MIRA INFORM REPORT

Report No. :	357351
Report Date :	30.12.2015

IDENTIFICATION DETAILS

Name :	TALWALKARS BETTER VALUE FITNESS LIMITED
Registered Office :	801-803, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai - 400026, Maharashtra
Tel. No.:	91-22-66126370
Country :	India
Financials (as on) :	31.03.2015
Date of Incorporation :	24.04.2003
Com. Reg. No.:	11-140134
Capital Investment / Paid-up Capital :	Rs. 261.810 Million
CIN No.: [Company Identification No.]	L92411MH2003PLC140134
IEC No.:	0303013206
TAN No.: [Tax Deduction & Collection Account No.]	MUMT08798G
PAN No.: [Permanent Account No.]	AABCT8207A
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	The Subject is engaged into Gymnasiums and Fitness Centers. (Confirmed by Management)
No. of Employees :	4000 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (65)

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Talwalkars Better Value Fitness Limited (TBVF), Incorporated in 2003. The company is one of the leading fitness chains in India offering a wide range of services like weight loss, weight gain, and other fitness programs like body sculpting, shaping, general fitness, massage, spa and health counselling under the brand “Talwalkars”. The company has shown healthy growth in its revenue and profit during FY 2015. Financial position of the company is sound. Fundamentals of the company are healthy. The ratings also take into consideration the strong brand image, nationwide presence and leadership position enjoyed by the subject in the market. Trade relations are fair. Business is active. Payment terms are reported as regular and as per commitments. In view of rich experience of the promoters in the gym / fitness industry in india, the subject can be considered good for business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	Long Term Bank Facilities: AA
Rating Explanation	High degree of safety and carry low credit risk.
Date	10.11.2015

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2015.

INFORMATION PARTED BY

Name :	Mr. Girish Naik
Designation :	Vice President of Finance Head
Contact No.:	91-22-66126370
Date :	28.12.2015

LOCATIONS

Registered Office :	801-803, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai – 400026, Maharashtra, India
Tel. No.:	91-22-66126370
Fax No.:	91-22-66126363
E-Mail :	ig@talwalkars.net
Website :	http://www.talwalkars.net
Location :	Owned

