Bajaj Healthcare Limited has filed a Statement of Deviation or Variation for the quarter ended March 31, 2026, pursuant to Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Additionally, pursuant to Regulation 32(6) of the SEBI (LODR) Regulations, 2015, read with Regulation 162A of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the company has submitted the Monitoring Agency Report dated May 08, 2026, for the quarter ended March 31, 2026, issued by CARE Ratings Limited. Both filings, signed by Company Secretary and Compliance Officer Monica Tanwar, confirm that there is no deviation or variation in the utilisation of proceeds raised through the preferential issue of equity shares and conversion of warrants into equity shares.

Fund Raising and Issue Details

The preferential issue covered equity shares and convertible warrants, with the following key parameters:

The company had originally proposed to issue up to 40,44,852 equity shares and 20,79,409 convertible warrants at ₹338 per share (including a premium of ₹333 per share), aggregating to ₹207.00 Crores. The equity share portion was marginally undersubscribed, while the warrant portion was fully subscribed. Accordingly, the company allotted 39,84,852 equity shares and 20,79,409 convertible warrants, resulting in an aggregate issue size of ₹204.97 Crores. Of this, the company initially received ₹152.26 Crores, representing 100% subscription amount of the allotted equity shares and 25% upfront subscription amount of the warrants.

Warrant Conversion and Fund Receipt

During the quarter ended March 31, 2026, the warrant holders exercised their conversion option and remitted the balance 75% of the warrant issue size of ₹70.28 Crores, amounting to ₹52.71 Crores. Following this, the Board of Directors, at its meeting held on March 18, 2026, approved the allotment of 20,79,409 fully paid-up equity shares of face value ₹5 each to the Promoter, Promoter Group, and certain persons belonging to the Non-Promoter Public Category, at an issue price of ₹338 per share (including a premium of ₹333 per share), aggregating to ₹70.28 Crores. The company also filed Form PAS-3 confirming the allotment and receipt of the balance consideration.

Fund Utilisation — No Deviation Reported

The table below presents the object-wise allocation and utilisation of funds as at March 31, 2026, confirming no deviation or variation across any category (₹ in Cr.):

The full allocated amount of ₹150.00 Crores towards repayment and prepayment of secured and unsecured loans was fully deployed, with utilisation completed during Q2FY25. Capital expenditure utilisation stood at ₹3.16 Crores against an allocation of ₹35.00 Crores during Q4FY26, directed towards building-related works, reactors/production equipment, equipment for QA/QC/R&D/store, and electricals. General corporate purposes saw ₹19.84 Crores utilised against a modified allocation of ₹19.97 Crores, leaving an unutilised balance of ₹0.13 Crores under that head.

Progress in Fund Utilisation

The quarter-wise progress in fund utilisation is detailed below (₹ in Cr.):

Unutilised proceeds of ₹31.97 Crores are held in the preferential issue monitoring bank account, with a market value of ₹31.97 Crores as at the end of the quarter, verified through a Chartered Accountant Certificate dated April 30, 2026, from N.K. Mittal & Associates. Funds for capital expenditure and general corporate purposes were raised in March 2026, with the utilisation timeline extending up to 12 months thereafter.

General Corporate Purpose Utilisation Breakdown

During Q4FY26, ₹17.58 Crores was utilised under General Corporate Purpose. The detailed breakdown is as follows (₹ in Cr.):

The definition of General Corporate Purpose was revised at the Board and Audit Committee meetings held on November 14, 2024, to explicitly include repayment of unsecured loans taken for working capital requirements. Further, at the Board meeting held on March 18, 2026, the scope of GCP was elaborated to include funds utilised for identified business purposes where no specific amount is allocated, covering operational, strategic, administrative, and business expenses such as employee expenses, rent, power and fuel, legal and professional fees, freight and forwarding expenses, processing/labour charges, repairing charges, purchase of raw material, packing material, spares, and payment of statutory dues.

