Private & Confidential – Not for Circulation (The Information Memorandum is neither a Prospectus nor Statement in Lieu of Prospectus)

Dated: 2nd January, 2017 (This is a Disclosure Document prepared in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 and Securities & Exchange Board of India (Issue & Listing of Securities) (Amendment) Regulations, 2012)) and Securities & Exchange Board of India (Issue & Listing of Securities) (Amendment) Regulations, 2014 issued vide circular no. LAD-NRO/GN/2013-14/43/207 dated January 31, 2014 and the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014

TALWALKARS BETTER VALUE FITNESS LTD.

Registered / Corporate Office : 801-813, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai-400026 Contact Person : Ms. Avanti Sankav Telephone : 022-66126300 (324) Fax : 022-66126363 E-Mail : avantis@talwalkars.net

PRIVATE PLACEMENT OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF RS. 10,00,000/- EACH

FOR TOTAL FACE VALUE OF RS. 25 CRORES Rating “AA” BY CARE LIMITED

GENERAL RISK For taking an investment decision, investors must rely on their own examination of the issue, the disclosure document and the risk involved. The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this disclosure document.

ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Disclosure Document contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Disclosure Document is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING ‘[CARE] AA’ by Credit Analysis and Research Ltd. (CARE). This rating indicates high degree of safety and issuer’s capacity for timely servicing of debt obligations. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of new information etc.

LISTING The Secured Redeemable Non-Convertible Debentures are proposed to be listed on the Whole Sale Debt Market Segment of the BSE Limited (‘BSE’).

ARRANGER TO THE ISSUE DEBENTURE TRUSTEE REGISTRAR AND TRANSFER AGENT

Axis Bank Limited

Axis House, Bombay Dyeing Mill Compound, Pandurang Budhkar Marg, Worli, Mumbai 400 025

Tel No: 022 - 24252868 Fax No: 022 - 24253800

Axis Trustee Services Limited

Ground Floor, Axis House, Bombay Dyeing Mills Compound,

PandurangBudhkarMarg, Worli, Mumbai - 400 025 Tel No:- 022 – 24252525 Fax No:- 022 –24254200

Link Intime India Private Ltd C-13, Pannalal Silk Mills Compound

L.B.S Marg, Bhandup (West) Mumbai – 400 078

Tel No.: (022) 25946970 Fax No.: (022) 2596 2691

Deemed date of Allotment: 3rd January, 2017

ISSUE OPEN FROM 2nd January, 2017 to 3rd January, 2017

Page 2

TABLE OF CONTENTS

INDEX TITLE Page No.

I. DEFINITIONS/ ABBREVIATIONS 3

II. DISCLAIMER 5

III. NAME AND ADDRESS OF REGISTERED/ HEAD OFFICE OF THE ISSUER 8

IV. NAME, ADDRESSES, DESIGNATION, DIN, DATE OF APPOINTMENT, AGE AND DETAILS OF OTHER DIRECTORSHIPS OF THE DIRECTORS OF THE ISSUER

9

V. BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS 13

VI BRIEF HISTORY OF ISSUER SINCE INCORPORATION, DETAILS OF ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS

18

VII. ISSUE TERM SHEET 39

VIII.

TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF ISSUANCE, ISSUE SIZE, UTILIZATION OF ISSUE PROCEEDS, STOCK EXCHANGES WHERE SECURITIES ARE PROPOSED TO BE LISTED, REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE AND EFFECTIVE YIELD FOR INVESTOR)

41

IX. CREDIT RATING & RATIONALE THEREOF 50

X. NAME OF DEBENTURE TRUSTEE 50

XI. STOCK EXCHANGE WHERE SECURITIES ARE PROPOSED TO BE LISTED 51

XII.

DETAILS OF OTHER BORROWINGS (DETAILS DEBT SECURITIES ISSUED IN THE PAST, PARTICULARS OF DEBT SECURITIES ISSUED FOR CONSIDERATION OTHER THAN CASH OR AT A PREMIUM OR DISCOUNT OR IN PURSUANCE OF AN OPTION, HIGHEST TEN HOLDERS OF EACH CLASS OR KIND OF SECURITIES, DEBT EQUITY RATIO)

51

XIII. SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES AND OTHER BORROWINGS 55

XIV. UNDERTAKING REGARDING COMMON FORM OF TRANSFER 55

XV. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE 55

XVI. PERMISSION / CONSENT FROM PRIOR CREDITORS 55

XVII. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER

55

XVIII. DECLARATION 56

XIX. ANNEXURES

A. CREDIT RATING AND RATIONALE LETTER FROM CARE 57

B. SHAREHOLDERS RESOLUTION 72

C. BOARD RESOLUTION 73

D. CONSENT LETTER FROM AXIS TRUSTEE SERVICES LIMITED 74

E. SCHEDULE FOR NET CASH FLOW 75

F. FINANCIALS 76

G. APPLICATION FORM 83

H. INSTRUCTIONS 85

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I. DEFINITIONS/ ABBREVIATIONS

Act The Companies Act, 2013 as amended from time to time till date Application Form The form in terms of which the investors shall apply for the Secured Taxable

Redeemable Non-Convertible Debentures of the Company. Arranger Axis Bank Limited Board Board of Directors of Talwalkars Better Value Fitness Ltd. Bondholder(s) The holder(s) of the NCDs BSE Bombay Stock Exchange NCDs Secured Taxable Redeemable Non-Convertible NCDs issued under the terms of this

Disclosure Document CBDT Central Board of Direct Taxes CDSL Central Depository Services (India) Ltd. Debt “Debt” shall mean aggregate of

a) All long term debt outstanding (including NCD), whether secured or unsecured, plus

b) Contingent liability pertaining to corporate/ financial guarantees given on behalf of any company / SPV / subsidiary/affiliate to the extent of outstanding of such guaranteed debt, plus

c) Any short term debt outstanding, whether secured or unsecured Debt Securities Non-Convertible debt securities which create or acknowledge indebtedness and

include debenture, NCDs and such other securities of the Issuer, whether constituting a charge on the assets of the Issuer or not, but excludes security receipts and securitized debt instruments

Debt to EBITDA Ratio

“Debt to EBITDA Ratio” shall mean the result, expressed as a fraction, obtained by dividing the Debt by EBITDA.

DDA Deemed Date of Allotment Debt to Equity Ratio “Debt to Equity Ratio” shall mean the result, expressed as a fraction, obtained by

dividing the Debt by Equity.

Disclosure Document

The Disclosure Document dated 2nd January, 2017 for issue of Secured, Taxable, Redeemable, Non-Convertible Debentures of Rs. 10,00,000/- each for total face value of Rs. 25 crores to be issued by Talwalkars Better Value Fitness Ltd

EBITDA “EBITDA” shall mean Net Income after Tax (+) Interest Expense/ Financial Costs (+) Tax Expenses (+) Depreciation (+) Amortization (-) Non Operational Income.

Equity “Equity” shall mean issued and paid up Equity share capital (+) issued and paid up Preference share capital (+) all reserves (excluding revaluation reserves) (+) deferred tax liability (-) deferred tax asset (-) intangibles (including but not restricted to brand valuation, goodwill etc.) as per the latest audited financials of the Borrower.

EPS Earnings Per Share FIs Financial Institutions FIIs Foreign Institutional Investors FY Financial Year GOI Government of India Issuer Company/ the Company/ TBVFL

Talwalkars Better Value Fitness Ltd., a company incorporated under the Companies Act, 1956 and having its Registered Office at 801-813, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai – 400 026

IT Act Income Tax Act, 1961 as amended from time to time till date IST Indian Standard Time (Greenwich Mean Time + 0530 hours) Listing Regulations, 2015

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

MFs Mutual Funds

Page 4

NCDs Secured Taxable Redeemable Non-Convertible Debentures NRIs Non Resident Indians NSDL National Securities Depository Ltd. OCBs Overseas Corporate Bodies Offer / Issue Private Placement of NCDs of TBVFL in terms of this Disclosure Document RBI Reserve Bank of India Registrars to the issue

Link Intime India Pvt. Ltd.

