Outcome of Board Meeting held on to consider and approve Reduction of Share Capital and Issue of Share on Preferential Basis as per NCLT & NCLAT order.

TALWALKARS BETTER VALUE FITNESS LIMITED CIN: L59141MH2003PLC140134 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: 28-10-2026 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: Outcome of Board Meeting of Talwalkars Better Value Fitness Limited (“the Company”) held on Wednesday, 28th October 2026. --------------------------------------------------------------------------------------------------------------------------------------------------- With reference to the captioned subject, we wish to inform your good office that the Board of Directors of the Company, at their meeting held today i.e., Wednesday, 28th October 2026, have, inter alia, transacted and approved the following businesses: 01. The Board of Directors has considered and approved the cancellation, extinguishment and permanent discharge of 1,01,98,415 (One Crore One Lakh Ninety-Eight Thousand Four Hundred Fifteen) Equity Shares of ₹10/- (Rupees Ten) each held by the pre-liquidation Promoters and Promoter Group of the Company pursuant to the Order dated 26th February 2026 passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (“Hon’ble NCLT”), the Order dated 3rd September 2026 passed by the Hon’ble National Company Law Appellate Tribunal, Principal Bench, New Delhi (“Hon’ble NCLAT”), and the Sale Certificate issued by the Liquidator dated 23rd January 2025 and subject to the approval of the necessary authorities. The details relating to pre-liquidation Promoters and Promoter Group is enclosed as “Annexure-A” 02. The Board of Directors has considered and approved the cancellation, extinguishment and permanent discharge of 2,08,06,441 (Two Crore Eight Lakh Six Thousand Four Hundred Forty-One) Equity Shares of ₹10/- (Rupees Ten) each held by the pre-liquidation Public Shareholders of the and upon such effect to the cancellation, extinguishment and permanent discharge of 2,08,06,441 Equity Shares of ₹10/- each held by the pre-liquidation Public Shareholders, the Board of Director of the Company further authorized to issue and allot 5,00,000 (Five Lakh) new Equity Shares of ₹10/- (Rupees Ten) each, fully paid-up, to the eligible existing Public Shareholders of the Company, in the ratio of 1 (One) new Equity Share for every 41 (Forty-One) existing Equity Shares held by them, whose names appear in the Register of Members of the Company as on 26th October 2026 Record Date as determined and communicated by the Company, and fractional shares will be disregarded and to be allotted to strategic investors as may be decided by board pursuant to the Order dated 26th February 2026 passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (“Hon’ble NCLT”), the Order dated 3rd September 2026 passed by the Hon’ble National Company Law Appellate Tribunal, Principal Bench, New Delhi (“Hon’ble NCLAT”) and the Sale Certificate issued by the Liquidator dated 23rd January 2025 and subject to the approval of the necessary authorities. The details relating to the Capital Structure of the Company (Pre and Post Reduction of Shares) and Shareholding Pattern of the Company (Pre and Post Reduction of Shares) is enclosed as “Annexure-B” TALWALKARS BETTER VALUE FITNESS LIMITED CIN: L59141MH2003PLC140134 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 03. The Board of Directors has considered and approved the issue and allotment of 95,00,000 (Ninety-Five Lakh) new Equity Shares of ₹10/- (Rupees Ten) each, fully paid-up, to nominee of the Successful Bidder as decided by newly constituted board, on a preferential basis pursuant to the Order dated 26th February 2026 passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (“Hon’ble NCLT”), the Order dated 3rd September 2026 passed by the Hon’ble National Company Law Appellate Tribunal, Principal Bench, New Delhi (“Hon’ble NCLAT”) and the Sale Certificate issued by the Liquidator dated 23rd January 2025 and subject to the approval of necessary authorities. The details relating to issue and allotment of Equity Shares on a Preferential Basis as required under Regulation 30 of SEBI (LODR) Regulations, 2015 read with circular dated September 9, 2015, is enclosed as “Annexure- The meeting started at 05:00 PM and concluded at 05:40 PM Kindly take the same on your records and acknowledge the receipt. Thanking you, For, Talwalkars Better Value Fitness Limited Shilpa Singh Managing Director DIN: 08448114 TALWALKARS BETTER VALUE FITNESS LIMITED CIN: L59141MH2003PLC140134 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 “ANNEXURE-A” Details of Pre-Liquidation Promoters and Promoter Group of the Company S.N. Name of Members Category No. of Shares 1 PRASHANT SUDHAKAR TALWAKAR Promoter 28,87,780 2 ANANT RATNAKAR GAWANDE Promoter 24,65,200 3 GIRISH MADHUKAR TALWALKAR Promoter 18,40,980 4 HARSHA RAMDAS BHATKAI Promoter 15,50,200 5 VINAYAK R GAWANDE Promoter 5,66,900 6 MADHUKAR VISHNU TALWALKAR Promoter 4,20,000 7 BETTER VALUE LEASING AND FINANCE LIMITED Promoter Group 4,67,355 Total 1,01,98,415 TALWALKARS BETTER VALUE FITNESS LIMITED CIN: L59141MH2003PLC140134 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 “ANNEXURE-B” The Capital Structure of the Company (Pre and Post Reduction of Shares) Particulars Pre-Reduction Particulars Post-Reduction* Authorized Share Capital 3,20,00,000 Equity Shares of 32,00,00,000/- 3,20,00,000 Equity 32,00,00,000/- Rs. 10/- each Shares of Rs. 10/- each Issued, Subscribed and Paid-up Capital of the Company 3,10,04,856 Equity Shares of 31,00,48,560/- 1,00,00,000 Equity 10,00,00,000 Rs. 10/- each Shares of Rs. 10/- each Shareholding Pattern of the Company (Pre and Post Reduction of Shares) Category Prior to Reduction Post Reduction* No. of Shares % of Holding No. of Shares % of Holding Promoter and Promoter’s 1,01,98,415 32.89 95,00,000* 95.00 Group Public 2,08,06,441 67.11 5,00,000 5.00 Total 3,10,04,856 100.00 1,00,00,000 100.00 Note: The Post-Capital Structure and Post-Shareholding Pattern have been calculated assuming the reduction of the pre-liquidation share capital held by the Promoter and Promoter Group and Public Shareholders, along with the allotment of 5,00,000 Equity Shares to the Existing Public Shareholders on a pro-rata basis and the allotment of 95,00,000 new Equity Shares to the Promoter Category Allottees. TALWALKARS BETTER VALUE FITNESS LIMITED CIN: L59141MH2003PLC140134 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 “ANNEXURE-C” The details relating to the issuance of fully paid-up equity shares on a Preferential Basis as required under Regulation 30 of SEBI (LODR) Regulations, 2015 read with circular dated September 9, 2015 Sr. Particulars Issue of Equity Shares of the Company 1. Type of securities proposed to be issued (viz. equity Equity Shares of face value Rs. 10/- (Rupees shares, convertibles, etc.) Ten Only) per share. 2. Type of issuance (further public offering, rights issue, Pref [Showing first 8,000 characters — download PDF for full document]