Key Quantitative Figures

  • Quarter Ended March 31, 2021 Net Loss: ₹842.03 lakh
  • Revenue From Operations: ₹0.00
  • Other Income: ₹1.82 lakh
  • Depreciation and Amortization Expenses: ₹843.85 lakh
  • Total Expenses: ₹843.85 lakh
  • Paid-up Equity Share Capital: ₹3,100.49 lakh
  • Face Value of Equity Share: ₹10.00
  • Reserves: ₹11,452.37 lakh
  • Basic & Diluted EPS: (₹0.27)
  • Total Assets as of March 31, 2021: ₹42,944.45 lakh
  • Property, Plant and Equipment: ₹21,018.40 lakh
  • Investments: ₹7,553.00 lakh
  • Loans: ₹7,038.98 lakh
  • Borrowings (Non-current): ₹22,028.20 lakh
  • Deferred tax liabilities: ₹3,226.00 lakh

Dates of Action

  • CIRP Initiation Date: January 11, 2021
  • Liquidation Order Date: April 28, 2022
  • Transfer Date (Acquisition Date): November 7, 2024
  • Sale Certificate Date: January 23, 2025
  • NCLT Relief Order Date: February 26, 2026
  • Financial Results Approval Date: May 30, 2026

Parties Involved

  • Auditor: S K Bhavsar & Co., Chartered Accountants (Firm Registration No.: 145880W)
  • Resolution Professional: Mr. Saurabh Kumar Tikmani
  • Liquidator: Mr. Gajesh Labhchand Jain
  • Successful Bidder: Not named in document
  • Applicant for CIRP: Axis Bank Limited
  • New Management: Represented by Arvind Pradhan Bhanushali (Managing Director, DIN:00134211)

Basis for Disclaimer of Conclusion

The auditor disclaims any conclusion on the financial results due to pervasive scope limitations:

  • Company was under control of erstwhile management, Resolution Professional, and subsequently Liquidator during review period
  • Current management prepared results on "best-effort basis" without access to complete books of accounts, original vouchers, and underlying IT servers
  • Unable to conduct physical verification of fixed assets and inventories
  • Unable to ascertain potential impairment under Ind AS 36
  • Unable to verify historical balances of trade receivables, cash and bank balances, loans and advances, trade payables, borrowings, and statutory dues
  • Unable to evaluate financial impact of shifting bases of accounting during CIRP and Liquidation phases
  • Unable to ascertain completeness and accuracy of provisions for taxation (Ind AS 12), employee benefits (Ind AS 19), contingent liabilities, related party transactions, and reconstructed prior-period comparatives
  • Framework for Internal Financial Controls and routine SEBI LODR compliances were not fully operational during transitionary phase

NCLT Relief Order Impact (February 26, 2026)

Pursuant to the Hon'ble NCLT Order dated February 26, 2026:

  • All pre-transfer dues and liabilities have been permanently extinguished
  • Existing equity share capital stands cancelled
  • Company has adopted Fresh Start Accounting effective the Transfer Date of November 7, 2024
  • Successful Bidder shall not be held liable for statutory/regulatory non-compliances occurring prior to the Transfer Date
  • Includes waiver of non-compliance penalties/fines levied by BSE and NSE for non-publication of results

Corporate History and Reconstruction

  • Company underwent Corporate Insolvency Resolution Process (CIRP) and subsequent Liquidation proceedings during historical periods
  • Company was acquired as a going concern, with control transferred to Successful Bidder on November 7, 2024
  • On December 21, 2017, a Scheme of Demerger was approved by NCLT whereby gymnasium business was demerged into Talwalkars Healthclubs Limited (THL)
  • Post demerger, TBVFL retained certain assets including real estate and fitness equipment
  • Financial results for Sept 2019 to Dec 2024 pertain to historical period prior to acquisition
  • Results were reconstructed from fragmented data, previous filings, and summary statements provided by Liquidator
  • New management does not take responsibility for accuracy, completeness, or veracity of underlying financial data for pre-acquisition period

Accounting Policies by Period

  • Pre-CIRP Period (Sep-2019 to Dec-2020): Prepared under Ind AS on going concern basis
  • CIRP Period (Jan-2021 to Apr-2022): Prepared under supervision of RP, assets at net realisable values, CIRP costs expensed as incurred
  • Liquidation Period (May-2022 to Nov-2024): Prepared on liquidation basis under supervision of Liquidator, write-back of liabilities treated as Capital Reserve
  • Post-Going-Concern-Sale Period (Dec-2024): Fresh Start Accounting adopted effective Transfer Date (07.11.2024), all pre-transfer liabilities extinguished

Going Concern Assessment

Company was not on going concern basis during CIRP and liquidation periods (Jan-2021 to Nov-2024). Post Transfer Date (07.11.2024), going concern assumption is appropriate given clear title, extinguishment of liabilities, and legal protections provided by NCLT Relief Order.

Financial Performance Summary (Quarter Ended March 31, 2021)

  • Total Revenue: ₹1.82 lakh (entirely from Other Income)
  • Total Expenses: ₹843.85 lakh (primarily Depreciation and Amortization of ₹843.85 lakh)
  • Net Loss: ₹842.03 lakh
  • Basic & Diluted EPS: (₹0.27)
  • Cash Flow from Operations: ₹0.00
  • Cash and Cash Equivalents: ₹3,041.90 lakh