1. We have audited the accompanying financial statements of
Bajaj Healthcare 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 Flow and the Statement of Changes in Equity for
the year then ended, and notes to the financial statements,
including material accounting policy information and other
explanatory information.
2. In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid 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 ('Ind AS') specified under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015
and other accounting principles generally accepted in India, of
the state of affairs of the Company as at 31 March 2026, and its
profit (including other comprehensive income), its cash flows
and the changes in equity for the year ended on that date.
Basis for Opinion
3. We conducted our audit in accordance with the Standards
on Auditing 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 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 financial statements under the provisions of the Act and
the rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for
our opinion.
Key Audit Matters
4. Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
financial statements of the current period. These matters were
addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
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5. We have determined the matters described below to be the key audit matters to be communicated in our report.
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Key audit matters
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How our audit addressed the key audit matters
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Revenue recognition
(Refer note 2.1 of the financial statement for revenue recognized during
the year and note 42 for disaggregate revenue information under Ind
AS 115)
The Company's revenue principally comprises of sales of active
pharmaceutical ingredients and is recognised in accordance with the
accounting policy described In Note 2.1 to the accompanying financial
statements.
The Company recognises revenue when control of the goods is
transferred to the customer, which is determined in accordance with
the arrangement with the customers but generally occurs on delivery
to the customer.
Revenue from rendering of services is recognised over time by
measuring the progress towards complete satisfaction of performance
obligations at the reporting period.
Revenue is measured at the amount of consideration which the
Company expects to be entitled to in exchange for transferring distinct
goods or services to a customer as specified in the contract.
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Our audit procedures relating to revenue recognition
included, but were not limited, to the following:
? Obtained an understanding of the Company's process of
revenue recognition and assessed the design, implementation
and operating effectiveness of management's key internal
financial controls in relation to revenue recognition.
? Assessed the appropriateness of the revenue recognition
accounting policy and its compliance with Ind AS 115,
Revenue from Contracts with Customers
? Performed substantive testing by selecting samples of
revenue transactions pertaining to sale of products and
services recorded during the year and during specific periods
before and after year end, and verified the underlying
supporting documents including contracts, agreements,
sales invoices and dispatch/shipping documents to ensure
revenue has been recorded with the correct amount and in
the correct period for such sample transactions in accordance
with the accounting policy of the Company;
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Key audit matters
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How our audit addressed the key audit matters
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We have identified recognition of revenue as key audit matter since
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?
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Performed analytical review procedures which includes ratio
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the Company and its external stakeholders focus on revenue as a key
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analysis and variance analysis on revenue recognized during
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performance measure, which could create an incentive for revenue to
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the year to identify any unusual trends.
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be overstated or recognised before control has been transferred.
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?
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Tested manual journal entries pertaining to revenue selected
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Due to the aforesaid factors and as per the requirements of Standards
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based on risk-based criteria; and
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of Auditing, revenue recognition is determined to be an area involving
significant risk and hence, required significant auditor attention.
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?
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Evaluated the adequacy of disclosures made in the
financial statements in accordance with applicable
accounting standards.
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Discontinued Operations
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Our audit procedures relating to Discontinued Operations
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(Refer note 2.18 for the accounting policy related Discontinued
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included, but were not limited to the following:
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Operations of the financial statements)
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?
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Obtained an understanding of the management process
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(Refer Note 48 related to Discontinued Operations as presented in
financial statements)
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and assessed the design, implementation and operating
effectiveness of management's key internal financial controls
in relation to identification, accounting and presentation of
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During the financial year ("FY") 2023-24, the Board of Directors, at its
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discontinued operations;
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meeting held on 28 June 2023, had approved a plan to sell four units of
the Company situated at Tarapur and a land parcel at Dahej (collectively
referred to as the "Disposal Group"). Accordingly, the Company classified
the assets and liabilities relating to the Disposal Group as held for sale
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?
