We have audited the standalone financial statements of Bajaj Holdings & Investment Ltd. ('the Company),which comprise the Balance Sheet as at 31 March 2026, and the Statement of Profit and Loss(including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows forthe year then ended, and notes to the standalone financial statements, including a summary of material accountingpolicies and other explanatory information (hereinafter referred to as 'standalone financial statements).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaidstandalone financial statements give the information required by the Companies Act, 2013 ('the Act) inthe manner so required and give a true and fair view in conformity with the accounting principles generallyaccepted in India, of the standalone state of affairs of the Company as at 31 March 2026, and its standaloneprofit (including other comprehensive income), standalone changes in equity and its standalone cash flows forthe year ended on that date.
We conducted our audit in accordance with the Standards on Auditing ('SAs) specified under section 143(10)of the Act. Our responsibilities under those Standards are further described in the Auditors' Responsibilities forthe audit of the standalone financial statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the standalone financial statements under the provisionsof the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit ofthe standalone financial statements of the current year. We have determined that there are no key audit mattersto communicate in our report.
The Company's Board of Directors is responsible for the other information. The other information comprisesthe information included in the Management Discussion and Analysis, Board's Report including Annexures toBoard's Report, Business Responsibility and Sustainability Report, Corporate Governance and Shareholder'sInformation but does not include the standalone financial statements and our auditors' report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not expressany form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read theother information and, in doing so, consider whether the other information is materially inconsistent withthe standalone financial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation; we are required to report that fact.
When we read the annual report, if we conclude that there is a material misstatement therein, we willcommunicate the matter to those charged with governance and take appropriate action as applicable under therelevant laws and regulations.
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act withrespect to the preparation of these standalone financial statements that give a true and fair view of thestandalone financial position, standalone financial performance (including other comprehensive income),standalone changes in equity and standalone cash flows of the Company in accordance with the accountingprinciples generally accepted in India, including the Indian Accounting Standards (Ind AS) specified undersection 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; making judgments and estimatesthat are reasonable and prudent; and design, implementation and maintenance of adequate internal financialcontrols, that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the standalone financial statements that give a true andfair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Management is responsible for assessing the Company'sability to continue as a going concern, disclosing, as applicable, matters related to going concern and usingthe going concern basis of accounting unless Management either intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report thatincludes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an auditconducted in accordance with SAs 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 thesestandalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether dueto fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement 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 areappropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system in place and theoperating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions thatmay cast significant doubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our auditors' report to the related disclosuresin 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 auditors' 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, includingthe disclosures, and whether the standalone financial statements represent the underlying transactions andevents in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that weidentify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters thatmay 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 wereof most significance in the audit of the standalone financial statements of the year ended 31 March 2026 andare therefore the key audit matters. We describe these matters in our auditors' report unless law or regulationprecludes public disclosure about the matter or when, in extremely rare circumstances, we determine thata matter should not be communicated in our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of such communication.
The audit of the standalone financial statements for the year ended 31 March 2025 was conducted by the JointStatutory Auditors, one of them being the predecessor audit firm and had expressed an unmodified opinion videtheir report dated 30 May 2025.
1. As required by the Companies (Auditors' Report) Order, 2020 ('the Order'), issued by the Central
Government of India in terms of sub-section (11) of section 143 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.
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 knowledgeand belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income,the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are inagreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Indian AccountingStandards specified under section 133 of the Act, read with the Companies (Indian AccountingStandards) Rules, 2015, as amended.
e) On the basis of the written representations received from the directors as on 31 March 2026 taken onrecord by the Board of Directors, none of the directors is disqualified as on 31 March 2026 from beingappointed as a director in terms of section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to financial statementsand the operating effectiveness of such controls, refer to our separate Report in 'Annexure B'.
g) With respect to the other matters to be included in the Auditors' Report in accordance with therequirements 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, theremuneration paid by the Company to its directors during the year is in accordance with provision ofsection 197 of the Act.
h) With respect to the other matters to be included in the Auditors' Report in accordance with rule 11of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our informationand according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in itsFinancial Statements - Refer note 26 to the standalone financial statements;
ii. The Company has no long-term contracts including derivative contracts as at 31 March 2026for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the InvestorEducation and Protection Fund by the Company.
iv. (a) The Management has represented to us that, to the best of its knowledge and belief,
no funds have been advanced or loaned or invested (either from borrowed funds orshare premium or any other sources or kind of funds) by the Company to or in anyother person(s) or entity(ies), including foreign entities ('Intermediaries'), with theunderstanding, whether recorded in writing or otherwise, that the Intermediary shall,whether, directly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Company ('Ultimate Beneficiaries') or provideany guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented to us, that, to the best of its knowledge and belief, nofunds have been received by the Company from any person(s) or entity(ies), includingforeign entities ('Funding Parties'), with the understanding, whether recorded in writingor otherwise, that the Company shall, whether, directly or indirectly, lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Parties ('Ultimate Beneficiaries') or provide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries;
(c) Based on the information and explanation given to us and audit procedures performedas considered reasonable and appropriate in the circumstances, nothing has come
to our notice that has caused us to believe that the representations made by theManagement and as mentioned under sub-clause iv(a) and (iv) (b) above contain anymaterial misstatement.
v. As per information and explanation represented by Management and based on the records ofthe Company, the dividend proposed in the previous year, declared and paid by the Companyduring the year is in accordance with section 123 of the Act, as applicable.
As per information and explanation represented by Management and based on the recordsof the Company, the interim dividend declared and paid by the Company until the date of thisreport is in accordance with section 123 of the Act, as applicable.
The Board of Directors of the Company have proposed final dividend for the year which issubject to the approval of the members at the ensuing Annual General Meeting. The amount ofdividend proposed is in accordance with section 123 of the Act, as applicable.
vi. Based on our examination which included test checks, the Company has used an accountingsoftware for maintaining its books of account which has a feature of recording audit trail(edit log) facility and the same has operated throughout the year for all relevant transactionsrecorded in the software. Further, during the course of our audit we did not come across anyinstance of audit trail feature being tampered with and the audit trail has been preserved by theCompany as per the statutory requirements for record retention.
P G BHAGWAT LLP Khandelwal Jain & Co
Chartered Accountants Chartered Accountants
ICAI Firm Registration Number: 101118W/W100682 ICAI Firm Registration Number: 105049W
Nachiket Deo S. S. Shah
Partner Partner
ICAI Membership Number: 117695 ICAI Membership Number: 033632
UDIN: 26117695LZRISX8015 UDIN: 26033632WKIWDV3397