DIRECTORS

AS ON 31.03.2015

Name :	Mrs. Mrunalini Deshmukh
Designation :	Director
Address :	8,Abhang Sahitya Sahawas, Kalekar Marg, Bandra East, Mumbai - 400051, Maharashtra, India
Date of Birth/Age :	10.10.1957
Qualification :	LL.M. from the University of Mumbai
Date of Appointment :	24.03.2015
DIN No.:	07092728
Name :	Mr. Manohar Gopal Bhide
Designation :	Independent Director
Address :	A-5, Bageshree, Shankar Ghanekar Marg, Prabhadevi, Mumbai - 400025, Maharashtra, India
Date of Birth/Age :	14.02.1939
Date of Appointment :	09.10.2009
DIN No.:	00001826
Name :	Mr. Raman Hirji Maroo
Designation :	Independent Director
Address :	Woodlands, 21/22 Floor, 67, Peddar Road,, Mumbai - 400026, Maharashtra, India
Date of Birth/Age :	06.12.1950
Date of Appointment :	09.10.2009
DIN No.:	00169152
Name :	Mr. Mohan Motiram Jayakar
Designation :	Independent Director
Address :	12, Makani Manor, 1st Floor, Peddar Road, Mumbai - 400026, Maharashtra, India
Date of Birth/Age :	08.10.1951
Date of Appointment :	09.10.2009
DIN No.:	00925962
Name :	Mr. Avinash Achyut Phadke
Designation :	Independent Director
Address :	Flat No. 41, 4th Floor, The Shrieesh Co-Op. Hsg., Society, 187 Veer Savarkar Marg, Mahim, Mumbai - 400016, Maharashtra, India
Date of Birth/Age :	28.04.1954
DIN No.:	00799476
Name :	Mr. Abhijeet Rajaram Patil
Designation :	Independent Director
Address :	214, Sweet Home, (Raja Rani Paryatan Bhavan), L J Road, Matunga (West), Mumbai - 400016, Maharashtra, India
Date of Birth/Age :	18.04.1956
Date of Appointment :	11.11.2009
DIN No.:	00356630
Name :	Mr. Vinayak Ratnakar Gawande
Designation :	Whole-Time Director
Address :	A-231, Twin Towers, Twin Tower Lane,, Opposite Siddhivinayak Temple, Prabhadevi, Mumbai - 400025, Maharashtra, India
Date of Birth/Age :	24.08.1958
Qualification :	Bachelor Degree in Commerce
Date of Appointment :	24.04.2003
DIN No.:	00324591
Name :	Mr. Harsha Ramdas Bhatkal
Designation :	Whole-Time Director
Address :	N-5, Prathamesh, Off Veer Savarkar Marg, Prabhadevi, Mumbai - 400025, Maharashtra, India
Date of Birth/Age :	15.08.1962
Date of Appointment :	25.04.2003
DIN No.:	00283946
Name :	Mr. Anant Ratnakar Gawande
Designation :	Whole-Time Director and Chief Executive Officer
Address :	173/A, Twin Towers, Twin Tower Lane,, Off Veer Savarkar Marg, Prabhadevi, Mumbai - 400025, Maharashtra, India
Date of Birth/Age :	28.08.1967
Date of Appointment :	25.04.2003
DIN No.:	00324734
Name :	Mr. Prashant Sudhakar Talwalkar
Designation :	Managing Director
Address :	26/27, Sheesh Mahal, Pali Hill,, D' Monte Park Road, Bandra,, Mumbai - 400050, Maharashtra, India
Date of Birth/Age :	16.06.1962
Date of Appointment :	24.04.2003
PAN No.:	AAAPT3528N
DIN No.:	00341715
Name :	Mr. Girish Madhukar Talwalkar
Designation :	Executive Director
Address :	101, Disha Apts, Gulmohar Cross Road No.7, Opposite Costa Coffe, Jvpd Scheme, Mumbai - 400049, Maharashtra, India
Date of Birth/Age :	28.11.1933
Date of Appointment :	24.04.2003
PAN No.:	AAAPT8172A
DIN No.:	00341675
Name :	Mr. Madhukar Vishnu Talwalkar
Designation :	Whole-Time Director
Address :	C-37/40, Pandurang Society, Near Sun-N- Sand Hotel, Juhu, Mumbai - 400049, Maharashtra, India
Date of Birth/Age :	28.11.1933
Qualification :	Bachelors Degree in Textile Engineering
Date of Appointment :	24.04.2003
DIN No.:	00341613
Name :	Dinesh Afzalpurkar
Designation :	Independent Director
Name :	Mrs. Mrunalini Deshmukh
Designation :	Additional Director

KEY EXECUTIVES

Name :	Avanti Sankav
Designation :	Secretary
Address :	Shree Omkar Chs Limited, B3/35, Bal Govind Das Road, Mahim, Mumbai - 400016, Maharashtra, India
Date of Appointment :	18.01.2011
PAN No.:	AZMPS5964Q
Name :	Mr. Prashant Sudhakar Talwalkar
Designation :	Chief Executive Officer
Address :	26/27, Sheesh Mahal, Pali Hill,, D' Monte Park Road, Bandra,, Mumbai - 400050, Maharashtra, India
Date of Birth/Age :	16.06.1962
Date of Appointment :	24.04.2003
PAN No.:	AAAPT3528N

SHAREHOLDING PATTERN

AS ON 30.09.2015

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of Total No. of Shares
		As a % of (A+B+C)
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	11248460	37.87
Bodies Corporate	7683	0.03
Sub Total	11256143	37.89
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	11256143	37.89
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	2509984	8.45
Financial Institutions / Banks	702028	2.36
Foreign Institutional Investors	4042494	13.61
Any Others (Specify)	143110	0.48
Foreign Portfolio Investments Corporation	143110	0.48
Sub Total	7397616	24.90
(2) Non-Institutions
Bodies Corporate	4878204	16.42
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	2367697	7.97
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	2744382	9.24
Any Others (Specify)	1060814	3.57
Non Resident Indians	452187	1.52
Clearing Members	426330	1.44
Hindu Undivided Families	182297	0.61
Sub Total	11051097	37.20
Total Public shareholding (B)	18448713	62.11
Total (A)+(B)	29704856	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	29704856	100.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

Sl.No.	Name of the Shareholder	Details of Shares held
		No. of Shares held	As a % of grand total (A)+(B)+(C)
1	Prashant Sudhakar Talwalkar	28,78,580	9.69
2	Girish Madhukar Talwalkar	28,66,780	9.65
3	Madhukar Vishnu Talwalkar	1,00,000	0.34
4	Anant Ratnakar Gawande	19,20,200	6.46
5	Vinayak Ratnakar Gawande	19,22,700	6.47
6	Harsha Ramdas Bhatkal	15,60,200	5.25
7	Better Value Leasing & Finance Ltd	7,683	0.03
	Total	1,12,56,143	37.89

