Key Quantitative Figures

  • Net Loss for Q2 FY25: ₹504.60 lakh
  • Net Loss for H1 FY25: ₹1,522.30 lakh
  • Total Expenses for Q2 FY25: ₹504.60 lakh
  • Total Expenses for H1 FY25: ₹1,522.30 lakh
  • Paid-up Equity Share Capital: ₹3,100.49 lakh
  • Face Value per Equity Share: ₹10.00
  • Basic and Diluted Loss per Share from Continuing Operations: (₹1.627) for Q2 FY25, (₹4.910) for H1 FY25

Dates of Action

  • Corporate Insolvency Resolution Process (CIRP) initiated: January 11, 2021
  • Liquidation Order date: April 28, 2022
  • E-auction date: August 16, 2024
  • Transfer Date (acquisition as going concern): November 7, 2024
  • Sale Certificate issued: January 23, 2025
  • Payment to stakeholders completed: November 28, 2024
  • NCLT Relief Order date: February 26, 2026
  • Board approval date: May 30, 2026

Parties Involved

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

Basis for Disclaimer of Conclusion

Auditors were unable to obtain sufficient appropriate evidence due to:

  • Complete non-availability of primary books of accounts, original vouchers, and underlying IT servers from historical period
  • Inability to conduct physical verification of fixed assets and inventories
  • Inability to ascertain potential impairment under Ind AS 36
  • Inability to 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 bases of accounting during CIRP and liquidation phases
  • Inability to ascertain completeness of provisions for taxation (Ind AS 12), employee benefits (Ind AS 19), contingent liabilities, and related party transactions
  • Non-operational framework for Internal Financial Controls and routine SEBI LODR compliances during transitionary phase

NCLT Relief Order Impact (February 26, 2026)

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

Corporate History and Reconstruction

  • Company underwent CIRP followed by liquidation proceedings
  • Demerger approved by NCLT on December 21, 2017, transferring gymnasium business to Talwalkars Healthclubs Limited
  • Financial results reconstructed on "best-effort basis" from fragmented data, previous filings, and summary statements provided by Liquidator
  • Current management does not take responsibility for accuracy of pre-acquisition financial data

Accounting Periods

  • Pre-CIRP Period (Sep-2019 to Dec-2020): Prepared under Ind AS on going concern basis
  • CIRP Period (Jan-2021 to Apr-2022): Assets stated at net realizable values, CIRP costs expensed
  • Liquidation Period (May-2022 to Nov-2024): Prepared on liquidation basis
  • Post-Going-Concern-Sale Period (Dec-2024): Fresh Start Accounting adopted

Going Concern Assessment

Company was not on going concern basis during CIRP and liquidation periods (Jan-2021 to Nov-2024). From Transfer Date (November 7, 2024), going concern assumption is appropriate due to clear title, extinguishment of liabilities, and legal protections from NCLT Relief Order.

Financial Impact

Financial impact quantified as net losses shown in results. However, due to disclaimer and reconstruction nature, accuracy cannot be verified.