RTGS Real Time Gross Settlement SEBI Securities and Exchange Board of India SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time SEBI Regulations Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 and Securities & Exchange Board of India (Issue & Listing of Securities) (Amendment) Regulations, 2012) & Securities & Exchange Board of India (Issue & Listing of Securities) (Amendment) Regulations, 2014 issued vide circular no. LAD-NRO/GN/2013-14/43/207 dated January 31, 2014

Trustee for the Bondholders

Axis Trustee Services Limited

YTM Yield to Maturity

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II. DISCLAIMER GENERAL DISCLAIMER This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 and Securities & Exchange Board of India (Issue & Listing of Securities) (Amendment) Regulations, 2012) and Securities & Exchange Board of India (Issue & Listing of Securities) (Amendment) Regulations, 2014 issued vide circular no. LAD-NRO/GN/2013-14/43/207 dated January 31, 2014 and the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014. This document does not constitute an offer to the public generally to subscribe for or otherwise acquire the NCDs to be issued by Talwalkars Better Value Fitness Ltd (the “Issuer”/ “TBVFL”). The document is for the exclusive use of the Institutions to whom it is delivered and it should not be circulated or distributed to third party(ies). TBVFL certifies that the disclosures made in this document are generally adequate and are in conformity with the captioned SEBI Regulations. This requirement is to facilitate investors to take an informed decision for making investment in the proposed Issue. This Issue is being made strictly on a private placement basis and nothing in this Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to an offer to the Indian public or any section thereof to subscribe for or otherwise acquire the NCDs. This Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act. This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for the NCDs. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. Therefore, as per the applicable provisions, a copy of this Disclosure Document has not been filed or submitted to the SEBI for its review and/or approval. Further, since this Issue is being made on a private placement basis, the provisions of Section 60 of the Companies Act shall not be applicable and accordingly, a copy of this Disclosure Document has not been filed with the RoC or the SEBI. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA This Disclosure Document has not been filed with Securities & Exchange Board of India (SEBI). The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made or for the correctness of the statements made or opinions expressed in this document. The issue of NCDs being made on private placement basis, filing of this document is not required with SEBI, however SEBI reserves the right to take up at any point of time, with the Issuer, any irregularities or lapses in this document. DISCLAIMER OF THE LEAD ARRANGER The role of the Lead Arranger in the assignment is confined to marketing and placement of the Debentures on the basis of this Information Memorandum as prepared by the Company. The Lead Arranger has neither scrutinized nor vetted nor reviewed nor has it done any due-diligence for verification of the contents of this Information Memorandum. The Lead Arranger shall use this Information Memorandum for the purpose of soliciting subscription(s) from Eligible Investors in the Debentures to be issued by the Company on a private placement basis. It is to be distinctly understood that the aforesaid use of this Information Memorandum by the Lead Arranger should not in any way be deemed or construed to mean that the Information Memorandum has been prepared, cleared, approved, reviewed or vetted by the Lead Arranger; nor should the contents to this Information Memorandum in any manner be deemed to have been warranted, certified or endorsed by the Lead Arranger so as to the correctness or completeness thereof. Nothing in this Information Memorandum constitutes an offer of securities for sale in the United States of America or any other jurisdiction where such offer or placement would be in violation of any law, rule or regulation. No action is being taken to permit an offering of the debentures or the distribution of this Information

Page 6

Memorandum in any jurisdiction where such action is required. The distribution/taking/sending/dispatching/transmitting of this Information Memorandum and the offering and sale of the Debentures may be restricted by law in certain jurisdictions, and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. The Issuer has prepared this Information Memorandum and the Issuer is solely responsible and liable for its contents. The Issuer will comply with all laws, rules and regulations and has obtained all regulatory, governmental, corporate and other necessary approvals for the issuance of the Debentures. The Company confirms that all the information contained in this Information Memorandum has been provided by the Issuer or is from publicly available information, and such information has not been independently verified by the Lead Arranger. No representation or warranty, expressed or implied, is or will be made, and no responsibility or liability is or will be accepted, by the Lead Arranger or their Affiliates for the accuracy, completeness, reliability, correctness or fairness of this Information Memorandum or any of the information or opinions contained therein, and the Lead Arranger hereby expressly disclaims any responsibility or liability to the fullest extent for the contents of this Information memorandum, whether arising in tort or contract or otherwise, relating to or resulting from this Information Memorandum or any information or errors contained therein or any omissions therefrom. Neither Lead Arranger and its affiliates, nor its directors, employees, agents or representatives shall be liable for any damages whether direct or indirect, incidental, special or consequential including lost revenue or lost profits that may arise from or in connection with the use of this document. By accepting this Information Memorandum, the Eligible Investor accepts terms of this Disclaimer Clause of Lead Arranger, which forms an integral part of this Information Memorandum and agrees that the Lead Arranger will not have any such liability. The Eligible Investors should carefully read this Information Memorandum. This Information Memorandum is for general information purposes only, without regard to specific objectives, suitability, financial situations and needs of any particular person and does not constitute any recommendation and the Eligible Investors are not to construe the contents of this Information Memorandum as investment, legal, accounting, regulatory or Tax advice, and the Eligible Investors should consult with its own advisors as to all legal, accounting, regulatory, Tax, financial and related matters concerning an investment in the Debentures.This Information Memorandum should not be construed as an offer to sell or the solicitation of an offer to buy, purchase or subscribe to any securities mentioned therein, and neither this document nor anything contained herein shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. This Information Memorandum is confidential and is made available to potential investors in the Debentures on the understanding that it is confidential. Recipients are not entitled to use any of the information contained in this Information Memorandum for any purpose other than in assisting to decide whether or not to participate in the Debentures. This document and information contained herein or any part of it does not constitute or purport to constitute investment advice in publicly accessible media and should not be printed, reproduced, transmitted, sold, distributed or published by the recipient without the prior written approval from the Lead Arranger and the Company. This Information Memorandum has not been approved and will or may not be reviewed or approved by any statutory or regulatory authority in India or by any Stock Exchange in India. This document may not be all inclusive and may not contain all of the information that the recipient may consider material. Each person receiving this Information Memorandum acknowledges that:

1. Such person has been afforded an opportunity to request and to review and has received all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein; and

2. Has not relied on the Lead Arranger and/or its affiliates that may be associated with the Debentures in connection with its investigation of the accuracy of such information or its investment decision.

Issuer hereby declares that the Issuer has exercised due-diligence to ensure complete compliance of applicable disclosure norms in this Information Memorandum. The Lead Arranger: (a) is not acting as trustee or fiduciary for the investors or any other person; and (b) is under no obligation to conduct any "know your customer" or other procedures in relation to any person. The Lead Arranger is not responsible for (a) the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Issuer or any other person in or in connection with this Information Memorandum; or (b) the legality, validity, effectiveness, adequacy or enforceability of this Information Memorandum or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with this Information Memorandum; or (c) any determination as to whether any information provided or to be provided to any investor is non-public

Page 7

information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise. The Lead Arranger or any of their directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this document. By accepting this Information Memorandum, investor(s) agree(s) that the Lead Arranger will not have any such liability. Please note that:

(a) the Lead Arranger and/or their affiliates may, now and/or in the future, have other investment and commercial banking, trust and other relationships with the Issuer and with other persons ("Other Persons");

(b) as a result of those other relationships, the Lead Arranger and/or their affiliates may get information about Other Persons, the Issuer and/or the Issue or that may be relevant to any of them. Despite this, the Lead Arranger and/or their affiliates will not be required to disclose such information, or the fact that it is in possession of such information, to any recipient of this Information Memorandum;

(c) the Lead Arranger and/or their affiliates may, now and in the future, have fiduciary or other relationships under which it, or they, may exercise voting power over securities of various persons. Those securities may, from time to time, include securities of the Issuer; and

(d) the Lead Arranger and/or their affiliates may exercise such voting powers, and otherwise perform its functions in connection with such fiduciary or other relationships, without regard to its relationship to the Issuer and/or the securities.”

