Copy of NCLT Order dated September 3, 2026

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: 04-09-2026 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: Disclosure under Regulation 30 – Liquidation Updates– Talwalkars Better Value Fitness Limited (“the Company”) ------------------------------------------------------------------------------------------------------------------------------------- Pursuant to Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby submit the Order dated 3rd September 2026, passed by the Hon’ble National Company Law Appellate Tribunal, Principle Bench, New Delhi as “Annexure-1”. Kindly take the same on your records and acknowledge the receipt. Thanking you, For, Talwalkars Better Value Fitness Limited Meena Arvind Bhanushali Managing Director DIN: 10816424 NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH, NEW DELHI Company Appeal (AT) (Insolvency) No. 710 of 2026 [Arising out of the Impugned Order dated 26.02.2026 passed by the Adjudicating Authority, National Company Law Tribunal, Mumbai Bench-IV in I.A. No. 840 of 2025 in C.P.(IB) No. 1056/MB/2020] IN THE MATTER OF: RAVIKUMAR GAURISHANKAR PATEL through authorised attorney Sumit Rajnikant Mehta Indian Inhabitant, Residing AT 303, Aagam Flats, Near Sharda Mandir School, Paldi, Ahmedabad, Gujarat-380007 Email-Yahya.b23@gmail.com …Appellant Versus GAJESH LABHCHAND JAIN Liquidator of Talwalkars Better Value Fitness Limited C-602, Remi Biz Court, Off Veera Desai road, Azad Nagar, Andheri West, Mumbai- 400053 Email: liquidation.tbvfl@gmail.com …Respondent Present: For Appellant : Mr. Abhijeet Sinha, Sr. Advocate with Mr. Saikat Sarkar, Ms. Meghna Rao, Mr. Yahya Batatawala, Ms. Shreya Pandey, Mr. Abhishek Base, Advocates. For : Mr. Ramakant Rai, Mr. Mohit Rohatgi, Mr. Ravin Respondents Kapur, Mr. Karan Trehan, Ms. Nida Basade, Advocates. J U D G M E N T (Hybrid Mode) Per: Barun Mitra, Member (Technical) The present appeal filed under Section 61 of the Insolvency and Bankruptcy Code, 2016 (‘IBC’ in short) by the Appellant arises out of the Order dated 26.02.2026 (hereinafter referred to as the ‘Impugned Order’) passed by the Adjudicating Authority (National Company Law Tribunal, Mumbai Bench-IV) in I.A. No. 840 of 2025 filed in C.P.(IB) No. 1056/MB/2020. By the said impugned order, the Adjudicating Authority has rejected/partly allowed certain reliefs and concessions prayed for in the above application filed by the present Appellant. Being aggrieved by the impugned order, the Appellant has come up in appeal. 2. Coming to the brief facts of this case, the Corporate Debtor- Talwalkars Better Value Fitness Ltd. was admitted into Corporate Insolvency Resolution Process (‘CIRP’ in short) on 11.01.2021. Since the CIRP process could not succeed, the Corporate Debtor was subjected to liquidation proceedings under Section 33(2) of the IBC by the Adjudicating Authority on 28.04.2022 following which the Respondent-Liquidator was appointed. The Liquidator issued e-auction sale notice for sale of the Corporate Debtor as a going concern on 15.07.2024 in accordance with Regulation 32(e) of the Liquidation Process Regulations. A Process Memorandum was also issued by the Liquidator on 15.07.2024 which outlined the terms and conditions for participation in the auction process. The e- auction was conducted on 16.08.2024 and upon successful participation in the said e-auction, the present Appellant emerged Page 2 of 57 Company Appeal (AT) (Insolvency) No. 710 of 2026 as the Successful Auction Purchaser with a bid price of Rs. 15 Cr. The Liquidator issued a Letter of Intent (‘LoI’ in short) on 17.08.2024 to the Appellant following which the Appellant paid the entire sale consideration and was issued a Sale Certificate dated 23.01.2025. The Appellant thereafter filed I.A No. 840 of 2025 before the Adjudicating Authority seeking necessary and consequential reliefs and concessions from the Adjudicating Authority to operationalize the Corporate Debtor as a going concern. The Adjudicating Authority passed the impugned order on 26.02.2026 by which it rejected/ partly allowed certain reliefs and concessions by holding that such reliefs sought were beyond its jurisdiction and directed the Appellant to approach Regulatory Authority such as SEBI and Stock Exchanges. Aggrieved by the impugned order, the present appeal has been preferred by the Successful Auction Purchaser-Appellant. 3. Making submissions on behalf of the Appellant, Shri Abhijeet Sinha, Ld. Sr. Counsel submitted that it was imperative on the part of the Appellant to approach the Adjudicating Authority for seeking certain reliefs and concessions with a view to facilitate the transfer of ownership of the Corporate Debtor to the Successful Auction Purchaser so that the business of the Corporate Debtor Page 3 of 57 Company Appeal (AT) (Insolvency) No. 710 of 2026 could be smoothly run. Giving a snapshot of the reliefs and concessions urged, it was submitted that these reliefs/concessions primarily centred around waiver of procedural requirements under Companies Act for extinguishment/ cancellation of existing shares without further payment; issue and allotment of new shares; listing of new equity shares with Bombay Stock Exchange (‘BSE’ in short) and National Stock Exchange (‘NSE’ in short) without the necessitating the compliance of certain SEBI Regulations; suspension/withdrawal of de-listing process or trading initiated by the Stock Exchanges and enable listing and trading of new equity shares; and change of the status of the Corporate Debtor company on the MCA portal to “active” category besides waiver of past liabilities of the Corporate Debtor prior to liquidation. 4. Submission was pressed that the above reliefs and concessions which had been sought were not only bonafide but necessary to engender effective implementation of the sale of the Corporate Debtor as a going concern. It was submitted that sale as a going concern was not a mere transfer of asset but constituted in essence a transfer of a running business which required continuity as well as legal recognition which was not possible in the absence of appropriate reliefs, concessions and directions from Page 4 of 57 Company Appeal (AT) (Insolvency) No. 710 of 2026 the Adjudicating Authority. It was emphatically asserted that the Adjudicating Authority had erred in refusing to grant such consequential and necessary reliefs sought for by the Appellant even though the Adjudicating Authority was clothed with adequate jurisdiction under Section 60(5) of the IBC to grant all consequential and incidental reliefs necessary to implement a going concern sale under liquidation. It was submitted by the Appellant that they had not sought any relief which was beyond the statutory framework but only sought directions which were essential to pave the way for full and effective implementation of the sale of the Corporate Debtor as a going concern. It was vehemently asserted that several judgments had been passed by various coordinate benches of the NCLT granting similar reliefs/concessions while denial of similar permission by the Adjudicating Authority in the present case would render the implementation of the sale of the Corporate Debtor as a going concern impracticable and hinder the revival process of the Corporate Debtor which would militate against the objectives of the IBC. 5. Elaborating further it was stressed that the “clean slate theory” which has been [Showing first 8,000 characters — download PDF for full document]