|Our Company was originally incorporated as 'Talwalkars Better Value Fitness Private Limited', a private limited
company under the provisions of the Companies Act, 1956, vide certificate of incorporation dated April 24, 2003 with
CIN U92411MH2003PTC140134, issued by the Registrar of Companies ('RoC') at Mumbai, Maharashtra. Pursuant to
a Board resolution dated September 10, 2009 and a special resolution of the shareholders of our Company at the EGM
held on October 1, 2009, our Company became a public limited company and the name of our Company was changed
to 'Talwalkars Better Value Fitness Limited'. The fresh certificate of incorporation to reflect the new name was issued
by the RoC on November 7, 2009 with CIN U92411MH2003PLC140134.
We can trace the history of our brand 'Talwalkars' when the first gym was setup in the year 1932 by late Mr. Vishnu
Talwalkar in Mumbai. Mr. Madhukar Talwalkar, eldest son of late Mr. Vishnu Talwalkar, carried on with the legacy
and started his first gym in Bandra, Mumbai in the year 1962 by the name 'Talwalkars Gymnasium'. Mr. Madhukar
Talwalkar has been instrumental in creating the brand 'Talwalkars' over the past several decades. Our Company,
Talwalkars Better Value Fitness Limited, was co-promoted in the year 2003 by the Talwalkar Group and the Gawande
Group with the object of developing 'Talwalkars' brand as a leader in health clubs. Through the industry expertise of
Mr. Madhukar Vishnu Talwalkar and guidance of our co-promoters namely, Girish Madhukar Talwalkar, Prashant
Sudhakar Talwalkar, Vinayak Ratnakar Gawande, Anant Ratnakar Gawande and Harsha Ramdas Bhatkal, we have
enhanced our brand equity and pan-India presence. We have grown rapidly since our inception and, as on the date of
this Red Herring Prospectus, we operate 58 health clubs in 28 cities belonging to 12 states of the country serving over
Today, we are one of the largest fitness chain in India (Source: as per the statistics of The IHRSA Asia Pacific Market
Report, 2008) offering a diverse suite of services including gyms, spas, aerobics and health counseling under the brand
'Talwalkars'. 'Talwalkars' has pioneered the concept of gyms in India and today is a recognized name in the health
and fitness industry.
Changes in the Registered Office
Pursuant to our Board resolution dated March 25, 2006, the registered office of our Company was changed from 7/10,
Botawala Building, Horniman Circle, Fort, Mumbai - 400 001 to 801-813, Mahalaxmi Chambers, 22, Bhulabhai Desai
Marg, Mumbai - 400 026. These changes were carried out to enable greater operational efficiencies.
Acquisition of Business as a going concern of partnership firm M/s Talwalkars Health Unlimited.
Effective June 30, 2003 (from close of business hours) our Company acquired and took over the entire business as a
going concern and as a successor in interest of M/s Talwalkars Health Unlimited, a partnership firm in which our
Promoters Mr. Madhukar Talwalkar, Mr. Girish Talwalkar and Mr Prashant Talwalkar were partners. The business was
acquired under MoU dated June 30, 2003 and Agreement dated September 25, 2003 respectively on a going concern
basis with all the assets and liabilities, for a consideration of Rs. 55,00,000/-. Pursuant to the said agreement, our
Company took over the undertaking of the erstwhile firm including all assets and liabilities which were transferred and
vested in our Company with effect from close of business hours on June 30th, 2003). The acquisition also included the
takeover of the unfinished gym project at Bandra from the partnership firm. The aforesaid consideration was paid by us
by issue of 55,000 fully paid up equity shares at a price of Rs. 100 per share, to Mr. Madhukar Vishnu Talwalkar, Mr.
Girish Madhukar Talwalkar and Mr Prashant Sudhakar Talwalkar.
