Talwalkars Better Value Fitness Limited reported a net loss of Rs 816.05 lakh for the quarter ended September 30, 2022, as operational activities remained suspended during the Corporate Insolvency Resolution Process (CIRP) and subsequent liquidation proceedings. The company's independent auditor, S K Bhavsar & Co., issued a disclaimer of opinion on the unaudited standalone financial results, citing pervasive scope limitations due to the absence of primary books of accounts, original vouchers, and underlying IT servers for the historical period.

Auditor Disclaimer and Record Limitations

The auditor stated that the current management, which acquired the company via a Sale Certificate dated January 23, 2025, prepared the results on a "best-effort basis" relying on fragmented data. Consequently, the auditor could not conduct physical verification of fixed assets and inventories, ascertain potential impairment under Ind AS 36, or independently verify historical balances of trade receivables, cash and bank balances, loans, advances, trade payables, borrowings, and statutory dues. The inability to evaluate the financial impact of shifting accounting bases during the CIRP and liquidation phases led to the disclaimer.

Financial Performance for Q2FY23

The Statement of Un-audited Financial Results for the quarter ended September 30, 2022, reflects a total expense of Rs 816.05 lakh, driven entirely by depreciation and amortization expenses. Revenue from operations and other income were nil for the quarter and the half-year period. The company reported a loss before tax of Rs 816.05 lakh for the quarter and Rs 1,632.10 lakh for the half-year ended September 30, 2022.

Asset and Liability Position

As of September 30, 2022, the company's total assets stood at Rs 38,051.57 lakh, comprising non-current assets of Rs 33,785.48 lakh and current assets of Rs 4,266.10 lakh. Property, plant, and equipment were valued at Rs 16,122.10 lakh. On the liabilities side, equity totaled Rs 9,659.97 lakh, while non-current liabilities stood at Rs 25,254.20 lakh, primarily driven by borrowings of Rs 22,028.20 lakh and deferred tax liabilities of Rs 3,226.00 lakh.

Corporate Insolvency and Acquisition Context

The financial results pertain to a historical period when the company was under the control of the erstwhile management, the Resolution Professional, and subsequently the Liquidator. The Hon'ble NCLT, Mumbai Bench, initiated CIRP on January 11, 2021, and passed a liquidation order on April 28, 2022. The company was sold as a going concern via e-auction, with the Sale Certificate issued on January 23, 2025, and control transferred to the Successful Bidder on November 7, 2024. An NCLT Relief Order dated February 26, 2026, extinguished all pre-transfer dues and liabilities, leading to the adoption of Fresh Start Accounting effective from the Transfer Date.

Talwalkars Better Value Fitness Limited reported a net loss of ₹816.05 lakh for the quarter ended June 30, 2022, as revenue from operations remained nil. The company disclosed that these unaudited standalone financial results for Q1FY23 were reconstructed on a best-effort basis due to the complete non-availability of primary books of accounts, original vouchers, and underlying IT servers from the historical period. The operational activities of the company were suspended during the period under review, which was managed by the erstwhile management, the Resolution Professional, and subsequently the Liquidator.

The Board of Directors approved the financial results at a meeting held on May 30, 2026. The independent auditor, S K Bhavsar & Co., stated in its review report that it was unable to conduct physical verification of fixed assets and inventories or ascertain potential impairment under Ind AS 36 due to the pervasive scope limitations. Consequently, the auditor did not express any conclusion on the accompanying statement of unaudited standalone financial results.

Financial Performance

The company recorded total expenses of ₹816.05 lakh for the quarter, driven entirely by depreciation and amortization expenses. Other income was nil for the quarter, compared to ₹3.42 lakh in the preceding quarter ended March 31, 2022. The basic and diluted earnings per share (EPS) for the period stood at (2.63).

Corporate Background and Accounting Notes

The financial results pertain to a historical period prior to the acquisition of the company as a going concern. The company underwent Corporate Insolvency Resolution Process (CIRP) initiated on January 11, 2021, and subsequent liquidation proceedings ordered by the Hon'ble NCLT, Mumbai Bench, on April 28, 2022. The company was sold as a going concern via e-auction on August 16, 2024, with the Sale Certificate issued on January 23, 2025, and the transfer of ownership effective November 7, 2024.

Pursuant to the NCLT Relief Order dated February 26, 2026, all pre-transfer dues and liabilities have been permanently extinguished, and the existing equity share capital stands cancelled. The company has adopted Fresh Start Accounting effective from the Transfer Date. The reconstituted Board of Directors noted that the Successful Bidder is not liable for statutory or regulatory non-compliances occurring prior to the Transfer Date.