
    The Board of Commissioners and the Board of Directors regularly convene joint meetings to deliberate on various strategic matters, including financial performance, operations, risk management, and business development. In this forum, the Board of Commissioners provides direction and evaluation with respect to strategies that have been or are to be implemented by the Board of Directors. In 2025, the Board of Commissioners and the Board of Directors held a total of 12 (twelve) joint meetings, exceeding the number of joint meetings planned in the Work Plan and Budget (RKA).
  2. Thematic Meetings with the Relevant Members of the Board of Directors
    The Board of Commissioners periodically convenes thematic meetings with the relevant members of the Board of Directors to conduct focused discussions on specific issues with the Directors responsible for the respective areas. This serves as a form of comprehensive and well-targeted oversight by the Board of Commissioners. In 2025, the Board of Commissioners invited members of the Board of Directors to thematic meetings on 12 (twelve) occasions.
  3. Committee Mechanisms Under the Board of Commissioners
    The Board of Commissioners is also supported by committees under its purview, including the Audit Committee, the Risk Monitoring and Integrated Governance Committee, and the Nomination and Remuneration Committee, which conduct in-depth reviews of the policies and performance of the Board of Directors. The findings of these committees serve as the basis for providing strategic direction to the Board of Directors in the discharge of its duties and responsibilities.

At every meeting, the Board of Commissioners consistently emphasizes discipline in strategy implementation, the acceleration of the financial recovery program, and the strengthening of governance as the primary foundation for performance recovery. The Board of Commissioners also ensures that there is clear accountability for every strategic decision. This approach reflects the Board of Commissioners' commitment to ensuring that the transformation process not only progresses, but also produces tangible and sustainable improvements.

With an integrated mechanism and a high level of supervisory intensity, the Board of Commissioners is confident that the advisory function to the Board of Directors has been carried out effectively in upholding strategic discipline, strengthening stakeholder confidence, and ensuring that the Company moves toward more optimal growth.

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Views on the Implementation of Good Corporate Governance

The Board of Commissioners is of the view that the implementation of Good Corporate Governance within the Company has transcended mere administrative compliance, and has evolved into the primary foundation for sustaining business continuity, strengthening credibility, and building market confidence. GCG serves as a disciplinary framework that ensures every strategic and operational decision of the Company is executed in a measured, transparent, and accountable manner.

In the 2025 Fiscal Year, the Board of Directors consistently strengthened the implementation of governance principles through improvements in regulatory compliance quality, the reinforcement of the internal control system, and the integration of risk management into the decision-making process. The Board of Commissioners is of the view that the transformation direction pursued by the Company, anchored on 3 (three) core pillars, portfolio & innovation, lean, and digitalization, has provided a clear and strategic direction for building operations that are adaptive, efficient, and highly competitive amid the complexities of the construction industry.

The Board of Commissioners actively ensures that GCG implementation has been internalized within the Company's work culture and organizational behavior. Continuous evaluation is conducted with respect to the quality of policies, the effectiveness of strategy execution, and integrity in operational processes. The Board of Commissioners also firmly encourages the Board of Directors to strengthen its systems, so that the principles of transparency, accountability, responsibility, independence, and fairness are not merely formal guidelines, but are reflected in every level of decision-making.

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Views on the Implementation of the Whistleblowing System

The implementation of the Whistleblowing System (WBS) within Waskita Karya has been carried out effectively. The Board of Commissioners observes that the Board of Directors has been able to operate the WBS as an early warning system to ensure that operations can proceed optimally in accordance with established plans.

The system is managed prudently through the WBS team, comprising the Violation Reporting System Manager (SPP), the Investigation Committee, and the Final Decision-Making Team (TPTA). Furthermore, the strengthening of the oversight system is also carried out through the optimization of the roles of internal and external audit, as well as the enhancement of risk management maturity as a mitigation instrument against potential exposures that may affect the Company's performance.

Meanwhile, the acceleration of digitalization has become a strategic element in strengthening the quality of governance. The utilization of integrated systems such as SAP, ERP, and BIM not only enhances operational efficiency, but also strengthens transparency, data accuracy, and end-to-end business process accountability. The Board of Commissioners is of the view that digitalization is not merely a technology enabler, but a transformative instrument capable of driving data-based decision-making and significantly minimizing operational risks.

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Performance Assessment of Committees Under the Board of Commissioners

The implementation of the Board of Commissioners' duties is supported by the Audit Committee, the Risk Monitoring and Integrated Governance Committee, and the Nomination and Remuneration Committee. The committees supporting the Board of Commissioners' performance have carried out their duties and responsibilities effectively and optimally.

In 2025, the Board of Commissioners conducted an evaluation and assessment of the performance of each Committee. The Audit Committee has performed its internal audit function effectively and actively participated in 37 (thirty-seven) meetings with the Board of Commissioners. The Risk Monitoring and Integrated Governance Committee has fulfilled its duties and responsibilities in managing the Company's risks and actively participated in 31 (thirty-one) meetings with the Board of Commissioners. The Nomination and Remuneration Committee has performed its nomination and remuneration functions optimally and participated in 25 (twenty-five) meetings with the Board of Commissioners.