DISCLAIMER OF THE ISSUER The Issuer certifies that the disclosures made in this Disclosure Document are generally adequate and in conformity with the SEBI/ RBI regulations and directions. Further, the Issuer accepts no responsibility for statements made otherwise than in this Disclosure Document or any other material issued by or at the instance of the Issuer and anyone placing reliance on any source of information other than this Disclosure Document would be doing so at his own risk. Further, the Issuer and its directors have not been prohibited from accessing the capital market under any order or directions passed by SEBI. DISCLAIMER OF THE STOCK EXCHANGE As required, a copy of this Disclosure Document has been submitted to the Bombay Stock Exchange (BSE)for hosting the same on its website. It is to be distinctly understood that such submission of the document with BSE or hosting the same on its website should not in any way be deemed or construed that the document has been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this Issuer’s securities will be listed or continue to be listed on the Exchange; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

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III. NAME AND ADDRESS OF REGISTERED/ HEAD OFFICE OF THE ISSUER Name of the Issuer : Talwalkars Better Value Fitness Ltd.

Date of incorporation of the company : April 24, 2003 Registered Office / Corporate Office : 801-813, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai – 400 026

Tel. No. : +91-022-66126300 (324)

Fax No. : +91-022-66126363 E-mail : avantis@talwalkars.net

Website : www.talwalkars.net

Compliance Officer of the issuer : Ms. Avanti Sankav

Chief Financial Officer of the Issuer : Mr. Anant Gawande

Auditors of the issuer : M. K. Dandeker & Co., Chartered Accountants.

Arrangers of the Issue : Axis Bank Limited Axis House, Bombay Dyeing Mill compound,

Pandurang Budhkar Marg, Worli, Mumbai 400 025 Phone No - 24252868

Contact Person – Mr. Sharad Sawant E-mail - sharad.sawant@axisbank.com

Trustee of the issue : Axis Trustee Services Limited 2nd Floor, Axis House, Bombay Dyeing Mills Compound, Pandurang BudhkarMarg, Worli, Mumbai - 400 025 Tel: (022) -2425 2525 ; Fax: (022) -2425 4200 Contact Person: Mr. Ankit Sanghvi Email : ankit.singhvi@axistrustee.com

Registrar of the issue : Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai - 400 078 Tel No: (022)- 25963838 ;Fax No: (022) - 2594 6979 Contact Person : Mr. Ganesh Jadhav Email : ganesh.jadhav@linkintime.co.in

Credit Rating Agency of the issue : Credit Analysis & Research Ltd. 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai – 400 022 Tel No: (022) – 67543429; Fax No: (022) – 6754 3457 Email: rashmi.narvankar@careratings.com Contact Person: Ms. Rashmi Narvankar

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IV. NAME, ADDRESSES, DESIGNATION, DIN, DATE OF APPOINTMENT, AGE AND DETAILS OF OTHER DIRECTORSHIPS OF THE DIRECTORS OF THE ISSUER

Sr. No. Name, Address, Designation, DIN and Date of Appointment

Age (in years)

Other Directorships

1. Mr. Girish MadhukarTalwalkar Address: D-22, New Juhu, Park Co-operative Housing Society, 3rd floor, Opp. ISKON Temple, Juhu, Mumbai 400 049. Designation: Executive Chairman DIN: 00341675 Date of Appointment: 25th April, 2003

54 1. Talwalkars Omni fitness Private Limited

2. Aspire Fitness Private Limited 3. Chiranjeevini Trading Private

Limited 4. Talwalkars Lifestyles Limited

2. Mr. Prashant Sudhakar Talwalkar Address: 26, Sheesh Mahal, D’Monte Park Road, Bandra (West), Mumbai 400 050. Designation: Managing Director and Chief Executive Officer DIN: 00341715 Date of Appointment:25th April, 2003

53 1. R2 Infrastructure Private Limited 2. Talwalkars Club Private Limited 3. Talwalkars Club Systems Private

Limited 4. Chiranjeevini Trading Private Limited 5. Talwalkars Lifestyles Limited 6. PWG Fitness Private Limited

3. Mr. Madhukar Vishnu Talwalkar Address: C-37/40, Pandurang Society, Dr. A. B. Nair Road, Juhu, Mumbai 400 049. Designation: Whole-time Director DIN: 00341613 Date of Appointment:24th April, 2003

83 1. Talwalkars Omni fitness Private Limited

2. Life Fitness India Private Limited 3. Aspire Fitness Private Limited 4. United Health and Fitness Forum

4. Mr. Vinayak Ratnakar Gawande Address: A-231, Twin Towers, Twin Tower Lane, Opp. Siddhivinayak Temple, Prabhadevi, Mumbai – 400 025 Designation: Whole-time Director DIN: 00324591 Date of Appointment:24th April, 2003

58 1. Better Value Leasing & Finance Limited

2. Gawande Consultants Private Limited

3. SK Restraurants Private Limited 4. Talwalkars Club Private Limited

5. Mr. Harsha Ramdas Bhatkal

Address: N-5, Prathamesh CHS, Off. Veer Savarkar Road, Prabhadevi, Mumbai- 400025. Designation: Whole-time Director DIN: 00283946 Date of Appointment:25th April, 2003

54 1. Better Value Leasing & Finance Limited

2. Popular Prakashan Private Limited 3. Indian Cookery.Com Private Limited 4. Talwalkars Club Systems Private

Limited 5. Corner Bookstore Company Private

Limited 6. SK Restaurants Private Limited 7. Talwalkars Lifestyles Limited 8. PWG Fitness Private Limited

Foreign Companies: Popular Educational Enterprise Pvt Ltd

6. Mr. Anant Ratnakar Gawande Address: A/173, Twin Tower, Twin Tower Lane, Off. Veer SavarkarMarg, Prabhadevi, Mumbai- 400 025, Designation: Whole-time Director and Chief Financial Officer DIN: 00324734 Date of Appointment:25th April, 2003

49 1. Better Value Leasing & Finance Limited

2. SK Restaurants Private Limited 3. Anfin Investments Private Limited 4. Gawande Consultants Private

Limited

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7. Mr. Manohar Gopal Bhide Address: A/5, Bageshree, Shankar GhanekarMarg, Prabhadevi, Mumbai- 400 025. Designation: Non- Executive, Independent Director DIN: 00001826 Date of Appointment: 18th September, 2014

77 1. J P Morgan Securities India Private Limited

2. Mahindra Agri Solutions Limited 3. Mahindra & Mahindra Financial

Services Limited 4. Mahindra Trustee Company Private

Limited

8. Mr. Raman Hirji Maroo Address: 21/A, Woodland, 67 Dr. G. DeshmukhMarg, Mumbai 400 026. Designation: Non- Executive, Independent Director DIN: 00169152 Date of Appointment: 18th September, 2014

66 1. Shemaroo Entertainment Limited 2. Shemaroo Holdings Private Limited 3. Shemaroo Films Private Limited 4. NovatechFinvest (India) Private

Limited 5. MitochPharma Private Limited 6. Atlas Equifin Private Limited 7. Think Walnut Digital Private Limited 8. Malabar Hill Club Limited 9. Namaste America - Indo American

Association for Art & Culture 10. Video Federation of India

9. Mr. Mohan Motiram Jayakar Address: 12, Makani Manor, Peddar Road, Mumbai- 400 026. Designation: Non- Executive, Independent Director DIN: 00925962 Date of Appointment: 18th September, 2014

63 1. Photoquip India Limited 2. Everest Kanto Cylinder Limited 3. Sahaya Tours and Travels Private

Limited 4. Glide Car Rentals and Trading Private

Limited 5. Macrocosm Infrastructure & Power

Private Limited 6. Centerac Technologies Limited 7. Mysore Petro Chemicals Limited