Acquisitions by way of slump sale
Our Company has acquired the business of two (2) gyms on a slump sale basis. The details of the slump sale
agreements are as follows:
1. Our Company has entered into an agreement dated September 05, 2003 with Talwalkars Omnifitness Private
Limited (TOFPL) whereby TOFPL has agreed to irrevocably assign and transfer and our Company has agreed to
take over the entire business of TOFPL as a going concern together with the business premises (situated at Batra
Centre, Ulsoor Road, Bangalore 560 042), goodwill and the exclusive right to use the name of Talwalkars Fitness
2. Our Company has entered into an agreement dated June 24, 2008 with Talwalkars Health Commune (the 'THC')
whereby THC has agreed to assign and transfer and our Company has agreed to take over the on going concern
together with the business premises (situated at 3rd floor Natraj Theater Building, Chembur, Mumbai - 400 071),
goodwill, other benefits, trade connections, privileges, leases, leave and licences, licenses and exclusive right to use
the name of 'Talwalkar Health Commune'.
3. Our Company has entered into an agreement dated July 15, 2008 with M/s. Club Business Systems (the 'CBS')
whereby CBS has agreed to irrevocably assign and transfer and our Company has agreed to take over the entire
business of CBS as a going concern together with the business premises (situated at GA, Crystal Launger, Wallace
Garden, 20, Haddows Road, 1st Street, Nungabakkam, Chennai 600 006), goodwill and the exclusive right to use
the name of Club Business Systems.
Year Key events, milestones and achievements
2003 - 2004 Shareholders Agreement dated July 01, 2003, between Talwalkar Group and Gawande Group
2003 - 2004 Acquisition of the business as a going concern of partnership firm M/s Talwalkars Health Unlimited
2003 - 2004 Agreement dated September 05, 2003 for purchase of business of Talwalkar Omnifitness Private
Limited situated at Ulsoor, Bangalore.
2005 - 2006 Franchisee Agreement dated June 15, 2005 executed between our Company and Pinnacle Fitness
Private Limited for 2 gymnasiums located at NCR.
2005 - 2006 Franchisee Agreement dated August 05, 2005 executed between our Company and Kandarkar and
Shinde Associates for gymnasium located at Navi Mumbai.
2005- 2006 Franchisee Agreement dated August 24, 2005 executed between our Company and Equinox Wellness
Private Limited for gymnasium located at Kolkatta.
2005- 200 6 Share and CPS (Convertible Preference Shares) Subscription Agreement dated January 09, 2006
executed between our Company and Mr. Shivanand Shankar Mankekar, Mr. Kedar Shivanad
Mankekar and Ms. Laxmi Shivanand Mankekar and our Promoters.
2006 - 2007 Joint Venture Agreement dated August 06, 2006 executed with Palestra Enterprises Private Limited for
running a joint venture in the name of 'Denovo Enterprises Private Limited'.
2006 - 2007 Franchisee Agreement dated August 10, 2006 executed between our Company and Denovo Enterprises
Private Limited for gymnasiums located at Jaipur and Indore.
2006 - 2007 Joint Venture Agreement dated October 05, 2006 executed with Pantaloon Retail (India) Limited for
running a joint venture in the name of 'Talwalkars Pantaloon Fitness Private Limited'.
2007 - 2008 Agreement dated October 03, 2007 executed by our Company with Procam International Limited
whereby our Company shall be the trainer of Standard Chartered Mumbai Marathon for the calendar
years 2008, 2009 and 2010.
2008 - 2009 Our Company commences a dormitory and training academy at Thane
2008 - 2009 Agreement dated June 24, 2008 for purchase of business of M/s. Talwalkars Health Commune situated
at Chembur, Mumbai.
2008 - 2009 Agreement dated July 15, 2008 for purchase of business of M/s. Club Business Systems situated at
2008 - 2009 Franchisee Agreement dated September 17, 2008 executed between our Company and M/s. Jyotsna
Shinde & Associates for gymnasium located at Byramji Town, Nagpur.
2008 - 2009 Letter of Intent issued by Bennett, Coleman & Co. Limited appointing our Company as the Official
Fitness Trainer for Femina Miss India.
2009 - 2010 MoU dated November 05, 2009 and the Addendum to the MoU dated December 24, 2009 signed
between our Company and Life Fitness India Private Limited for setting up additional gyms.