Auditor disclaims conclusion on Talwalkars Q3FY22 results due to missing records

2 min read     Updated on 31 May 2026, 03:18 AM
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AI Summary

Talwalkars Better Value Fitness Limited reported a net loss of ₹816.05 lakh for Q3FY22 with zero revenue, as operations were suspended during insolvency proceedings. Auditor S K Bhavsar & Co. disclaimed an opinion due to the non-availability of primary accounting records, noting the results were reconstructed on a best-effort basis. The company has adopted Fresh Start Accounting following an NCLT order dated February 26, 2026.

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Talwalkars Better Value Fitness Limited reported a net loss of ₹816.05 lakh for the quarter ended December 31, 2021, as operational activities remained suspended during the Corporate Insolvency Resolution Process (CIRP) and subsequent liquidation proceedings. The company recorded zero revenue from operations for the quarter, with total expenses amounting to ₹816.05 lakh, driven solely by depreciation and amortisation costs of ₹816.05 lakh. For the nine months ended December 31, 2021, the net loss stood at ₹2,448.15 lakh.

S K Bhavsar & Co., the statutory auditor, issued a disclaimer of opinion on the unaudited standalone financial results. The auditor stated that the current management, which acquired the company via a Sale Certificate dated January 23, 2025, did not have access to complete books of accounts, original vouchers, or underlying IT servers for the historical period under review. Consequently, the financial results were reconstructed on a best-effort basis, and the auditor was unable to conduct physical verification of fixed assets and inventories or ascertain potential impairment under Ind AS 36.

The auditor highlighted pervasive scope limitations, including the inability to independently verify historical balances of trade receivables, cash and bank balances, loans and advances, trade payables, borrowings, and statutory dues. The review report also noted that the framework for Internal Financial Controls and routine SEBI LODR compliances were not fully operational during the transitional phase involving the erstwhile management, the Resolution Professional, and the Liquidator.

The company's Board of Directors approved these financial results at a meeting held on May 30, 2026. The filing follows an NCLT Relief Order dated February 26, 2026, which extinguished all pre-transfer dues and liabilities and cancelled the existing equity share capital. Pursuant to this order, the company has adopted Fresh Start Accounting effective from the Transfer Date of November 7, 2024.

The statement of financial results indicates that the company was not a going concern during the CIRP and liquidation periods from January 2021 to November 2024. The reconstituted Board has assessed that the going concern assumption is appropriate for the preparation of financial results from the quarter ended December 31, 2024, onwards, following the acquisition by the Successful Bidder.

Financial Summary for Q3FY22

Particulars Quarter ended December 31, 2021 (₹ in lakhs) Quarter ended September 30, 2021 (₹ in lakhs) Quarter ended December 31, 2020 (₹ in lakhs)
Revenue from Operations - - -
Other Income - - -
Total Expenses 816.05 816.05 843.85
Profit/(Loss) before tax (816.05) (816.05) (843.85)
Net Profit/(Loss) (816.05) (816.05) (843.85)
Basic EPS (₹) (2.632) (2.632) (2.722)

What is the new management's strategic roadmap to restart operational activities and generate revenue following the adoption of Fresh Start Accounting?

How will the company address the auditor's inability to verify historical assets and liabilities, and what risks does this pose to future financial reporting?

When does the company expect to fully restore Internal Financial Controls and achieve compliance with SEBI LODR regulations?

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Talwalkars reports net loss of ₹816.05 lacs in Q1FY22

2 min read     Updated on 31 May 2026, 03:12 AM
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Reviewed by
Riya DScanX News Team
AI Summary

Talwalkars Better Value Fitness reported a net loss of ₹816.05 lacs for Q1FY22 with zero revenue from operations. Expenses totaled ₹816.05 lacs, largely due to depreciation. The results were reconstructed on a best-effort basis due to missing records during insolvency proceedings, and the auditor did not express a conclusion.

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Talwalkars Better Value Fitness reported a net loss of ₹816.05 lacs for the quarter ended June 30, 2021, as the company continued to face operational suspensions during its insolvency proceedings. Revenue from operations remained at nil for the period, while total expenses were recorded at ₹816.05 lacs, primarily driven by depreciation and amortization costs of ₹816.05 lacs. The financial results have been reconstructed on a best-effort basis by the newly reconstituted management due to the complete non-availability of primary books of accounts, original vouchers, and underlying IT servers from the historical period.

The company's Board of Directors approved these unaudited standalone financial results on May 30, 2026. The statement was reviewed by the Audit Committee and submitted in compliance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The independent auditor, S K Bhavsar & Co., stated that due to pervasive scope limitations, they were unable to conduct physical verification of fixed assets and inventories or independently verify historical balances of trade receivables, cash and bank balances, and statutory dues. Consequently, the auditor did not express any conclusion on the accompanying statement of unaudited standalone financial results.

During the quarter under review, the company was under the control of the erstwhile defaulting management, the Resolution Professional, and subsequently the Liquidator. The Corporate Insolvency Resolution Process (CIRP) was initiated on January 11, 2021, and the company later entered liquidation proceedings following an NCLT order dated April 28, 2022. Operational activities were suspended during this period. The company was subsequently acquired as a going concern, with control transferred to the Successful Bidder on November 7, 2024, pursuant to a Sale Certificate dated January 23, 2025.

The financial results reflect the impact of the extinguishment of pre-transfer dues and liabilities following an NCLT Order dated February 26, 2026. Consequently, the company has adopted Fresh Start Accounting effective from the Transfer Date of November 7, 2024. The NCLT Relief Order also noted that the Successful Bidder shall not be held liable for statutory or regulatory non-compliances occurring prior to the Transfer Date. The equity share capital of the company, which stood at ₹3100.49 lacs during the reported period, has now been cancelled pursuant to the Sale Certificate and the NCLT Relief Order.

Financial Performance Summary

Particulars Quarter ended June 30, 2021 (Un-Audited) Preceding Quarter ended March 31, 2021 (Audited) Preceding Quarter ended June 30, 2020 (Un-Audited)
Revenue From Operations 0.00 0.00 0.00
Other Income 0.00 1.82 0.00
Total Income (Net) 0.00 1.82 0.00
Total Expenses 816.05 843.85 843.85
Net Profit/(Loss) for the period (816.05) (842.03) (843.85)
Basic Earning (Loss) per share (2.63) (2.72) (2.72)

The company noted that it was not a going concern during the CIRP and liquidation periods from January 2021 to November 2024. The reconstituted Board has assessed that the going concern assumption is appropriate for the preparation of financial results from the quarter ended December 31, 2024, onwards, following the extinguishment of liabilities and the legal protections provided by the NCLT Relief Order.

What is the strategic roadmap for the new management to restart operations and regain market share after the prolonged suspension?

How will the company address the lack of historical financial data and asset verification when seeking future investment or credit?

What capital infusion or restructuring measures are required to stabilize operations before the December 31, 2024 reporting period?

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