1. We have audited the accompanying financial statements of
Bajaj Healthcare Limited ('the Company'), which comprise
the Balance Sheet as at 31 March 2025, 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 2025, 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.

5. We have determined the matters described below to be the
key audit matters to be communicated in our report

6. Information other than the Financial Statements
and Auditor's Report thereon

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 and Those 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. I n 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:

• I dentify 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;

• 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 and 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) 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 except for the
matters stated in paragraph 17 (f) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended)

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 2025 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 2025 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 45 to the
financial statements, has disclosed the impact of
pending litigation(s) on its financial position as at
31 March 2025.

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 2025;

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 2025;

iv. a. The management has represented that,

to the best of its knowledge and belief,
as disclosed in note 48(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 48(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

c. Based on such audit procedures performed
as considered reasonable and appropriate

For Walker Chandiok & Co LLP

Chartered Accountants

Firm's Registration No.: 001076N/N500013

Yashwant M. Jain

Partner

Membership No.: 118782
UDIN: 25118782BMOEMD1317

Place: Thane
Date: 26 May 2025