Talwalkars reports Q3FY25 loss, auditor issues disclaimer

2 min read     Updated on 31 May 2026, 03:55 AM
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Shriram SScanX News Team
AI Summary

Talwalkars Better Value Fitness Limited reported a net loss of ₹504.60 lakh for Q3FY25, with zero revenue from operations. The statutory auditor issued a disclaimer of opinion due to the unavailability of books of accounts and records. The company has adopted Fresh Start Accounting following its acquisition and the extinguishment of liabilities via an NCLT order.

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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

Particulars Quarter ended Dec 31, 2024 (₹ in lakhs) Quarter ended Sep 30, 2024 (₹ in lakhs) Quarter ended Dec 31, 2023 (₹ in lakhs)
Revenue from Operations - - -
Total Expenses 504.60 505.20 827.00
Net Profit/(Loss) (504.60) (505.20) (827.00)
Basic EPS (₹) (1.627) (1.629) (2.667)

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.

What is the strategic roadmap for the new management to restart operations and generate revenue following the acquisition?

How will the company address the lack of historical financial data when negotiating with future creditors and investors?

What specific capital expenditures or investments are planned to upgrade the IT infrastructure and replace missing operational records?

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Talwalkars reports Q2FY25 loss, auditor issues disclaimer

2 min read     Updated on 31 May 2026, 03:52 AM
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Reviewed by
Naman SScanX News Team
AI Summary

Talwalkars Better Value Fitness reported a net loss of ₹505.20 lakh for Q2FY25 with zero revenue, as the company underwent insolvency proceedings. The auditor issued a disclaimer of opinion due to the non-availability of primary accounting records, preventing verification of assets and liabilities. The NCLT Relief Order dated February 26, 2026, extinguished historical liabilities and led to the adoption of Fresh Start Accounting from November 7, 2024.

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Talwalkars Better Value Fitness reported a net loss of ₹505.20 lakh for the quarter ended September 30, 2024, as operational activities remained suspended during the Corporate Insolvency Resolution Process (CIRP) and subsequent liquidation proceedings. The company, which was acquired as a going concern on November 7, 2024, recorded total expenses of ₹505.20 lakh for the quarter, driven primarily by depreciation and amortization costs of ₹505.20 lakh. Revenue from operations remained nil during the period under review.

The financial results were reviewed by the Audit Committee and approved by the Board of Directors on May 30, 2026. However, the independent auditor, S K Bhavsar & Co., 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 servers for the historical period. Consequently, the results were reconstructed on a best-effort basis.

Due to the pervasive scope limitations, the auditor was unable to conduct physical verification of fixed assets and inventories or ascertain potential impairment under Ind AS 36. 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 auditor also noted the inability to evaluate the financial impact of shifting accounting bases during the CIRP and liquidation phases or to verify provisions for taxation and employee benefits.

Financial Performance

The company reported a loss for the half-year ended September 30, 2024, at ₹1,017.70 lakh. Depreciation and amortization expenses for the half-year totaled ₹1,017.70 lakh. The statement of assets and liabilities as of September 30, 2024, showed total assets at ₹29,239.26 lakh, comprising non-current assets of ₹24,933.37 lakh and current assets of ₹4,305.88 lakh. Equity and liabilities stood at ₹29,239.26 lakh, with equity totaling ₹3,319.75 lakh and liabilities amounting to ₹25,919.51 lakh.

Particulars Quarter ended September 30, 2024 (₹ in lakhs) Half Year ended September 30, 2024 (₹ in lakhs)
Total Revenue (Net) - -
Total Expenses 505.20 1,017.70
Net Profit/(Loss) (505.20) (1,017.70)

Regulatory and Legal Context

The financials reflect the period when the company was under the control of the erstwhile management, the Resolution Professional, and subsequently the Liquidator. The National Company Law Tribunal (NCLT) Relief Order dated February 26, 2026, extinguished all pre-transfer dues and liabilities and cancelled the existing equity share capital. Pursuant to this order, the company adopted Fresh Start Accounting effective from the Transfer Date of November 7, 2024. The reconstituted Board has assessed that the going concern assumption is appropriate for financial results from the quarter ended December 31, 2024, onwards.

What is the projected timeline for the new management to fully restore operational capabilities and generate revenue?

How will the lack of historical financial data and asset verification impact the company's ability to secure future funding or partnerships?

What specific strategic initiatives will be implemented to leverage the ₹24,933.37 lakh in non-current assets to turn the business profitable?

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