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares
1	Smallcap World Fund Inc	2389000	8.04
2	Laxmi Shivanand Mankekar & Kedar Shivanand Mankekar	1573520	5.30
3	Unin Trust Of India Investment Adversory Services Limited A/C Ascent India Fund III	1475400	4.97
4	Americans Funds Insurance Series Global Small Capitalisation Fund	1020000	3.43
5	Bajaj Allianz Life Insurance Company Ltd	958216	3.23
6	Reliance Capital Trustee Co. Limited. A/c Reliance Monthly Income Plan	933816	3.14
7	Axis Bank Limited	699761	2.36
8	Franklin India Smaller Companies Fund	607119	2.04
9	L and T Mutual Fund Trustee Ltd - L and T India Special Situations Fund	391299	1.32
10	Birla Sunlife Trustee Company Private Limited A/C India Excel (offshore) Fund	502750	1.69
11	Long Term India Fund	326145	1.10
12	ICICI Lombard General insurance Company Limited	300001	1.01
	Total	11177027	37.63

Shareholding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sl. No.	Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares	Shares as % of Total No. of Shares
1	Smallcap World Fund Inc	2389000	8.04
2	Laxmi Shivanand Mankekar & Kedar Shivanand Mankekar	1573520	5.30
	Total	3962520	13.34

BUSINESS DETAILS

Line of Business :

The Subject is engaged into Gymnasiums and Fitness Centers.

(Confirmed by Management)

Products :

Item Code No.	Product Description
Group – 932 Class – 9329 Sub-class - 93290	Health and Fitness Services and Gymming Business

Brand Names :

Not Divulged

Agencies Held :

Not Divulged

Exports :

Not Available

Imports :

Products :

Equipments

Countries :

· European Countries

· United States of America

Terms :

Selling :

L\C (30/ 60/ 90 Days)

Purchasing :

L\C (30/ 60/ 90 Days)

PRODUCTION STATUS NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Maximum Limit Dealt :	Not Divulged
Experience :	Not Divulged
Remark:	Not Divulged

Customers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Maximum Limit Dealt :	Not Divulged
Experience :	Not Divulged
Remark:	Not Divulged

No. of Employees :

4000 (Approximately)

Bankers :

Bank Name	State Bank of India
Branch	Fort, Mumbai, Maharashtra, India
Person Name (With Designation)	Not Divulged
Contact Number	Not Divulged
Name of Account Holder	Not Divulged
Account Number	Not Divulged
Account Since (Date/Year of Account Opening)	Not Divulged
Average Balance Maintained (If Possible)	Not Divulged
Credit Facilities Enjoyed (If any)	Not Divulged
Account Operation	Not Divulged
Remarks (If any)	Not Divulged

Facilities :

Secured Loan	31.03.2015 (Rs. in Million)	31.03.2014 (Rs. in Million)
Long-term Borrowings
Bonds/ Debentures	750.000	533.330
Term loans
From bank	1601.730	695.130
Long term maturities if finance lease	6.050	10.05
Total	2357.780	1238.510

Auditors :
Name :	M. K Dandekar and Company Chartered Accountants
Address :	No.244, Angappa Naicken Street, 2^nd Floor, Chennai - 600001, Tamilnadu, India
Tel. No.:	91-44-25222100
Fax No.:	91-44-25220721
E-Mail :	dandeker@vsnl.com dandeker@eth.net
Memberships :	Not Available
Collaborators :	Not Available
Subsidiaries :	Aspire Fitness Private Limited Denovo Enterprises Private Limited Jyotsna Fitness Private Limited Talwalkars Club Private Limited
Step Down Subsidiary :	Equinox Wellness Private Limited
Enterprises over which key management personnel and their relatives exercises significant influence :	Anfin Investments Private Limited Better Value Brands Private Limited Better Value Leasing And Finance Limited Better Value Properties Private Limited Better Value Restaurants Private Limited Empower Systech Private Limited Gawande Consultants Private Limted G R Bhatkal Foundation S K Restaurants Private Limited India Cookery .Com Priavet Limited Life Fitness India Private Limited Pinnacle Fitness Private Limited Popular Institute Of Arts Private Limited Popular Prakashan Private Limited R2 Infrasturcture Private Limited R2 Spa Systems Raja Rani Travels Private Limited Radhika Hotels Private Limited Talwalkars Spa Systems Talwalkars Fitness Club Talwalkars Health And Leisure Talwalkars Health Club Talwalkars Health Commune Talwalkars Health Complex Talwalkars Nutrition Centre Vrindavan Vrindavan Restaurants Private Limited

CAPITAL STRUCTURE

AFTER 31.03.2015

Authorised Capital : Rs. 320.000 Million

Issued, Subscribed & Paid-up Capital : Rs. 297.049 Million.