Monitoring Agency Findings and Audit Committee Review

CARE Ratings Limited, in its Monitoring Agency Report, confirmed that all utilisation during Q4FY26 is as per the offer letter, with sample invoices aggregating to approximately 75% of total utilisation amount checked and reliance placed on the CA Certificate. The monitoring agency noted that the preferential issue was marginally undersubscribed, with 39,84,852 equity shares allotted against the proposed 40,44,852, resulting in a reduction in total expected proceeds from ₹207.00 Crores to ₹204.97 Crores. No major deviations were observed over earlier monitoring agency reports, and all government and statutory approvals related to the objects have been obtained. The Statement of Deviation or Variation was duly reviewed by the Audit Committee, which recorded no comments, and the company's auditors also offered no comments. The filing was submitted on behalf of Bajaj Healthcare Limited by Chief Financial Officer Rohan Parekh.

Bajaj Healthcare Limited's Board of Directors convened on May 8, 2026, and approved the audited standalone financial results for the quarter and financial year ended March 31, 2026, pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For Q4 FY26, the company reported a net loss of ₹194M against a net profit of ₹112M in the same quarter last year, while quarterly revenue stood at ₹1.53B compared to ₹1.54B in Q4 FY25. The board also recommended a final dividend and made key auditor appointments for the financial year 2026-27. The statutory audit was conducted by Walker Chandiok & Co LLP, Chartered Accountants, who issued an unmodified opinion on the standalone financial results.

Financial Performance Overview

Bajaj Healthcare reported revenue from operations of ₹61,103.14 lakhs for FY26, compared to ₹54,260.24 lakhs in FY25. Total income for the year stood at ₹61,816.53 lakhs against ₹56,200.68 lakhs in the previous year. However, a significant exceptional item of ₹3,324.66 lakhs — arising from the reversal of income recognised in an earlier year related to a Technical Know-how transfer arrangement impacted by regional instability in the Middle East — weighed on the quarterly and full-year profitability. The following table summarises the key financial metrics:

Earnings Per Share

The earnings per share figures reflect the impact of the exceptional item during Q4 FY26. The EPS details are as follows:

Balance Sheet Highlights

As at March 31, 2026, total assets stood at ₹92,321.72 lakhs compared to ₹83,304.62 lakhs in the previous year. Total equity improved to ₹53,300.23 lakhs from ₹46,616.42 lakhs. Key balance sheet items are presented below:

Cash Flow Summary

Net cash flow from operating activities improved significantly to ₹5,808.13 lakhs from ₹2,162.05 lakhs in the previous year. Cash and cash equivalents at the end of the period stood at ₹3,723.54 lakhs compared to ₹260.38 lakhs at the start of the year.

Dividend and Corporate Actions

The board recommended a final dividend at the rate of 30% of the face value of ₹5 per share, amounting to ₹1.50 per equity share for FY2025-26, subject to shareholder approval at the ensuing Annual General Meeting. Additionally, the board approved the allotment of 20,79,409 fully paid-up equity shares at ₹338 per share (including a premium of ₹333) pursuant to the conversion of warrants, as part of a preferential issue approved at the Extra-Ordinary General Meeting held on August 7, 2024. The utilisation of funds raised through the preferential issue is detailed below:

Auditor Appointments and Discontinued Operations

The board appointed M/s. JCR & Co. LLP, Chartered Accountants, as Internal Auditors for FY2026-27 and re-appointed M/s. V.J. Talati & Co., Cost Accountants, as Cost Auditors for FY2026-27. Regarding discontinued operations, one unit situated at plot no. L-9/3, MIDC Tarapur was sold during Q4 FY26. The loss after tax from discontinued operations for FY26 stood at ₹554.43 lakhs compared to ₹343.33 lakhs in FY25. Separately, the company acquired Genrx Pharmaceuticals Private Limited (in Liquidation) on a going concern basis for a total consideration of ₹1,085 lakhs; the matter is pending with the NCLT as of March 31, 2026, and Genrx has not been consolidated as a subsidiary pending requisite approvals. The board meeting commenced at 5:15 p.m. and concluded at 6:30 p.m. on May 8, 2026, with the official communication signed by Monica Tanwar, Company Secretary and Compliance Officer.