10. Dr. Avinash Achyut Phadke Address: A-Flat No. 41, 4th Floor, The Shrieesh CHS, 187, V.S. Marg, Mahim, Mumbai – 400016. Designation: Non- Executive, Independent Director DIN: 00799476 Date of Appointment: 18th September, 2014

64 1. Dandekar Inks and Adhesives Limited

2. Aga Khan Health Services India

11. Mr. Abhijeet Rajaram Patil Address: 3rd Floor, 214, Sweet Home, L.J Road, Mahim (West), Mumbai 400 016. Designation: Non- Executive, Independent Director DIN: 00356630 Date of Appointment: 18th September, 2014

50 1. Raja Rani Travels Private Limited 2. Raja Rani Retail Tourism Private

Limited 3. Raja Rani Heath Alliance Private

Limited 4. RR Global Project Advisory Services

Private Limited 12. Mr. Dinesh Kishanrao Afzulpurkar

Address: P-11, 5 Buena Vista, General JagannathBhosaleMarg, Mumbai – 400021. Designation: Non- Executive, Independent Director DIN: 05313394 Date of Appointment: 18th September, 2014

78 NIL

13. Mrs. Mrunalini Deshmukh Address: 8, Abhang Sahitya Sahawas, Kalekar Marg, Bandra East, Mumbai, 400051, Maharashtra, India

59 1. Aquamall Water Solutions Limited

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Designation: Independent Director DIN: 07092728 Date of Appointment: 5th November, 2015

DETAILS OF DIRECTORS WHO ARE APPEARING IN THE RBI DEFAULTER LIST AND/OR ECGC DEFAULT LIST, IF ANY: Nil

DETAILS OF CHANGE IN DIRECTORS SINCE LAST THREE YEARS: Save and except as mentioned below, there have been no changes in our Board of Directors during the last three (3) years:

Name, DIN and Designation of the Director

Date of Appointment Date of Resignation Reasons

Mrs. Mrunalini Deshmukh DIN: 07092728 Designation: Independent Director

5th November, 2015 - Appointment

BRIEF PARTICULARS OF THE MANAGEMENT OF THE COMPANY: Our Board of Directors is responsible for our overall management and supervision of our Company. Our Chairman and Whole time Directors are responsible for our day-to-day management under the direction and control of our Board of Directors. The Board of Directors comprises of thirteen (13) Directors, of which six (6) are Whole-time Directors and seven (7) are Independent Directors. The composition of our Board of Directors is governed by the provisions of the Companies Act, 2013 and Listing Regulations, 2015 and the norms of the code of corporate governance as applicable to listed companies in India. Brief Biographies of our Directors 1. Mr. Girish Madhukar Talwalkar Mr. Girish MadhukarTalwalkar is the Chairman of our Company. He has a very wide experience in setting up and running of health clubs. He is responsible for strategic planning, project management, execution, corporate tie ups and human resource (HR) function of our Company and other promotional activities. His expertise in project management and execution has helped in the growth of our Company. 2. Mr. Prashant Sudhakar Talwalkar Mr. Prashant Sudhakar Talwalkar is the Managing Director and Chief Executive Officer of our Company. He has vast experience in marketing of health clubs. He has been a key person to expand the brand-name of our Company. He is also responsible for corporate tie ups and other promotional activities of our Company. 3. Mr. Madhukar Vishnu Talwalkar Mr. Madhukar Vishnu Talwalkar is the Whole-time Director of our Company. He has a very wide experience in health and fitness industry. Mr. Madhukar Vishnu Talwalkar is the Vice President of the Indian Body Builders Federation and is also the President of Maharashtra Body Building Association He has been instrumental in the expansion of our Company and has contributed to our solidification as a leader in the industry of health and fitness. He was the Chairman of the Company since inception and our Company has grown significantly under his guidance and mentorship.

4. Mr. Vinayak Ratnakar Gawande Mr. Vinayak Ratnakar Gawande is the Whole-time Director of our Company. He has vast experience in taxation, law and finance industry. He also manages a section of hospitality sector of the group, managing a 3 star hotel at Khandala. He is currently in charge of direct and indirect tax and legal matters of our Company. 5. Mr. Harsha Ramdas Bhatkal Mr. Harsha Ramdas Bhatkal is a Whole-time Director of our Company. He has expertise in the publishing and marketing industry. He has worked as a business journalist for Update magazine pursuant to which he joined Popular Prakashan Private Limited – a family run enterprise - as sales manager. He took over Value Added News

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Service a fledgling business database service and went on to create Vans Information, considered as one of the pioneers in the electronic information services in India. He is responsible for brand strategy and overall marketing of the brand of our Company.

6. Mr. Anant Ratnakar Gawande Mr. Anant Ratnakar Gawande is a Whole-time Director and the Chief Financial Officer of our Company. He has expert knowledge in the finance industry with specialization in leasing and hire purchase finance, investment banking, portfolio advisory services and general banking service. As Whole-time Director and CFO of our Company he is actively in charge of the entire finance operations including budgets and controls of our Company. 7. Mr. Manohar Gopal Bhide Mr. Manohar Gopal Bhide is a Non- Executive and Independent Director of our Company. He has an immense experience in the area of banking and finance. Mr. Bhide has served as the Chairman and Managing Director of Bank of India and was also associated with the State Bank of India as Managing Director and Group Executive (National Banking Division). Prior to that, he served State Bank of India as Deputy Managing Director and Chief Credit Officer. He has also worked as Chief Executive Officer – State Bank of India (London), Chairman – National Institute of Bank Management, Pune, Chairman – Bank of India Shareholding Limited, Chairman – Bank of India Asset Management Company Limited and Chairman Bank of India (Africa) Limited. He has been a member of a high level committee set up to investigate activities of Unit Trust of India and an expert committee appointed by the Government of India to review the system of administered interest rates and other related issues. 8. Mr. Raman Hirji Maroo Mr. Raman Hirji Maroo is the Non- Executive and Independent Director of our Company. He has been associated with the Shemaroo Group since 1974 is currently the Managing Director of Shemaroo Entertainment Limited (“Shemaroo”). Mr. Maroo has approximately 40 years of business experience, out of which, he has been associated with the media and entertainment industry for more than 32 years. He has been instrumental in Shemaroo Group’s expansion into television rights syndication as well as transformation of Shemaroo into a content house. 9. Mr. Mohan Motiram Jayakar Mr. Mohan Motiram Jayakar is the Non- Executive and Independent Director of our Company. Having attended to all the aspects of law and specialized in customs, central excise and foreign exchange matters including writs and criminal procedure, He was also a member of the panel of Arbitrators of Bombay Incorporated Law Society. He has experience in commercial litigations, writ litigations, election petitions, Public Interest Litigations and has appeared before various courts including Board of Industrial and Financial Reconstruction & Appellate Authority of Industrial and Financial Reconstruction and Commissionerates of both customs and central excise, Customs, Excise and Gold Control (Appellate) Tribunal, appellate tribunal of Forex, arbitrations before Grain and Feed Trade Association, Federation of Oil, Seeds and Fats Association and arbitrations held as per the rules of the Indian Chamber of Commerce and Singapore International Arbitration Centers. 10. Dr. Avinash Achyut Phadke Dr. Avinash Achyut Phadke is a Non- Executive and Independent Director of our Company. Mr. Phadke has expertise in pathologic practice. He is an Honorary Secretary to Prince Aly Khan Hospital and President of the Executive Committee and an advisor to Prince Aly Khan Hospital and Aga Khan Health Foundation. He serves as a faculty member at the Tata Institute of Social Science, M.D. Pathology in University of Mumbai, Bhabha Atomic Research Center and as an advisor to the Family Planning Association of India, Dhanwantari Hospital. 11. Mr. Abhijeet Rajaram Patil Mr. Abhijeet Rajaram Patil is a Non- Executive and Independent Director of our Company. He has expert knowledge in tourism industry. He has worked with Eli Lily’s global marketing team, USA and has also been involved in the family travel business. 12. Mr. Dinesh Kishanrao Afzulpurkar Mr. Dinesh Kishanrao Afzulpurkar is a Non- Executive and Independent Director of our Company. He has an expert knowledge in the administrative services and has served the Government of Maharashtra. He has also held offices as the Chairman of Bombay Port Trust and Collector of Pune and is also the Chairman of Heritage Committee, Mumbai.