AS ON 31.03.2015

Authorised Capital :

No. of Shares	Type	Value	Amount
30000000	Equity Shares	Rs.10/- each	Rs. 300.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
26180888	Equity Shares	Rs.10/- each	Rs. 261.810 Million

Terms and rights attached to Equity Shares

1. The company has only one class of share capital namely Equity shares having a face value of Rs. 10.00 share.
2. In respect of every Equity shares (Whether fully paid or partly paid), voting right shall be in the same proportion as the capital paid up on such Equity Shares to the total paid up Equity Capital of the company.
3. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.
4. In the event of liquidation, the shareholders of Equity shares are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

Reconciliation of the number of shares

Equity Shares	Number of Shares
Shares outstanding at the beginning of the year	26180888
Shares issued during the year	--
Shares outstanding at the end of the year	26180888

Details of equity shares held by shareholders holding more than 5% shares:

Name of Shareholder	Number of Shares	% holding
Mr. Prashant Sudhakar Talwalkar and Nalina Ann Talwalkar	2876080	10.99
Mr. Girish Madhukar Talwalkar and Nanda Girish Talwalkar	2864280	10.94
Mr. Madhukar Vishnu Talwalkar Mrs. Usha Madhukar Talwalkar	192168	0.73
Mr. Anant Ratnakar Gawande and Yamini Anant Gawande	1920200	7.33
Mr. Vinayak Ratnakar Gawande and Madhuri Vinayak Gawande	1920200	7.33
Mr. Harsha Ramdas Bhatkal and Smeeta Harsha Bhatkal	1560200	5.96
Smallcap World Fund, Inc.	1694000	6.47
Laxmi Shivanand Manekar and Kedar Shiavanand Manekar	1573520	6.01

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2015	31.03.2014	31.03.2013
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	261.810	261.810	261.810
(b) Reserves & Surplus	2,381.340	2,048.720	1,760.640
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	2,643.150	2,310.530	2,022.450
(3) Non-Current Liabilities
(a) long-term borrowings	2,357.780	1,238.510	1,191.260
(b) Deferred tax liabilities (Net)	244.830	227.360	184.730
(c) Other long term liabilities	2.000	122.580	157.610
(d) long-term provisions	0.000	0.000	0.000
Total Non-current Liabilities (3)	2,604.610	1,588.450	1,533.600
(4) Current Liabilities
(a) Short term borrowings	0.000	300.000	43.170
(b) Trade payables	134.520	82.490	60.350
(c) Other current liabilities	357.070	367.210	311.640
(d) Short-term provisions	121.220	141.290	130.830
Total Current Liabilities (4)	612.810	890.990	545.990
TOTAL	5,860.570	4,789.970	4,102.040
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	3,945.220	3,699.350	2,890.990
(ii) Intangible Assets	35.000	39.440	40.500
(iii) Capital work-in-progress	569.240	340.710	293.660
(iv) Intangible assets under development	3.320	3.320	3.320
(b) Non-current Investments	72.310	109.500	248.300
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	333.810	199.670	212.720
(e) Other Non-current assets	0.090	0.090	1.600
Total Non-Current Assets	4,958.990	4,392.080	3,691.090
(2) Current assets
(a) Current investments	0.220	0.220	0.220
(b) Inventories	0.420	0.630	1.550
(c) Trade receivables	294.100	274.200	138.240
(d) Cash and cash equivalents	443.100	41.560	193.840
(e) Short-term loans and advances	163.740	81.280	77.100
(f) Other current assets	0.000	0.000	0.000
Total Current Assets	901.580	397.890	410.950
TOTAL	5,860.570	4,789.970	4,102.040

