Talwalkars Better Value Fitness Limited reported a net loss of ₹269.85 lakh for the quarter ended June 30, 2025, as revenue from operations remained at ₹0.00 lakh. The loss narrowed compared to the preceding quarter ended March 31, 2025, which recorded a net loss of ₹570.55 lakh. The financial results have been prepared on a going concern basis, subject to material uncertainties regarding the lifting of trading suspensions and completion of SEBI approvals.

The company’s total expenses for Q1FY26 stood at ₹269.85 lakh, driven primarily by depreciation and amortization expenses of ₹269.85 lakh. In contrast, the preceding quarter included liquidation expenses of ₹69.68 lakh and higher depreciation costs of ₹504.50 lakh. The basic and diluted earnings per share (EPS) for the period were reported at a loss of ₹0.87, improving from a loss of ₹1.84 in the prior quarter.

Key Financial Highlights

NCLT Relief and Fresh Start Accounting

The financial results follow a subsequent event involving the National Company Law Tribunal (NCLT). On February 26, 2026, the Hon'ble NCLT passed a Relief Order that legally confirmed the reconstitution of the Board and the permanent extinguishment of all pre-transfer dues and liabilities. Consequently, the company adopted Fresh Start Accounting effective from the Transfer Date of November 7, 2024. Under this accounting method, pre-transfer liabilities have been written back to Capital Reserve, and transferred assets are recorded at values determined by the management.

Capital Structure and Regulatory Status

Pursuant to the NCLT order, the entire existing equity share capital of the company has been cancelled without payment to shareholders. The company is entitled to issue 1,00,00,000 new equity shares. As of the date of these results, trading in equity shares remains suspended on BSE and NSE. The company stated it is complying with procedural requirements to secure pending SEBI approvals and regularize regulatory compliances to resume trading.

Auditor’s Review and Comparative Figures

S K Bhavsar & Co., Chartered Accountants, conducted the review of the unaudited standalone financial results. The auditor noted that comparative financial information for previous periods was compiled on a best-effort basis from fragmented records, as the company was under active liquidation proceedings during those times. The auditor expressed no conclusion on these comparative figures, citing the non-preparation of formal Ind AS compliant financial statements prior to the Transfer Date.

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.