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13. Mrs. Mrunalini Deshmukh Mrs. Mrunalini Deshmukh is a Non- Executive and Independent Director of our Company. She holds a Bachelors degree in Commerce from St. Xavier’s College, Mumbai and a LLB degree from Mumbai University. In the past Mrs. Deshmukh has been a professor of Constitutional law at K.C College and was a visiting faculty of the department of law, University of Mumbai. She has been a practicing advocate since 1981 and specializes in family law. V. BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS

Indian Wellness Industry In India, wellness is a concept which has been in vogue since ancient times. Traditional medicinal and health practices like Ayurveda and Yoga have propounded the concept of mental and bodily wellness. Most of the ancient wellness concepts have largely focused on the basic needs of an individual within the need hierarchy, namely a focus on health, nutrition and relaxation. With the progress of time, wellness as a concept has taken up a multi-dimensional definition, encompassing the individual’s desire for social acceptance, exclusivity and collective welfare. Chiefly influenced by changes in society and in the lifestyles of individuals, this change has also been accelerated by extraneous factors like globalization and a great awareness of the need for wellness among individuals. The Indian wellness industry is divided into the following segments: • Beauty services and cosmetic products – Salons and beauty centers, Cosmetic treatments (invasive and non-

invasive) • Fitness Centers – Gyms, Health Clubs and Slimming centers • Nutrition – Health and wellness foods, Organic food etc. • Alternate therapy - Ayurveda, Homeopathy, Unani, Naturopathy etc. • Rejuvenation – Spas, Foot reflexology etc. Indian Fitness Market The fitness and slimming market in India is Rs.60 billion of which, 50% is the fitness services sector. The fitness services sector in India continues to be fragmented with a large number of players. Most leading fitness chains have grown aggressively and have doubled their number of centers. Expansion has been mostly driven by entry into Tier 2 and Tier 3 cities and towns. In order to attract new customers and retain interest levels, organized fitness service providers are looking beyond plain- vanilla services and adding new service offerings like pilates, spinning, and power yoga to boost revenues. Presently, the fitness industry is in its nascent stages. The industry is very fragmented with majority of the market being dominated by a large number of mom-and-pop gyms. Every club offers similar basic gym facilities and there is complete lack of product differentiation. The market also appears to have a shortage of talent, since qualified personal trainers, nutrition consultants and professional managers are scarce, which also contributes to the lack of differentiation. This high degree of fragmentation, lack of product differentiation, and customer price sensitivity result in prevalent price competition and low margins. Yet, on the other hand, awareness about fitness and a healthy lifestyle is growing; along with higher disposable incomes and a growing young population. This is largely under penetrated market with less than 5% penetration of the urban population. Organized players focus on below the line marketing to increase awareness about fitness among consumers. Source: PWC FICCI Wellness Report, September 2011; PWC FICCI Winds of change, August 2012, PWC FICCI Imperatives for growth August 2013 Growth Drivers for Fitness Industry in India: • Change in demographic profile

India has a population of around a billion which is growing at a rate of about 1.7%. In general, more people between the ages of 18-54 exercise. However, in India age group 20-44 can be mainly identified as prime market for fitness clubs. The proportion of people in the age group of 20-44 is projected to go up. The rising youth population becomes the prime users of the health clubs in India. Increase in young and working population coupled with increase in disposable income will have a positive effect on the industry with larger number of people enrolling for health related services and products. The desire to be fit, backed by increase

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in disposable income, will create more demand for niche fitness services like personal training, massage, spinning, aerobics etc.

Source: PWC FICCI Wellness Report, September 2011

• Increasing incidence of lifestyle diseases Significant changes in lifestyle related to lack of physical activity and increased consumption of fast foods among both affluent and working class population has led to the greater need for healthy lifestyles through sports, fitness centers and counseling on dietary habits. According to International Diabetic Federation (IDF)’s latest report released at the 20th annual World Diabetes Congress in Oct 2009, India leads the world in the number of people suffering from diabetes and by 2030 nearly 9 per cent of the country's population is likely to be affected from the disease. About 50.8 million people are now suffering from the looming epidemic of diabetes, followed by China with 43.2 million. IDF estimates that Type 2 diabetes constitutes about 85% to 95% of all diabetes cases in developed countries and accounts for an even higher percentage in developing countries. There is a huge emphasis on regular exercise to prevent obesity and diabetes. IDF estimates that up to 80% of type 2 diabetes is preventable by adopting a healthy diet and increased physical activity.

As per PWC FICCI Wellness Report the incidence of coronary heart disease in India by 2015 is expected to rise by 46% as compared to 2010 while cases for diabetes are expected to grow 32% as compared to 2010. Health clubs can play a vital role in taking preventive measures towards lifestyle diseases.

Source: PWC FICCI Wellness Report, September 2011

• Growing realization of a need for healthy lifestyle

Awareness in the country on diseases like diabetes is increasing. According to AC Nielsen’s Global Online Consumer Survey findings released in Feb 2009, 54 percent Indian respondents think they have issues with their weight. About 80% people said they exercise at least once a week. Going to a gym is second most preferred option for exercise after walking.

The findings of the survey are very encouraging. Indians are adopting various actions to reduce their weight. 79 percent respondents plan to exercise more, the second highest percentage for a country globally after New Zealand (86), that is planning to exercise more to lose weight. 69 percent of Indians are changing their diet plans to lose weight.

35%

18%17%

16%14%

Walking

Gym

Yoga/Pilates

Running/Jogging

Others

Forms of exercise preferred by Indians

Source: Nielsen survey Feb 2009

20%

22%36%

22% Never

1-2days a week

3-6days a week

Daily

Source: Nielsen survey Feb 2009

Frequency of exercise

Indian youth (in the age group 15 to 34 years) comprises over 34% of the total population. This is expected to cross over 400mn by 2015 and forms the core target group for wellness products and services.

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Increased awareness among the masses has opened a huge vista for the industry to expand. The demand for fitness related products and services will increase tremendously with more and more people becoming sensitive towards their health.

• Higher disposable income

India’s growing middle-class is fuelling demand for fitness.

Source: PWC FICCI Wellness Report, September 2011

Source: PWC FICCI Wellness Report, September 2011 This rapid increase in wealth can also be visibly seen in the several posh residential complexes that have emerged in the top few Indian cities like Mumbai, NCR, Chennai, Kolkata, Hyderabad, Bangalore and Pune. This segment of population provides an upscale market for fitness centers to offer not just the basic gym facility but also advanced value added activities like spas, steam/sauna bath, nutrition centers, aerobics, spinning studios and personal training program.

• Growing urbanisation is resulting in higher awareness levels.

o The urban population constituted 28% of total population in 2001, this is expected to increase to 37% in 2025.

o Increasing urbanisation has the dual impact of higher availability and awareness of wellness products as well as higher incidence of stress-related disorders and lifestyle diseases.

o This is driving growth in products and services in the enhancement and curative segments.

Source: PWC FICCI Wellness Report, September 2011 The urbanization, industrialization and economic liberalization have led to a rapid rise in the middle and upper class in Indian population. The steep rise in urban population will leave limited scope for open area physical activities leading to a sedentary lifestyle. Along with urbanization there has been regional development with smaller towns becoming mini-metro of India, which has led to an increased demand for fitness services.

Increase in discretionary spends is positive for the industry.

• Rising incomes are resulting in increasing discretionary expenditures.

• Aspirational products and services are finding many takers.

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Source: PWC FICCI Wellness Report, August, 2012

Key success factors for the Industry: Location, availability of quality gym equipment, range of add-on facilities, skills and experience of gym staff, membership pricing and club ambience are some of the key success factors in the industry. A fitness club taking care of all these factors can expand its membership base very rapidly. • Location: A dominant driver for gym selection is convenience of location. In fitness industry, a 15-minute

driving distance in metro cities is considered as the maximum anyone would travel for a gym. Hence, to target a particular locality, setting up a gym in near proximity is essential.