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2015	31.03.2014	31.03.2013
	SALES
	Income	2,002.220	1,610.110	1,304.350
	Other Income	7.860	8.260	12.550
	TOTAL SALES	2,010.080	1,618.370	1,316.900
Less	EXPENSES
	Purchases of Stock-in-Trade	0.000	1.180	2.870
	Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	0.210	0.920	(1.550)
	Employees benefits expense	307.090	293.970	266.900
	Other expenses	567.880	507.750	411.000
	Exceptional Items	0.000	0.280	0.000
	TOTAL EXPENSES	875.180	804.100	679.220
	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION	1,134.900	814.270	637.680
Less	FINANCIAL EXPENSES	109.140	95.600	94.790
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION	1,025.760	718.670	542.890
Less	DEPRECIATION/ AMORTISATION	366.770	222.660	132.270
	PROFIT/ (LOSS) BEFORE TAX	658.990	496.010	410.620
Less	TAX	229.150	162.000	133.940
	PROFIT/ (LOSS) AFTER TAX	429.840	334.010	276.680
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD	852.090	618.810	440.780
Less	APPROPRIATIONS
	Proposed Dividend	39.270	39.270	39.270
	Corporate Dividend Tax	7.850	6.670	6.370
	Debenture Redemption Reserve	48.030	38.090	34.380
	General Reserve	21.490	16.700	18.630
	TOTAL APPROPRIATIONS	116.640	100.730	98.650
	EARNINGS IN FOREIGN CURRENCY	0.000	0.640	0.730
	IMPORTS
	Gymnasium Equipments	0.000	62.730	68.250
	Furniture And Fixtures	0.000	0.000	4.690
	Products	0.000	0.630	0.000
	TOTAL IMPORTS	0.000	63.360	72.940
	EARNINGS / (LOSS) PER SHARE (RS.)	16.42	12.76	10.57

QUARTERLY RESULTS

Particulars	30.06.2015	30.09.2015
	1^ST QUARTER	2^ND QUARTER
	UNAUDITED
Net Sales	407.060	771.190
Total Expenditure	195.360	320.550
PBIDT (Excl OI)	211.700	320.550
Other Income	NA	NA
Operating Profit	211.700	450.640
Interest	28.380	37.640
Exceptional Items	NA	NA
PBDT	183.320	413.000
Depreciation	126.700	106.260
Profit Before Tax	56.620	306.740
Tax	11.000	76.690
Provisions and contingencies	NA	NA
Profit After Tax	45.620	230.050
Extraordinary Items	NA	NA
Prior Period Expenses	NA	NA
Other Adjustments	NA	NA
Net Profit	45.620	230.050

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars	31.03.2015	31.03.2014	31.03.2013
Current Maturities of Long term debt	187.160	272.070	241.400
Cash generated from operations	980.760	693.890	629.400
Cash generated from (Used) operations	NA	NA	NA
Cash generated from Operating Activities	763.090	593.250	570.280

KEY RATIOS

PARTICULARS		31.03.2015	31.03.2014	31.03.2013
Net Profit Margin (PAT / Sales)	(%)	21.47	20.74	21.21
Operating Profit Margin (PBIDT/Sales)	(%)	56.68	50.57	48.89
Return on Total Assets (PBT/Total Assets}	(%)	12.63	11.44	11.54
Return on Investment (ROI) (PBT/Networth)		0.25	0.21	0.20
Debt Equity Ratio (Total Debt /Networth)		0.89	0.67	0.61
Current Ratio (Current Asset/Current Liability)		1.47	0.45	0.75

STOCK PRICES

Face Value	Rs. 10.00/-
Market Value	Rs. 270.00/-

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.03.2013	31.03.2014	31.03.2015
	Rs. In Million	Rs. In Million	Rs. In Million
Share Capital	261.810	261.810	261.810
Reserves & Surplus	1760.640	2048.720	2381.340
Share Application money pending allotment	0.000	0.000	0.000
Net worth	2022.450	2310.530	2643.150
long-term borrowings	1191.260	1238.510	2357.780
Short term borrowings	43.170	300.000	0.000
Current Maturities of Long term debt	241.400	272.070	187.160
Total borrowings	1475.830	1810.580	2544.940
Debt/Equity ratio	0.730	0.784	0.963

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2013	31.03.2014	31.03.2015
	Rs. In Million	Rs. In Million	Rs. In Million
Sales	1304.350	1610.110	2002.220
		23.442	24.353

NET PROFIT MARGIN

Net Profit Margin	31.03.2013	31.03.2014	31.03.2015
	Rs. In Million	Rs. In Million	Rs. In Million
Sales	1304.350	1610.110	2002.220
Profit	276.680	334.010	429.840
	21.21%	20.74%	21.47%

