Talwalkars Better Value Fitness reported a net loss of ₹2,092.85 lakh for the financial year ended March 31, 2025, narrowing from a loss of ₹3,677.70 lakh in the previous year, as the company transitioned from liquidation to a going concern. The statutory auditor, S K Bhavsar & Co, issued a disclaimer of opinion on the standalone financial results, citing significant scope limitations arising from the liquidation proceedings and the subsequent adoption of fresh start accounting. The auditor noted that due to the non-availability of complete historical records, they could not independently verify the opening balances, the quantum of pre-transfer liabilities written back to capital reserve, or the management-determined values of transferred assets.

Auditor's Disclaimer and Accounting Impact

The inability to obtain sufficient appropriate audit evidence stems from the company's status under liquidation proceedings until it was acquired as a going concern on November 7, 2024. Consequently, the cumulative financial impact of matters from the pre-transfer period, including tax implications of liability write-backs and the verification of residual closing balances, remains unascertainable. The company adopted fresh start accounting effective from the transfer date, writing back pre-transfer liabilities to capital reserve and recording transferred assets at values determined by the management without a formal independent valuation.

Financial Performance for FY25

For the quarter ended March 31, 2025, the company reported a net loss of ₹570.55 lakh, compared to a loss of ₹1,153.10 lakh in the corresponding quarter of the previous year. Total revenue for the fiscal year stood at ₹3.62 lakh, solely comprising other income, as revenue from operations remained nil. Total expenses for the year decreased to ₹2,096.48 lakh from ₹3,753.50 lakh in FY24, driven by a reduction in depreciation and amortisation expenses, which fell to ₹2,026.80 lakh from ₹3,340.20 lakh.

NCLT Relief Order and Capital Structure

A material post-balance sheet event occurred on February 26, 2026, when the Hon'ble NCLT pronounced a Relief Order (I.A. No. 840 of 2025). This order legally confirmed the extinguishment of the entire existing equity share capital without any payment to shareholders and granted immunity under Section 32A of the Insolvency and Bankruptcy Code (IBC). The order also regularised statutory non-compliances that occurred prior to the transfer date. As of March 31, 2025, trading in the company's equity shares remained suspended on the BSE and NSE.

Pursuant to the Relief Order, the company proposes to issue a new paid-up capital of ₹10 crore. The allocation includes 95% for new promoters and nominees and 5% for public or strategic investors. The company is currently in the process of seeking necessary approvals from SEBI and the stock exchanges to issue these new shares and resume trading.

Talwalkars Better Value Fitness Limited reported a net loss of ₹504.60 lakh for the quarter ended December 31, 2024, as operational activities remained suspended during the Corporate Insolvency Resolution Process (CIRP) and subsequent liquidation proceedings. The company's newly reconstituted management prepared these unaudited standalone financial results on a best-effort basis due to the complete non-availability of primary books of accounts, original vouchers, and underlying IT servers for the historical period. Consequently, S K Bhavsar & Co., the statutory auditor, issued a disclaimer of opinion, stating it was unable to obtain sufficient appropriate evidence to provide a basis for a review conclusion.

The financial statements indicate that the company generated no revenue from operations during the quarter. Total expenses for the period amounted to ₹504.60 lakh, driven entirely by depreciation and amortization expenses of ₹504.60 lakh. For the nine months ended December 31, 2024, the net loss stood at ₹1,522.30 lakh, with depreciation and amortization costs totaling ₹1,522.30 lakh over the same period. In comparison, the company reported a net loss of ₹827.00 lakh for the quarter ended December 31, 2023, and a loss of ₹2,524.60 lakh for the nine months ended December 31, 2023.

The auditor highlighted pervasive scope limitations, noting the inability to conduct physical verification of fixed assets and inventories or ascertain potential impairment under Ind AS 36. Additionally, the verification of historical balances related to trade receivables, cash and bank balances, loans and advances, trade payables, borrowings, and statutory dues could not be independently confirmed. The absence of comprehensive statutory, legal, and operational records also prevented the evaluation of the financial impact of shifting accounting bases during the CIRP and liquidation phases.

Key Financial Figures

The company underwent significant corporate restructuring, having been acquired as a going concern by a Successful Bidder. Control was transferred on November 7, 2024, pursuant to a Sale Certificate dated January 23, 2025. An Emphasis of Matter paragraph in the auditor's report draws attention to the Hon'ble NCLT Order dated February 26, 2026, which permanently extinguished all pre-transfer dues and liabilities and cancelled the existing equity share capital. Consequently, the company has adopted Fresh Start Accounting effective from the Transfer Date of November 7, 2024.

The Board of Directors approved these financial results at a meeting held on May 30, 2026. The management clarified that the results for the period from September 2019 to December 2024 pertain to the historical pre-acquisition phase and do not take responsibility for the accuracy or veracity of the underlying data due to the lack of access to original records.