HAVSAK & CO. CHARTERED ACCOUNTANTS

Basis for Disclaimer of Conclusion

The auditors, HAVSAK & CO., issued a disclaimer of conclusion due to pervasive scope limitations. The Company underwent Corporate Insolvency Resolution Process (CIRP) and subsequent Liquidation proceedings during historical periods. The current management acquired the Company on November 7, 2024, and prepared these financial results on a "best-effort basis" without access to complete books of accounts, original vouchers, and underlying servers.

Specific limitations preventing audit conclusion include:

  • Inability to conduct physical verification of fixed assets and inventories
  • Inability to ascertain potential impairment under Ind AS 36
  • Inability to independently verify historical balances of trade receivables, cash and bank balances, loans and advances, trade payables, borrowings, and statutory dues
  • Inability to evaluate financial impact of shifting accounting bases during CIRP and Liquidation phases
  • Inability 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

Financial Results for Quarter Ended June 30, 2021

  • Revenue From Operations: ₹0.00
  • Other Income: ₹0.00
  • Total Income (Net): ₹0.00
  • Total Expenses: ₹816.05 lacs (consisting entirely of Depreciation and Amortization Expenses of ₹816.05 lacs)
  • Profit/(Loss) before tax: (₹816.05) lacs
  • Tax Expenses: ₹0.00
  • Net Profit/(Loss) for the period: (₹816.05) lacs
  • Total Comprehensive income: (₹816.05) lacs
  • Paid-up Equity Share Capital: ₹3100.49 lacs
  • Face Value of Equity Share: ₹10.00
  • Earnings per Share (Basic & Diluted): (₹2.63)

Comparative Figures

  • Preceding quarter ended March 31, 2021: Net Loss of (₹842.03) lacs
  • Corresponding quarter ended June 30, 2020: Net Loss of (₹843.85) lacs
  • Year to date figures for March 31, 2021: Net Loss of (₹3373.58) lacs

Corporate Background and CIRP History

Talwalkars Better Value Fitness Limited was incorporated as a public limited company with shares listed on BSE and NSE. A Scheme of Demerger was approved by NCLT on December 21, 2017, whereby the gymnasium business was demerged into Talwalkars Healthclubs Limited. TBVFL retained certain assets including real estate and fitness equipment.

CIRP was initiated on January 11, 2021, pursuant to NCLT Order in C.P. (IB)/1056(MB)/2020 on an application filed by Axis Bank Limited. Mr. Saurabh Kumar Tikmani was appointed as Resolution Professional. No Resolution Plan was received by the final submission date (November 15, 2021).

Liquidation Proceedings

The Hon'ble NCLT, Mumbai Bench, passed Liquidation Order under Section 33(2) of IBC on April 28, 2022, and appointed Mr. Gajesh Labhchand Jain as Liquidator. Financial statements for FY 2022-23 and FY 2023-24 were not published during liquidation due to absence of Board of Directors and non-operational status.

Sale of Company as Going Concern

The Liquidator conducted e-auction on August 16, 2024, and sold the Company as a going concern. The Sale Certificate was issued on January 23, 2025, confirming completion of sale as on November 7, 2024 ("Transfer Date"). The sale was on an "as is where is" and "no recourse" basis, excluding previous liabilities.

NCLT Relief Order Dated February 26, 2026

The NCLT Order provides that all pre-transfer dues and liabilities have been permanently extinguished, and existing equity share capital stands cancelled. The Company has adopted Fresh Start Accounting effective the Transfer Date of November 7, 2024. The Order also notes that the Successful Bidder shall not be held liable for statutory/regulatory non-compliances occurring prior to the Transfer Date.

Accounting Policies Period-Specific

  • 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 with assets at net realisable values
  • Liquidation Period (May-2022 to Nov-2024): Prepared on liquidation basis under Liquidator supervision
  • Post-Going-Concern-Sale Period (Dec-2024): Fresh Start Accounting adopted effective Transfer Date

Going Concern Assessment

The Company was not on a going concern basis during CIRP and liquidation periods (Jan-2021 to Nov-2024). Post Transfer Date, the reconstituted Board assessed that going concern assumption is appropriate given clear title, extinguishment of liabilities, and legal protections from NCLT Relief Order.