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check list by info agents	Available in Report (Yes/No)
1	Year of establishment	Yes
2	Constitution of the entity -Incorporation details	Yes
3	Locality of the entity	Yes
4	Premises details	Yes
5	Buyer visit details	--
6	Contact numbers	Yes
7	Name of the person contacted	Yes
8	Designation of contact person	Yes
9	Promoter’s background	Yes
10	Date of Birth of Proprietor / Partners / Directors	Yes
11	Pan Card No. of Proprietor / Partners	No
12	Voter Id Card No. of Proprietor / Partners	No
13	Type of business	Yes
14	Line of Business	Yes
15	Export/import details (if applicable)	Yes
16	No. of employees	Yes
17	Details of sister concerns	Yes
18	Major suppliers	No
19	Major customers	No
20	Banking Details	Yes
21	Banking facility details	Yes
22	Conduct of the banking account	--
23	Financials, if provided	Yes
24	Capital in the business	Yes
25	Last accounts filed at ROC, if applicable	Yes
26	Turnover of firm for last three years	Yes
27	Reasons for variation <> 20%	--
28	Estimation for coming financial year	No
29	Profitability for last three years	Yes
30	Major shareholders, if available	Yes
31	External Agency Rating, if available	Yes
32	Litigations that the firm/promoter involved in	---
33	Market information	---
34	Payments terms	Yes
35	Negative Reporting by Auditors in the Annual Report	No

BUSINESS OVERVIEW:

The Company continues its leadership position as largest Fitness Chain with 150 health clubs across 79 cities and towns. For over 80 years, Talwalkars has dominated and led the gymming business in India, committing itself in making India, Healthy and Fit. Its USP is the pan-India health fitness chain providing world-class gymming experience, facilitated by the professional trainers. The Company has a state-of-the Art training Institute in Thane that focuses on creating industry- ready professionals to man its pan-India outlets.

The Company works out for reversing the ever growing reality of lifestyle-induced illnesses and ensuring overall wellness of the members.

REVIEW OF OPERATIONS

The Company provides the diverse fitness services apart from the standard gymming and fitness solutions like ZumbaR programme, Spa, Massage, Aerobics, Yoga, Nuform, Reduce and Transform which is a unique combination of Nuform and Reduce through two formats “Talwalkars” (large size formats mostly located in Metros) and “HiFi” (low cost format located in non-metro locations.) During the year, along with the financial performance on stand-alone basis, on a consolidated basis also, the Company’s profit before tax as well as profit after tax and minority interest recorded a healthy growth of 26.48% and 25.93% respectively. The volume of the business also displayed an increase of 20.58% over last year.

No material changes affecting the financial position of the Company have occurred between the end of the financial year 2014-15 and the date of this Report, 7th May, 2015.

SUBSIDIARIES

The Company’s subsidiary model encompasses the full services fitness centers under the Talwalkars brand with each fitness outlet spread across around 4,000 5,000 sq. ft. largely targeting customers in Tier I and Tier II cities. This prudently structured model ensures lower capex outflows and cash flow accretive incomes through royalty receipt. This model also keeps open the buyout of the subsidiary fitness centre at any point of time through optimal valuations. The Company has the following subsidiaries:

(1) Denovo Enterprises Private Limited with gym spread in Northern and Western India.

(2) Equinox Wellness Private Limited with gym spread in Eastern India.

(3) Aspire Fitness Private Limited with gym spread in Western India.

(4) Jyotsna Fitness Private Limited with gym spread in Western India.

(5) Talwalkars Club Private Limited:

This wholly-owned Subsidiary is incorporated in March, 2014 to own, lease and manage recreational/ lifestyle clubs by providing all kinds of sports, games, recreational and hospitality facilities.

HiFi

Talwalkars is present across the horizontal as well as the vertical value chain by not only operating the full service “Talwalkars” brand but also by operating the cost effective HiFi brand (short for Healthy India Fit India) of fitness centres which are largely located in Tier II and III towns and appeal to this segment. All gyms under this format are franchised.

UNSECURED LOAN

PARTICULARS	31.03.2015 (Rs. in Million)	31.03.2014 (Rs. in Million)
Short-term borrowings
Short term loans	0.000	300.000
Total	0.000	300.000

STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER / HALF YEAR ENDED 30TH SEPTEMBER 2015

(Rs. In Million)