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Evaluated the appropriateness of the Company's accounting
policies in relation to discontinued operations in accordance
with the requirements of Ind AS 105;
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in accordance with Ind AS 105, Non-current Assets Held for Sale and
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?
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Verified the minutes of the respective meetings of the Board
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Discontinued Operations. Of the four units, one unit was sold during
FY 2023-24 and another during FY 2025-26. The Company continues to
classify the assets and liabilities relating to the remaining Disposal Group
as held for sale, as the criteria prescribed under Ind AS 105 continue to
be met. Further, the Company has identified the Disposal Group as a
discontinued operation under Ind AS 105 and has complied with the
related presentation and disclosure requirements prescribed therein.
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?
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of Directors and shareholders of the Company and relevant
approvals relating to the plan to dispose of the disposal group;
Evaluated the basis of the management's assessment
of classification of Disposal Group as 'held for sale' and
'Discontinued Operations' in accordance with the applicable
Ind AS 105.
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In accordance with the requirements of Ind AS 105, the Company has
measured the disposal group of assets at lower of carrying value and fair
value less costs to sell. The management has appointed an independent
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?
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Obtained valuation reports from management's experts for
evaluating the appropriateness of measurement of fair value
of assets and liabilities of the Disposal Group;
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valuer to determine the fair value of such assets and liabilities.
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?
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For the Sale during the year, verified the sale agreement and
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Net Loss from discontinued operations in respect of units as above
for the year ended 31 March 2026 is H511.69 lakhs which has been
presented as single line item in Statement of Profit and Loss with
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traced the sale proceeds received to Bank Statement and
recomputed Gain/loss, additionally ensured asset has been
discarded from Fixed Asset register
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detailed disclosures in note 48.
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?
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Assessed the adequacy and appropriateness of the
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We have identified Discontinued Operations as a key audit matter
considering the significance of the disposal group to the overall financial
statements. Further, the aforesaid valuation of the assets and liabilities
involved significant estimates and management judgement, requiring
special auditor attention in the current year audit.
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disclosures in the financial statements, relating to the
discontinued operations, as required by the applicable Indian
Accounting Standards.
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Information other than the Financial Statements
and Auditor's Report thereon
6. The Company's Board of Directors are responsible for the other
information. The other information comprises the information
included in the Annual Report but does not include the
financial statements and our auditor's report thereon. The
Annual Report is expected to be made available to us after the
date of this auditor's report.
Our opinion on the financial statements does not cover
the other information and we will not express any form of
assurance conclusion thereon.
In connection with our audit of the 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
financial statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
When we read the Annual Report, if we conclude that there is a
material misstatement therein, we are required to communicate
the matter to those charged with governance.
Responsibilities of Management andThose Charged
with Governance for the Financial Statements
7. The accompanying financial statements have been approved
by the Company's Board of Directors. The Company's Board of
Directors are responsible for the matters stated in section 134(5)
of the Act with respect to the preparation and presentation
of these financial statements that give a true and fair view of
the financial position, financial performance including other
comprehensive income, changes in equity and cash flows
of the Company in accordance with the Ind AS specified
under section 133 of the Act 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 judgments 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 the accounting records, relevant to
the preparation and presentation of the financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
8. In preparing the financial statements, the Board of Directors 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 the Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternative
but to do so.
9. The Board of Directors is also responsible for overseeing the
Company's financial reporting process.
Auditor's Responsibilities for the Audit of the
Financial Statements
10. Our objectives are to obtain reasonable assurance about
whether the 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 Standards on Auditing
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 financial statements.
11. As part of an audit in accordance with Standards on Auditing,
specified under section 143(10) of the Act we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:
? Identify and assess the risks of material misstatement of
the 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 in
place 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 management;
? Conclude on the appropriateness of Board of Directors'
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 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; and
? Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures, and
whether the financial statements represent the underlying
transactions and events in a manner that achieves
fair presentation.
12. 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.
13. 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.
14. From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the 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
15. As required by section 197(16) of the Act, based on our audit,
we report that the Company has paid remuneration to its
directors during the year in accordance with the provisions of
and limits laid down under section 197 read with Schedule V to
the Act.