• Facilities: Gym equipment like cardio, strength and free weights from reputed suppliers are an integral part

of quality service offering. Additionally, basic facilities like separate area for warm up and free style exercise, locker rooms for customers and juice bars are necessary to create a differentiated product offering. Advanced facilities like aerobics, spas, spinning equipment, sauna bath, massage and personal training programs etc.can help attract more members as well as enhance revenues from existing members thus increasing profitability of the gyms.

• Quality Gym staff: The most important success factor in a service industry is the quality of the service staff. It

is essential that gym trainers are knowledgeable, experienced, have good communication skills and are soft-spoken. In absence of any accrediting body for gym trainers and instructors, a customer is quick to form his own perception of the service levels at a particular fitness club. The ability of the local club management to maintain the service quality levels has a major impact on a club’s success.

• Viral Marketing: In a locality with more than one gym, most people make a decision of which gym to join

based on word of mouth recommendations by existing members who could be friends/families/acquaintances. Additionally, fitness industry has a very peculiar characteristic that enrolment often happens in groups of two or more, which could be either friends or relatives. Thus, service quality offered to existing members has a direct and major impact on future potential of garnering more memberships.

• Price: Customers tend to look for best price and quality proposition. Typically, a young person in his early

twenties would be ready to pay about Rs.12,000 p.a. while customers in the 30s and 40s would be ready to try the advanced facilities in a gym which would cost an additional Rs.2,000-10,000.

Challenges for the Health & Fitness Industry: • Lack of Standardization

The industry does not have established standards for the infrastructure facilities, trainer’s qualification, quality of services, type of equipment etc. There are no accreditation agencies in India for regulating the quality of service offerings being offered. Thus, the unorganized sector suffers from this customer perception of variable standards in service offering.

• Lack of Accredited Training Institutes

Tier 2, Tier 3 cities offers a huge opportunity due to urbanization, rising income and awareness in these cities

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Industry is facing a shortage of properly trained and skilled professionals. There is no ready pool of trained staff available. This is a critical problem area in a service industry which relies on knowledge, expertise and good soft-spoken skills of the gym staff.

• High cost of Equipment

India does not have quality equipment manufacturers. The duty structure on the imported gym equipment inflates the cost, which leads to higher service cost for the members. Thus, majority of the industry comprising of the unorganized gyms are not able to provide such world-class equipment.

• High real estate rentals/prices

Real estate rentals/prices are increasing significantly, which makes it difficult to find a suitable location for the health club. This prevents a new entrant from ramping up and gaining scale very rapidly.

• Lack of Government focus

Unlike in most developed countries, the sector doesn't have an industry status in India. There are no tax deductions for fitness center memberships in India. However, in some developed nations, the fitness center membership is tax-deductible. Other nations such as the US are lobbying for it. Indian government doesn’t make a substantial allocation for investing in the preventive health of the people unlike in most developed countries where government sets community fitness centers, parks & recreational areas for physical activity.

Interesting Industry Trends: • Emerging Health clubs formats: Some players are planning to set up ‘only for women’ fitness centers. The

concept of health clubs at the doorstep is also emerging. These clubs are located either in the residence or in the residential complex of the member. Fitness centers have also started renting the equipment and providing them personal trainers. The organized players are also experimenting with opening gyms in high footfall locations like a high street or a shopping/entertainment mall.

• Focus on Corporate Sector: Some chains are also targeting the fitness needs of big corporate. Smaller

corporates with fewer employees generally opt for corporate membership at the local health club, whereas larger corporates opt for an on-campus fitness center, managed either by the professional gym staff or by the corporate client.

• Peer influence: Fitness has become a fashion statement. Celebrities and sportsmen have played a vital role in

creating awareness for a strong beautiful body and overall a healthier India. A larger audience is aspiring to be fit and identical of their role model- thus generating demand for more health clubs in the nation. Another trend which has picked up in recent times is competing on the physical fitness front with peers. This is creating a need for more niche fitness services and demand for personal training.

Other factors: Poor health & fitness conditions of the general public at large, combined with a heightened national emphasis on daily exercise for good fitness have been key contributors to high health club penetration rates in several countries. To give an idea, anti-diabetic medications form a whopping US$21bn pa market globally. Daily exercise and healthy diet can substantially bring down this healthcare spends. Lifestyle related diseases are restricted not just to the developed markets. Even developing nations face a mounting risk of large number of people suffering from diseases like diabetes. For instance among the BRIC nations, China is staring at a massive accumulated income losses of USD 558bn for 2005-15.

Country Estimated income loss - 2005 (USD bn)

Estimated income loss - 2015 (USD bn)

Accumulated loss 2005-15 (in 2005 value) (USD bn)

China 18.3 131.8 557.7 Russia 11.1 66.4 303.2 India 8.7 54 236.6 Brazil 2.7 9.3 49.2 Source: World Health Organisation, World Economic Forum

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Although diabetes per se is not the highest contributor to healthcare spends around the world, it is important, since it can lead secondarily to several of the other lifestyle diseases, including coronary artery disease. The concern of the Chinese population to these statistics already reflects in its membership penetration rates. Interestingly, India is following a similar trajectory in potential income losses due to unhealthy lifestyle. Yet, Indian penetration rates are lower than even the Asia-Pacific average. Total membership in India is only 0.41 million members compared to 3.5million in China. As the realization mounts on Indian population of the various healthcare related costs, more people are expected to enroll into a fitness club and the penetration rates would thus inch up. The organized players in India are set to grab major share of the expanding market with their focus on product differentiation, qualified personal trainers and professional managers. VI. BRIEF HISTORY OF ISSUER SINCE INCORPORATION, DETAILS OF ACTIVITIES INCLUDING ANY

REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS

OUR BUSINESS: We are one of the largest fitness chains in India offering a diverse suite of services in fitness 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. 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 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 Talwalkars Group and the Gawande Group with the object of developing “Talwalkars” brand as a leader in gyms. Through the industry expertise and guidance of our promoter directors namely, Madhukar Talwalkar, Girish Talwalkar, Prashant Talwalkar, Vinayak Gawande, Anant Gawande and HarshaBhatkal, we have enhanced our brand equity and pan-India presence. As on 31st December, 2016, there are 198 Fitness Centers operating under our Company in 85 cities across India and Sri-Lanka serving over 180,000 members. These 198 Fitness Centers comprise of 123 gyms owned and operated by us, 32 gyms owned and operated by our Subsidiaries and Associates, 18 franchisees gyms and 25 HiFi. We are rolling out gyms under the brand “Healthy India Fit India” (“HiFi”) since we believe that there is a lot of potential for an affordable gym facility in Tier 3 and Tier 4 cities and some congested pockets in larger cities. The HiFi gyms in smaller formats is aimed to enable us enter into Tier 3/Tier 4 cities where the full service “Talwalkars” brand is not present, as well as selectively rollout this format in Metro and Tier 1/Tier 2 cities to further enhance our existing presence. We constantly strive to offer innovative fitness solutions and in this pursuit we have widened our offerings in fitness. After setting up the hub and spoke model for Talwalkars gyms and rolling out HiFi gyms, we have undertaken further initiatives in the areas of health and fitness. As on 31st December, 2016, we have introduced Reduce program in over 100 gyms. As on date of this Placement Document we have 56 products in our Reduce weight loss program. In FY15, we have introduced Transform, a new combination package bringing together NuForm and Reduce. A brilliant and effective platform to speedy transformation, this package perfectly blends together weight loss and muscle toning to deliver overall fitness. Transform is a unique weight loss and fitness model, uniting the benefits of weight training and calorie burning. It affords the member luxury of time and convenience. NuForm and Reduce effortlessly complement each other by restricting unwanted calorie intake and burning of calories through and active form of exercise, equivalent to 4-5 days of gym workouts. Following this routine increases the metabolism rate consequently facilitating body toning and weight loss. Transform is currently available in 43 fitness centers and also is provided as an online service. In our pursuit to become a holistic fitness player we are broadening our scope of fitness solutions to our customers, be it in the form of gymming, dietary counseling, PEP training, aerobics, spas, NuForm, Reduce, Transform, Zumba , Zorba – the yoga etc. This has distinguished us as a market leader with a strong brand to