Particulars	3 Months Ended	3 Months Ended	Half Year Ended
	30.09.2015	30.06.2015	30.09.2015
	UNAUDITED
1. Income from operations
a) Net sales/ Income from operation (net of excise duty)	849.504	448.754	1298.258
less: Service Tax	101.832	51.605	153.437
b) Other operating income	23.521	9.914	33.435
Total income from Operations(net)	771.194	407.063	1178.257
2.Expenditure
a) Cost of material consumed	0.000	0.000	0.000
b) Purchases of stock in trade	0.000	0.000	0.000
c) Changes in inventories of finished goods, work-in-progress and stock-in-trade	0.012	0.017	0.029
d) Employees benefit expenses	144.554	61.382	205.936
e) Depreciation and amortization expenses	106.255	126.697	232.953
f) Power and Fuel	0.000	0.000	0.000
g) Other expenditure	175.990	133.972	309.962
Total expenses	426.812	322.067	748.879
3. Profit from operations before other income and financial costs	344.382	84.996	429.377
4. Other income	0.000	0.000	0.000
5. Profit from ordinary activities before finance costs	344.382	84.996	429.377
6. Finance costs	37.644	28.380	66.024
7. Net profit/(loss) from ordinary activities after finance costs but before exceptional items	306.738	56.615	363.354
8. Exchange Currency Fluctuation Loss/ (Gain)	0.000	0.000	0.000
9. Profit from ordinary activities before tax Expense:	306.738	56.615	363.354
10.Tax expenses	76.685	11.000	87.685
11.Net Profit / (Loss) from ordinary activities after tax (9-10)	230.054	45.615	275.669
12.Extraordinary Items (net of tax expense)	0.000	0.000	0.000
13.Net Profit / (Loss) for the period (11 -12)	230.054	45.615	275.669
14.Paid-up equity share capital (Nominal value Rs.10/- per share)	297.049	297.049	297.049
15. Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year	--	--
16.i) Earnings per share (before extraordinary items) of Rs.10/- each) (not annualised):	--	--
(a) Basic and diluted	8.19	1.72	9.81
A. Particulars of shareholding
1. Public Shareholding
- Number of shares	18448713	18456213	18448713
- Percentage of shareholding	62.11%	62.13%	62.11%
2. Promoters and Promoters group Shareholding-
a) Pledged /Encumbered
Number of shares	--	--	--
Percentage of shares (as a % of total shareholding of the promoter and promoter group)	--	--	--
Percentage of shares (as a % of total share capital of the company)	--	--	--
b) Non Encumbered
Number of shares	11256143	11248643	11256143
Percentage of shares (as a % of total shareholding of the promoter and promoter group)	100%	100%	100%
Percentage of shares (as a % of total share capital of the company)	37.89%	37.87%	37.89%
B. Investor Complaints
Pending at the beginning of the quarter	NIL
Receiving during the quarter	NIL
Disposed of during the quarter	NIL
Remaining unreserved at the end of the quarter	NIL

STANDALONE STATEMENT OF ASSTES AND LIABILITIES AS ON 30.09.2015

Rs. In Million

SOURCES OF FUNDS	30.09.2015 (Unaudited)
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	297.049
(b) Reserves & Surplus	3629.615
(c) Pending Call Money	0.000
Sub-total Shareholders’	3926.663
(2) Non-Current Liabilities
(a) long-term borrowings	2401.014
(b) Deferred tax liabilities (Net)	244.832
(c) Other long term liabilities	2.000
(d) long-term provisions	0.000
Sub-total of Non-Current liabilities	2647.846
(3) Current liabilities
(a) Short term borrowings	0.000
(b) Trade payables	106.681
(c) Other current liabilities	527.186
(d) Short-term provisions	70.926
Sub-total of Current liabilities	704.793
TOTAL	7279.303
II. ASSETS
(1) Non-current assets
(a) Fixed Assets	4923.447
(b) Non-Current investments	73.005
(c) Deferred tax assets (net)	0.000
(d) Long term loans and advances	422.633
(e) Other non-current assets	0.102
Sub-total of Non-Current Assets	5419.187
(2) Current assets
(a) Current investments	0.222
(b) Inventories	0.386
(c) Trade receivables	223.648
(d) Cash and cash equivalents	978.111
(e) Short-term loans and advances	657.749
(f) Other current assets	0.000
Sub-total of Current Assets	1860.116
TOTAL	7279.303

NOTE:

1. The above results were reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on 5^th November, 2015.

2. The statutory Auditors have carried out a limited review of the results for the quarter ended 30^th September, 2015.

3. The above financial results are in accordance with the accounting policies followed by the company preparation of its statutory accounts.

4. There are no qualifications raised by the Auditors in the limited review report.

5. There are no separate reportable segments as per Accounting Standards (AS-17) segment reporting.

6. The company has 146 fitness Centers across 82 cities and towns in India as on 30^th September, 2015.

7. The company has opted to publish only the Consolidated Financial results. The Standalone results of the company will be available for investors at www.talwakars.net, www.nseindia.com and www.bseindia.com.