The evaluations and assessments conducted serve as one of the measures for improvement for the Board of Commissioners in carrying out its duties and responsibilities, and as a basis for consideration in determining strategic policies. The Board of Commissioners trusts that the supporting Committees will continue to uphold and enhance their functions, and together work toward realizing a sustainable future for the Company going forward.

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Views on Business Prospects

The Board of Commissioners projects that the construction and infrastructure sector in 2026 will remain within a positive growth landscape, driven by the consistency of the national development agenda and the substantial increase in demand for basic infrastructure. The Government's acceleration of connectivity and equitable economic development serves as a primary catalyst, with strategic projects such as public transportation development, road connectivity, new regional development, and the continuation of the Nusantara Capital City (IKN) project expected to continue driving demand for national construction services. This momentum provides the Company with the opportunity to further reinforce its strategic role as a pillar of the nation's infrastructure development.

Nevertheless, the Board of Commissioners emphasizes the importance of vigilance with respect to the dynamic nature of the industry, particularly in relation to tightening liquidity in the construction sector and potential fiscal policy adjustments. Operational challenges such as supply chain optimization and project financing efficiency demand particular attention to prevent erosion of profitability. Furthermore, the shifting competitive landscape and increasingly stringent corporate governance requirements are fundamental factors that must be carefully considered by all levels of management in order to maintain business resilience amid global uncertainty.

Comprehensively, the Board of Commissioners is of the view that 2026 offers significant growth opportunities for companies with a solid financial foundation. The Board of Commissioners directs the Board of Directors to exercise greater discipline in project portfolio selection, strengthen integrated risk mitigation, and accelerate digital-based operational transformation. With strengthened governance and precise strategy execution, the Board of Commissioners is confident that the Company will be capable of converting challenges into sustainable competitive advantages for all stakeholders.

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Changes in the Composition of the Board of Commissioners

In 2025, there were changes to the composition of the Company's Board of Commissioners. Information on the changes to the composition of the Company's Board of Commissioners is as follows:

Table of the Board of Commissioners Composition in 2025

Name Position Basis of Appointment Term of Office Period
Sutrisno**** President Commissioner Deed No. 100 dated December 23, 2025 Until the Annual GMS of 2030 First
Heru Winarko*** President Commissioner/Independent Deed No. 50 dated June 24, 2022 Until the Annual GMS of 2027 First
Muhammad Abdullah Syukri** Independent Commissioner Deed No. 82 dated August 29, 2025 Until the Annual GMS of 2030 First
Aqila Rahmani** Independent Commissioner Deed No. 82 dated August 29, 2025 Until the Annual GMS of 2030 First
Muhammad Harrifar Syafar** Independent Commissioner Deed No. 82 dated August 29, 2025 Until the Annual GMS of 2030 First
Ade Abdul Rochim** Commissioner Deed No. 82 dated August 29, 2025 Until the Annual GMS of 2030 First
Hasby Muhammad Zamri** Commissioner Deed No. 82 dated August 29, 2025 Until the Annual GMS of 2030 First
Muhamad Salim* Independent Commissioner Deed No. 50 dated June 24, 2022 Until the Annual GMS of 2027 First
Muradi* Independent Commissioner Deed No. 8 dated June 8, 2023 Until the Annual GMS of 2028 Second
Addin Jauharudin* Independent Commissioner Deed No. 8 dated June 8, 2023 Until the Annual GMS of 2028 First
Dedi Syarif Usman* Commissioner Deed No. 12 dated October 7, 2021 Until the Annual GMS of 2026 First
T. Iskandar* Commissioner Deed No. 48 dated April 27, 2021 Until the Annual GMS of 2026 First

*) No longer served since August 20, 2025.
**) Serving since August 20, 2025.
***) No longer served since December 23, 2025.
****) Serving since December 23, 2025.

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Appreciation and Closing Remarks

The Board of Commissioners extends its highest appreciation to the Board of Directors, the management team, and all members of the Waskita Karya family for their dedication, professionalism, and consistent commitment in carrying out their respective roles and responsibilities throughout 2025. Amid the ever-evolving dynamics of the industry, the Company has demonstrated sound operational performance, which has served to sustain the continuity of the Company's business.

The Board of Commissioners also expresses its sincere gratitude to the shareholders and stakeholders for their trust and support, which has enabled the Company to conduct its operations effectively in order to enhance the delivery of value and benefits in a manner that continues to grow and endure.

The Board of Commissioners is of the view that the achievements attained by the Company are the result of strong synergy among the Company's corporate organs, as well as the successful implementation of good governance through continuous innovation. This serves as an important foundation in maintaining the confidence of shareholders and stakeholders, while further strengthening the Company's position within the national construction and infrastructure industry.

The Board of Commissioners is confident that the Company will be able to grow in accordance with the strategies and initiatives that have been established. The Company is firmly believed to be capable of optimizing every available opportunity and continuously improving its performance in a sustained manner, with a view to realizing the long-term business sustainability of the Company in the years ahead.

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Jakarta, April 16, 2026

SUTRISNO

President Commissioner