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provide health and fitness solutions to all categories of customers across all borders of age and gender. We have demonstrated a consistent growth in our business and profitability. We have doubled the number of our gyms and the number of members we serve over the last four years. Our Income from Operations (Net) on a standalone basis grew at a 3 year CAGR (FY14- FY16) of 19.32% achieving Rs.2292.24 million during Fiscal 2016. Similarly, our EBITDA and Profits after Tax on a standalone basis for the year ended March 31, 2016, were Rs.1350.26 million and Rs.533.92 million respectively, growing at a 3 year CAGR (FY14- FY16) of 29.41% and 26.43% respectively. Our Income from Operations (Net) on a consolidated basis grew at 15.86% on y-o-y basis achieving Rs.2513.71 million during Fiscal 2016 as compared to Rs.2256.55 million in Fiscal 2015. Similarly, our EBITDA and Profits After Tax after minority for the year ended March 31, 2016, on a consolidated basis were Rs.1435.36 million and Rs.550.20 million respectively, representing a y-o-y growth of 23.71% and 22.63% respectively. Our Competitive Strengths: We believe that the following are our principal competitive strengths which have contributed to our current position in the industry: Brand Equity Brand “Talwalkars” relates to the concept of gym in India. Late Mr. Vishnu Talwalkar, father of one of our promoters, Mr. Madhukar Talwalkar, had set up his first gym way back in 1932. Our Company owns this brand as its registered trade name since the year 2005. We believe the long existence of our brand and the strength of our brand equity enables us to stay ahead of the competition. Today, we are one of the largest fitness chains in India. Our brand “Talwalkars” is known for consistent, standardized and quality offerings and has a good brand recall which helps in breaking the competitive clutter within the industry. Market Leadership We are one of the largest fitness chains in India and Sri Lanka. We have grown rapidly since our inception and, as on December 31, 2016 we have 198 Fitness Centers in 85 cities across India and Srilanka over 180,000 members. Our Company has its roots in the vision of our Promoter, Mr. MadhukarTalwalkar, who is associated with this industry for nearly five decades. Being a pioneer in the health and fitness industry, we enjoy a significant lead over our competitors. We believe that the above factors demonstrate our industry leading position which we can capitalize on to attract potential members and grow our revenues. Pan India Presence In a fragmented health and fitness industry, where the demand for quality services is high while the supply is largely unorganized (primarily from single city operators) and non-standardized, we benefit immensely due to our pan India presence. Our Company has been able to achieve a country wide footprint, which we believe may be very difficult to replicate. We are currently present in 85 cities across India and Sri-Lanka. And we believe our continuous expansion plans through Talwalkars and further through HiFi, Zorba, Reduce, PWG, TalwalkarsInshape and NuForm brands will further enhance our brand visibility across the length and breadth of India and Sri Lanka. Diverse Service Offerings Over the years of our existence we have dominated and led the gymming business in India. In the process we have widened the fitness concepts into areas beyond gyms. We constantly innovate our offerings viz., we have spa facilities in 14 of our gyms, massage in 81 centers, free floor space for Group X activities in 60 of our gyms. Additionally, we provide personal training program with dieticians working on weight management program, specialized fitness training programs and diet counseling. In our pursuit to become a holistic fitness player we are broadening our scope of fitness solutions to our customers, be it in the form of gymming, dietary counseling, PEP training, aerobics, spas, NuForm, Reduce and Zorba (yoga). This has distinguished us as a market leader with a strong brand to provide health and fitness solutions to all categories of customers across all borders of age and gender. Standardized and Quality Offering In an unorganized and fragmented service industry with a large untapped demand, we provide quality service consistently across all our locations. One of the key investments in a gym is the fitness equipment. We maintain high quality standards by procuring our equipment from reputed international manufacturers, viz., Precor

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Incorporated and Johnson Health Tech Co. Limited from the USA for cardio and strength equipments; Rebar Investments Holding Limited from China for free weights; and Hoist Fitness Systems from USA for strength equipments, etc. Several key issues such as flooring, air conditioners, generator back up, wet area designs, etc. are benchmarked to a model gym and quality guidelines followed. We buy all these balance equipment from reputed companies like Daikin and Toshiba (for Air Conditioners), Powerica (for Generator Sets), etc. Besides, we have a residential training academy at Thane where we offer a 4-6 weeks induction training period for our trainers. This ensures that all the gym staff is trained to offer the same kind of services across all our locations. We believe that this “consistency” factor in providing quality service gives us a substantial edge in this competitive and unorganized market. The Company now has a dedicated team to provide periodic training to each gym across its centers in South Asia via online and onsite training. This will reduce the cost utility of Training Academy. Proven Track Record Over the last ten years of our existence we have consistently grown the number of gyms we operate to reach 198 Fitness Centers as on December 31, 2016. In fact, we have increased from 112 fitness centers in FY 2012 to 198 fitness centers in December 2016. By achieving this level of growth we have proved our expertise to enhance our presence and our ability to continue growing further from here, broadening our member base and revenues. Promoters’ experience and expertise We have an experienced promoter director team steering our Company. The Talwalkars Group has several decades of experience in the health and fitness industry. Mr. Madhukar Talwalkar has nearly 50 years of experience in operating a gym. He was the founder President of Greater Bombay Body Builders Association and is the current President of Maharashtra State Body Builders Federation. Similarly, Mr. Girish Talwalkar and Mr. Prashant Talwalkar both have also been associated with this industry for the last several years. The Gawande Group has vast experience in several areas of business including finance, marketing and legal. Our Company draws on this healthy blend of expertise to manage the challenges of growth effectively. Our Business Strategies: We intend to pursue the following strategies in order to consolidate our position and grow further:

Geographic Spread and Penetration We continuously explore attractive business opportunities in potential locations in pursuit of enhancing our geographic spread. We intend to increase our penetration in the country by setting up new gyms in cities where we already have presence, as also entering into new areas in the country. We believe there is a potential for growth in Tier 2, 3 and 4 towns. We have expanded our reach to several Tier 1 and Tier 2 cities and will continue entering newer markets to tap the opportunity strategically fit for us. In Fiscal 2012 we launched our small format HiFi gyms to tap the vast opportunity in Tier 3 and Tier 4 cities as well as to selectively rollout in Metro and Tier 1/Tier 2 cities to further enhance our existing presence. Affordability factor of a HiFi gym membership would benefit us from this market opportunity. Our strategy lies in achieving a distinct size and scale, covering the entire length and breadth of the country.

