Talwalkars Better Value Fitness Limited reported a net loss of ₹827 lakh for the quarter ended December 31, 2023, as the company continues to address the financial implications of its recent insolvency resolution and acquisition. The unaudited standalone financial results, approved by the Board of Directors on May 30, 2026, reveal that the company recorded zero revenue from operations during the period, with total expenses amounting to ₹827 lakh. The financial performance reflects the operational suspension and management transitions the entity underwent prior to its acquisition as a going concern.

The independent auditor, S K Bhavsar & Co., issued a disclaimer of conclusion regarding the quarterly unaudited standalone financial results. The firm stated that it was unable to obtain sufficient appropriate evidence to provide a basis for a review conclusion. This disclaimer arises because 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, and underlying servers for the historical period under review. Consequently, the financial results have been reconstructed on a "best-effort basis."

Auditor's Scope Limitations

The auditor highlighted pervasive scope limitations that prevented the verification of several key financial elements. Due to the absence of primary records, the firm could not conduct physical verification of fixed assets and inventories or ascertain potential impairment under Ind AS 36. Additionally, the auditor was unable to independently verify, confirm, or reconcile historical balances related to trade receivables, cash and bank balances, loans and advances, trade payables, borrowings, and statutory dues. The lack of comprehensive statutory, legal, and operational records also hindered the evaluation of the financial impact of shifting accounting bases during the Corporate Insolvency Resolution Process (CIRP) and liquidation phases.

Financial Results for Q3FY24

The statement of unaudited standalone financial results for the quarter and half-year ended December 31, 2023, indicates a period of minimal activity. The company reported no revenue from operations and no other income for the quarter. The sole component of expenses was depreciation and amortization, which stood at ₹827 lakh for the quarter and ₹2,524.60 lakh for the nine months ended December 31, 2023.

The Basic and Diluted Earnings Per Share (EPS) for continuing operations for the quarter ended December 31, 2023, were reported at (2.667). For the nine months ended December 31, 2023, the EPS stood at (8.143). The paid-up equity share capital remained constant at ₹3,100.49 lakh with a face value of ₹10.000 per share.

Corporate Background and NCLT Order

The company underwent CIRP and subsequent liquidation proceedings during the historical periods covered by these results. Talwalkars Better Value Fitness Limited was acquired as a going concern, with control transferred to the Successful Bidder on November 7, 2024. The financial statements note that the company was not a going concern during the CIRP and liquidation periods from January 2021 to November 2024.

The auditor drew attention to the Hon'ble NCLT Order dated February 26, 2026. Pursuant to this order, all pre-transfer dues and liabilities have been permanently extinguished, and the existing equity share capital stands cancelled. Consequently, the company has adopted Fresh Start Accounting effective from the Transfer Date of November 7, 2024. The reconstituted Board of Directors assessed the going concern status and deemed it appropriate for the preparation of financial results from the quarter ended December 31, 2024 onwards.

Talwalkars Better Value Fitness reported a net loss of ₹863.70 lakh for the quarter ended June 30, 2023, as revenue from operations remained nil. The company's operational activities were suspended during the period under review, which was managed by erstwhile management, the Resolution Professional, and subsequently the Liquidator. Consequently, the financial results have been reconstructed on a best-effort basis due to the non-availability of primary books of accounts, original vouchers, and underlying IT servers.

Auditor's Disclaimer

S K Bhavsar & Co., the statutory auditor, stated they were unable to conduct physical verification of fixed assets and inventories or ascertain potential impairment under Ind AS 36. The auditor could not independently verify, confirm, or reconcile historical balances of trade receivables, cash and bank balances, loans and advances, trade payables, borrowings, and statutory dues. Due to these pervasive scope limitations, the auditor did not express any conclusion on the accompanying statement of unaudited standalone financial results.

Financial Performance

Total expenses for the quarter stood at ₹863.70 lakh, driven primarily by depreciation and amortization expenses of ₹863.70 lakh. The company reported no income from operations, while other income was nil for the quarter. The loss for the period from continuing operations was ₹863.70 lakh, widening from a loss of ₹816.05 lakh in the corresponding quarter of the previous year.

Corporate Insolvency and Acquisition

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. Control was transferred to the Successful Bidder on November 7, 2024. The NCLT Relief Order dated February 26, 2026, extinguished all pre-transfer dues and liabilities and cancelled the existing equity share capital. The company has adopted Fresh Start Accounting effective from the Transfer Date.