Annual Report for the financial year 2025-26

TALWALKARS BETTER VALUE FITNESS LIMITED CIN: L92411MH2003PLC140134 Registered Office: 1702, 17th Floor, Signature (By Lotus), Off Veera Desai Road Extn., Andheri West, Andheri, Mumbai, Mumbai, Maharashtra, India, 400053 ✉ talwalkarbetter@gmail.com |📞 +91 98199 44575 |🌐 talwalkarsfitness.com Date: 03-09-2026 To, To, Manager– CRD The Manager – Listing BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Fort, Mumbai - 400 001. Bandra (East), Mumbai - 400 051. Scrip Code: 533200 SYMBOL: TALWALKARS Dear Sir/Madam, Subject: Annual Report for the Financial Year 2025-26 along with Notice of the Annual General Meeting under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations')-Talwalkars Better Value Fitness Limited (“the Company”) ------------------------------------------------------------------------------------------------------------------------------------- Dear Sir/Madam, In terms of the provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of Annual Report for the financial year ended on 31st March 2026 along with Notice of Annual General Meeting (“AGM”) of the Company scheduled to be held on Wednesday, 30th September 2026 at 11:30 A.M, at the registered office of the Company situated at 1702, 17th Floor, Signature (By Lotus), Off Veera Desai Road Extn., Andheri West, Andheri, Mumbai, Mumbai, Maharashtra, India, 400053. Further, in accordance with Regulation 36 (1) (b) of the SEBI Listing Regulations, a letter containing the web-link for accessing the notice of AGM and Annual Report for FY 2025-26 is being sent to all those Members who have not registered their email IDs. Kindly take the aforesaid information on record in compliance of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. Please note it in your records and kindly acknowledge. Thanking you, For, Talwalkars Better Value Fitness Limited Meena Arvind Bhanushali Managing Director DIN: 10816424 ANNUAL REPORT 2025-26 TALWALKARS BETTER VALUE FITNESS LIMITED [CIN: L92411MH2003PLC140134] 1 | P ag e CORPORATE INFORMATION BOARD OF DIRECTORS & KMP S.N. Name Designation 1 Meena Arvind Bhanushali Managing Director 2 Shilpa Singh Non-Executive - Non-Independent Director, Chairperson 3 Priyanshu Alpeshkumar Sheth Non-Executive Independent Director 4 Jignesh R Lasaniawala Non-Executive Independent Director 5 Kamlesh Bachani Company Secretary and Compliance Officer 6 Satish Sahadev Kalmaste Chief Financial Officer BOARD COMMITTEES Committee Name of Member Designation Jignesh R. Lasaniawala Chairperson Audit Committee Priyanshu Sheth Member Shilpa Singh Member Jignesh R. Lasaniawala Chairperson Nomination / Priyanshu Sheth Member Remuneration Committee Shilpa Singh Member Jignesh R. Lasaniawala Chairperson Shareholders Committee Priyanshu Sheth Member Shilpa Singh Member REGISTERED OFFICE, AUDITORS, RTA, BANKERS & EXCHANGES REGISTERED OFFICE STATUTORY AUDITORS 1702, 17th Floor, Signature (By Lotus), Off Veera Desai Road M/s S.K. Bhavsar & Co., Extn., Andheri West, Andheri, Mumbai, Maharashtra, India, Chartered Accountants, 400053 1047, Sun Gravitas, Nr Shyamal Cross Road, Email ID: talwalkarbetter@gmail.com Satellite, Ahmedabad-380015, Gujarat, India Website: talwalkarsfitness.com Phone: +91 9429906707 Phone: +91 98199 44575 SECRETARIAL AUDITOR REGISTRAR AND TRANSFER AGENT M/s Pooja M Patel & Associates MUFG Intime India Pvt. Ltd, Practicing Company Secretary C 101, 247 Park, L.B.S. Marg, C/104, Arise Western, Nr. Umiya Campus Vikhroli (West), Mumbai, Maharashtra, 400083 Gota, Ahmedabad, Gujarat-380060, India Contact No.: 022 – 49186270 Contact No.: +91 8511725773 Fax: 022 – 49186060 Email: poojadelawala211@yahoo.com Email: rnt.helpdesk@in.mpms.mufg.com Website: www.in.mpms.mufg.com INTERNAL AUDITOR STOCK EXCHANGE M/s Kishan Patel & Associates 1. BSE LIMITED Chartered Accountants, Phiroze Jeejeebhoy Towers, Dalal Street, GF/23, Ashapuri Trade Centre, Nr. Shefali Circle, Fort, Mumbai - 400001. Detroj Road, Kadi-382715, Gujarat, India 2. NATIONAL STOCK EXCHANGE OF INDIA LIMITED Email: kpnassociates@outlook.com Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400051. BANKERS 1. ICICI Bank 2 | P ag e INDEX S. No. Contents 1 Notice of Annual General Meeting 2 D irector’s Report 3 Management Discussion and Analysis Report 4 Nomination and Remuneration Policy 5 Secretarial Audit Report 6 Corporate Governance 7 MD Certification 8 Financial Statements 9 Form MGT-14 Proxy Form 10 Form MGT-12 Attendance Form/ Ballot Form 3 | P ag e TALWALKARS BETTER VALUE FITNESS LIMITED CIN: L92411MH2003PLC140134 Registered Office: 1702, 17th Floor, Signature (By Lotus), Off Veera Desai Road Extn., Andheri West, Andheri, Mumbai, Mumbai, Maharashtra, India, 400053 ✉ talwalkarbetter@gmail.com |📞 +91 98199 44575 |🌐 talwalkarsfitness.com NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of the Members of Talwalkars Better Value Fitness Limited will be held on Wednesday, 30th September 2026 at 11:30 A.M (IST) at 1702, 17th Floor, Signature (By Lotus), Off Veera Desai Road Extn., Andheri West, Mumbai, Maharashtra, India, 400053 to transact the following businesses: Ordinary Business: - Item No 1: Adoption of financial statements To consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026, and Reports of the Board of Directors and Auditors thereon, to consider and if thought fit, to pass the following resolutions as Ordinary Resolution: “RESOLVED THAT the audited financial statement of the Company for the financial year ended March 31, 2026, and the reports of the Board of Directors and Auditors thereon, as circulated to the members, be and are hereby considered and adopted.” Item No 2: To appoint Ms. Shilpa Singh (DIN: 08448114) Director of the Company retires by Rotation To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Ms. Shilpa Singh (DIN: 08448114), who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company.” Item No 3: To Appoint M/s. S K Bhavsar & Co., Chartered Accountants (FRN: 0145880W), as the Statutory Auditor of the Company. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with the Companies (Audit and Auditors) Rules, 2014, and the rules made thereunder, as amended from time to time, M/s. S K Bhavsar & Co., Chartered Accountants (Firm Registration No. 0145880W), be and are hereby appointed as the Statutory Auditors of the Company to hold office for 5 (Five) Years from the conclusion of this Annual General Meeting, to conduct statutory Audit of affairs of the company for FY 2026-2027 to 2030-31 on such remuneration as may be fixed by the Board of Directors of the Company in consultation with the Statutory Auditors. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to determine and finalise the remuneration of the Statutory Auditors, including reimbursement of out-of- 4 | P ag e pocket expenses incurred in connection with the audit of the Company, and to do all such acts, deeds, matters and things as may be necessary, proper or expedient to give effect to this resolution.” Special Business: - Item No. 4: Regularisation of Appointment of Ms. Meena Arvind Bhanushali (DIN: 10816424) As Managing Director to consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant t [Showing first 8,000 characters — download PDF for full document]