8. The current period figures in this statement have been reported in the amended format as per the SEBI circular dated 16^th April, 2012, accordingly previous period / year figures have also been regrouped / reclassified to conform with the current period presentation.

INDEX OF CHARGES:

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10575865	01/04/2015	250,000,000.00	SBICAP TRUSTEE COMPANY LIMITED	202, MAKER TOWER, 'E', CUFFE PARADE,, COLABA,, MUMBAI, MAHARASHTRA - 400005, INDIA	C56116668
2	10550924	11/02/2015 *	2,308,300,000.00	SBICAP TRUSTEE COMPANY LIMITED	202, MAKER TOWER, 'E', CUFFE PARADE, COLABA, MUMBAI, MAHARASHTRA - 400005, INDIA	C44715464
3	10523884	12/09/2014	2,308,300,000.00	STATE BANK OF INDIA	INDUSTRIAL FINANCE BRANCH, SHIVSAGAR ESTATE,, 1ST  FLOOR, WORLI, POST BOX NO. 9934,, MUMBAI, MAHARASHTRA - 400018, INDIA	C25742776
4	10516184	04/08/2014	250,000,000.00	AXIS TRUSTEE SERVICES LIMITED	AXIS HOUSE, 2ND FLR, BOMBAY DYEING MILLS COMPOUND,  , PANDURANG BUDHKAR MARG, WORLI,, MUMBAI, MAHARASHTRA - 400025, INDIA	C16176448
5	10493631	17/04/2014	250,000,000.00	AXIS TRUSTEE SERVICES LIMITED	AXIS HOUSE, 2ND FLR, BOMBAY DYEING MILLS COMPOUND,  , PANDURANG BUDHKAR MARG, WORLI,, MUMBAI, MAHARASHTRA - 400025, INDIA	C03431087

FIXED ASSETS:

· Land An Building

· Plant And Machinery

· Computers

· Office Equipment

· Vehicles

PRESS RELEASE:

TO ACQUIRE 51% STAKE IN IN SHAPE HEALTH: TALWARKARS

Talwalkars Fitn stock price

On December 30, 2015, at 13:44 hrs Talwalkars Better value Fitness was quoting at Rs. 272.70, up Rs. 1.70, or 0.63 percent. The 52-week high of the share was Rs. 409.80 and the 52-week low was Rs. 216.00.

The company's trailing 12-month (TTM) EPS was at Rs 16.34 per share as per the quarter ended September 2015. The stock's price-to-earnings (P/E) ratio was 16.69. The latest book value of the company is Rs 90.17 per share. At current value, the price-to-book value of the company is 3.02.

TALWALKARS BUYS 49.5% IN SRI LANKA’S POWER WORLD GYM

Talwalkars has bought 49 percent stake in Sri Lanka's Power World Gym, CFO Anant Gawande told CNBC-TV18.

Power World Gym, the largest in the island country, operates about 12 gyms, which will go up to 50 gyms in the next 24 months.

While he did not elaborate on the consideration for the deal, Gawande said the gym enjoys EBITDA margins of 39-41 percent, similar to Talwalkars's own margins.

"They have 850-900 customers per gym, which is also similar to Talwalkars at 920-940," he said. "These are nicely done up gyms. So there is not much existing capex [on the existing gyms]."

Talwalkar will use part of the Rs 1070.000 Million capital it had raised in June via a qualified institutional placement (QIP) for the deal.

Sri Lanka's per capita GDP is 2.5 times that of neigbouring countries like India, Pakistan or Bangladesh. "So this will be a huge market and this could add almost 12-15 percent to our bottom line in the next 18-24 months," he said.

Talwalkars Fitn stock price

On December 30, 2015, at 13:52 hrs Talwalkars Better value Fitness was quoting at Rs. 273.00, up Rs. 2.00, or 0.74 percent. The 52-week high of the share was Rs. 409.80 and the 52-week low was Rs. 216.00.

The company's trailing 12-month (TTM) EPS was at Rs. 16.34 per share as per the quarter ended September 2015. The stock's price-to-earnings (P/E) ratio was 16.71. The latest book value of the company is Rs 90.17 per share. At current value, the price-to-book value of the company is 3.03.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs. 66.37
UK Pound	1	Rs. 98.91
Euro	1	Rs. 72.84

INFORMATION DETAILS

Information Gathered by :	KMN
Analysis Done by :	DIV
Report Prepared by :	SYL

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILITY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		65

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.