16. 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 the Annexure A,
a statement on the matters specified in paragraphs 3 and 4 of
the Order, to the extent applicable.
17. Further to our comments in Annexure A, as required by section
143(3) of the Act based on our audit, we report, to the extent
applicable, that:
a) We have sought obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit of the
accompanying financial statements;
b) Except for the matters stated in paragraph 17(h)(vi) below
on reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended), in our opinion, proper
books of account as required by law have been kept by
the Company so far as it appears from our examination of
those books
c) The financial statements dealt with by this report are in
agreement with the books of account;
d) In our opinion, the aforesaid financial statements comply
with Ind AS specified under section 133 of the Act;
e) On the basis of the written representations received
from the directors and 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) The modification relating to the maintenance of accounts
and other matters connected therewith are as stated in,
paragraph 17(b) above on reporting under section 143(3)
(b) of the Act and paragraph 17(h)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended);
g) With respect to the adequacy of the internal financial
controls with reference to financial statements of the
Company as on 31 March 2026 and the operating
effectiveness of such controls, refer to our separate report
in Annexure B wherein we have expressed an unmodified
opinion; and
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 46 to the financial
statements, has disclosed the impact of pending
litigation(s) on its financial position as at 31
March 2026.
ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses as at 31 March 2026.
iii. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company during the year ended 31
March 2026.
iv. a. The management has represented that, to the
best of its knowledge and belief, as disclosed in
note 50(v) to the financial statements, no funds
have been advanced or loaned or invested (either
from borrowed funds or securities premium
or any other sources or kind of funds) by the
Company to or in any person(s) or entity(ies),
including foreign entities ('the 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 ('the Ultimate Beneficiaries') or provide
any guarantee, security or the like on behalf the
Ultimate Beneficiaries;
b. The management has represented that, to the
best of its knowledge and belief, as disclosed in
note 50(vi) to the financial statements, no funds
have been received by the Company from any
person(s) or entity(ies), including foreign entities
('the 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; and
Based on such audit procedures performed
as considered reasonable and appropriate
in the circumstances, nothing has come to
our notice that has caused us to believe that
the management representations under
sub-clauses (a) and (b) above contain any
material misstatement.
v. The final dividend paid by the Company during the
year ended 31 March 2026 in respect of such dividend
declared for the previous year is in accordance with
section 123 of the Act to the extent it applies to
payment of dividend.
As stated in note 39 to the accompanying financial
statements, the Board of Directors of the Company
have proposed final dividend for the year ended 31
March 2026 which is subject to the approval of the
members at the ensuing Annual General Meeting.
The dividend declared is in accordance with section
123 of the Act to the extent it applies to declaration
of dividend.
vi. As stated in Note 43 to the financial statements
and based on our examination which included test
checks, the Company, in respect of financial year
commencing on or after 1 April 2025, has used an
accounting software is operated by a third-party
software service provider for maintaining its books of
account which has a feature of recording audit trail
facility and the same has been operated throughout
the year for all relevant transactions recorded in the
software at the application level. In absence of an
'Independent Service Auditor's Assurance Report
on the Description of Controls, their Design and
Operating Effectiveness' ('Type 2 report' issued in
accordance with SAE 3402, Assurance Reports on
Controls at a Service Organization), we are unable to
comment on whether audit trail feature of the said
software was enabled and operated throughout the
year for all relevant transactions or whether there were
any instances of audit trail feature being tampered
with at the database level. The audit trail has been
preserved at the application level by the Company as
per the statutory requirements for record retention.
Further, due to absence of the Type 2 report, we are
unable to comment on preservation of audit trail at
the database level.
For Walker Chandiok & Co LLP
Chartered Accountants
Firm's Registration No.: 001076N/N500013
Yashwant M. Jain
Partner
Membership No.: 118782
UDIN: 26118782XYHJVL9306
Place: Mumbai
Date: 08 May 2026
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