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Location Entry Strategy We have followed multiple market entry strategies to enhance our presence in the country, i.e. either directly, or through our Subsidiaries, or through franchisee route. There are 123 gyms which are owned and managed by our Company, 32 are operated through our Subsidiaries and associates, 18 are operate as franchisees & licensed gyms and 25 operate as HiFi gyms. Our preferred strategy is to enter a new market on our own, however, we are also constantly in lookout for partnering with strong local players in cities where we do not have presence. For instance, for our HiFi gyms, we are taking franchisee route. Hub & Spoke will continue to remain a strategy to enter newer locations and deepen our presence across India. We believe in having a nimble attitude in our gym rollout strategy to ensure profitability of both owned as well as franchised route. In fiscal FY16 the Company has acquired a stake in ‘Power World Gyms Limited’, a public limited company incorporated under the Companies Act No. 07 of 2007 on 18 June 2012 vide registration no. PB 5040 in Colombo, Sri Lanka and registered with Registrar General of Companies, Colombo, Sri Lanka. Secondly, the Company has completed the acquisition of 51% stake in Inshape Health and Fitnez Private Limited and 49.5% stake in Power World Gym Ltd. Further, the company announced 50% stake in Chennai-based yoga studios chain, Zorba- A Renaissance Studio. This acquisition will enable the inclusion of yoga services to the existing portfolio, benefiting members and generating incremental revenues. Zorba also offers specialized courses in healing ailments for certain diseases like asthama, diabetes, tantric meditation, weight loss, stress management and personality development. Continuous Broadening of Service Offerings We believe in keeping pace with current trends and overall customer satisfaction allowing us to attract more number of members and to increase revenue potential and retain existing members. In the FY15, we introduced Transform, new combination package bringing together NuForm and Reduce.A brilliant and effective platform to speedy transformation, this package perfectly blends together weight loss and muscle toning to deliver overall fitness. It is one of our core growth strategies to continue to innovate and explore opportunities to broaden our service offerings within the ambit of fitness industry. In the fiscal FY16, the company announced 50% stake in Chennai-based yoga studios chain, Zorba- A Renaissance Studio. This acquisition will enable the inclusion of yoga services to the existing portfolio, benefiting members and generating incremental revenues. Zorba provides a comprehensive suite of six courses and eight alternative therapies – including hot yoga, pre and post natal yoga, aerial yoga, Zumba and dance fitness , aqua yoga and divinatory therapies –employing holistic approach to get to the cause of ailments. Zorba also offers specialized courses in healing ailments for certain diseases like asthama, diabetes, tantric meditation, weight loss, stress management and personality development. Our Business: We are one of the largest fitness chains in India and Sri-Lanka offering a diverse suite of services including gyms, spas, aerobics, yoga 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. As on December 31, 2016, we have 198 Fitness Centers in 85 cities across India and Sri-Lanka serving over 180,000 members. Out of the 198 Fitness Centers, 123 gyms are owned and managed by our Company, 32 are operated through our Subsidiaries and Associates, 18 are operated through our franchisees and 25 operate as HiFi gyms which are managed by our Promoter Group Entities (Mr. Madhukar Talwalkar, Mr. Girish Talwalkar, Mr. Prashant Talwalkar through their entities i.e. M/s Talwalkars (two gyms), M/s Talwalkars Health Complex (one gym), M/s Talwalkars Health and Leisure (two gyms), M/s Talwalkars Health Club (one gyms), M/s Life Fitness Private Limited (four gyms). These 6 gyms are spread in Mumbai. The Company has acquired business of ‘Power World Gyms Limited’, a public limited company incorporated under the Companies Act No. 07 of 2007 on 18 June 2012 vide registration no. PB 5040 in Colombo, Sri Lanka and registered with Registrar General of Companies, Colombo, Sri Lanka.

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Secondly, the Company has completed the acquisition of 51% stake in Inshape Health and Fitnez Private Limited and 49.5% stake in Power World Gym Ltd. Further, the company announced 50% stake in Chennai-based yoga studios chain, Zorba- A Renaissance Studio. This acquisition will enable the inclusion of yoga services to the existing portfolio, benefiting members and generating incremental revenues. Zorba also offers specialized courses in healing ailments for certain diseases like asthama, diabetes, tantric meditation, weight loss, stress management and personality development. Our Service Offerings: We constantly work towards broadening our horizon of offerings across the spectrum of a Fitness industry. In the recent past, we have added services, viz.,Transform, NuForm , Zumba® program and Reduce in our portfolio of offerings in our pursuit to transform from a Gym player to a Fitness player.

TRANSFORMING FROM A GYM PLAYER TO A FITNESS PLAYER

GYM: PEP Training: We have consistently gone through research and improvisation to design health programs that target specific requirements of our members to help them achieve the desired results. Our teams of experts analyze, formulate and customize the required programs for our members accordingly.PEP is for those members who require individual attention as well as workout on specialized equipment. We have a team of trained personal trainers who can cater to personal training regimes of different individuals. A personal trainer is assigned to each member who enrolls for this program who monitors the specific member and keeps them motivated and also encourages such member to achieve the desired results. The one-to-one attention given by the trainer creates a rapport between the member and the trainer enabling the trainer to understand each member's requirements, limits and potential. Nutrition Center: The Nutrition Center is an inherent part of our gyms. Under Nutrition Centers we offer specialized programs like Kiloburners, weight loss, weight maintenance and weight gain programs. Each of our Fitness Centers has 2-4 qualified dieticians working in shifts. These dieticians not only cater to overweight, obese, and underweight cases, but also prescribe diets to customers with various health conditions such as diabetes, heart diseases, hypertension, hypercholesterolemia, gout, etc. Dieticians, by way of diet counseling, effective diet planning and weight monitoring, motivate our customers and guide them towards achieving their weight management goals. - Weight Loss and Maintenance Program

Talwalkars Nutrition Center provides a simple and effective way to lose weight, which includes daily diet counseling, gym, steam/sauna, etc. We offer two different programs i.e. a weight loss program, which targets at losing the undesired weight and a weight maintenance program which helps to maintain the weight. The

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weight loss program ranges from the 5 kgs - 1 month plan to the 30 kgs - 8 month plan. These programs are recommended and offered to the customers only after a careful study of each customer’s medical history. In addition to this, our Company also offers a focused weight loss and weight maintenance program under a brand called Kiloburner in some of its gyms.

- Weight Gain Program

This program is for our customers who are underweight and desire to gain weight and achieve a healthy body along with a good figure or physique. The program also includes diet counseling, natural high protein power packed food supplement, massage and steam/sauna. The Nutrition Center not only brings the customer in shape but also reforms their eating patterns and changes one’s attitude towards a healthy diet.

Other Value Added Services: We offer other value added services at our Fitness Centers, details of which are provided below: Spa / Massage facility In the spas at some of our gyms, we offer therapeutic facilities and beauty correctional treatments. Additionally, we offer a variety of passive fitness regimes through ayurveda, body touch, face touch and hair touch. Our skilled masseurs are also trained in giving head and face massage as well as aroma therapy sessions to make our customers feel revitalized and rejuvenated physically and mentally. A massage stimulates and peps up the entire nervous system, improves blood circulation and rejuvenates tired and aging skin. It also has an invigorating effect on the digestive system leading to better digestion and absorption. Aerobics Aerobics is a form of physical exercise which combines dance with stretching and strengthening exercise routines. Aerobics is a moderate exercise routines which, if performed for extended periods of time, increases one's heart and breathing rates. It confers many health benefits such as building stamina and flexibility, apart from burning calories very effectively. We also provide low impact aerobics, bench workout, circuit training, interval training and cross training. Spinning Spinning classes are conducted in our fitness studios, with appropriate music and lighting settings to create an energized atmosphere. The instructors guide the customers through different workout phases such as warm-up, steady up-tempo cadences, sprints, climbs and cool-downs. Spinning is a relatively recent phenomenon, where participants take part in group workouts on exercise bikes and each session typically lasts between 30 to 75 minutes. Yoga In the fiscal FY16, the company announced 50% stake in Chennai-based yoga studios chain, Zorba- A Renaissance Studio. This acquisition will enable the inclusion of yoga services to the existing portfolio, benefiting members and generating incremental revenues. Zorba provides a comprehensive suite of six courses and eight alternative therapies – including hot yoga, pre and post natal yoga, aerial yoga, Zumba and dance fitness , aqua yoga and divinatory therapies –employing holistic approach to get to the cause of ailments. Zorba also offers specialized courses in healing ailments for certain diseases like asthama, diabetes, tantric meditation, weight loss, stress management and personality development. Dance Inspired Fitness Program We are offering Zumba, a dance inspired fitness program at some of our Fitness Centers to our members through trainers who are certified by Zumba Fitness, LLC. This program is a muscle strengthening, full-body cardio, body toning, and stress relieving fitness dance style. A typical session of about one hour of this program burns 500 – 1000 calories and uses music from hip hop, soca, samba, salsa, merengue, mambo, bollywood dance, belly dance and many more and also includes squats and lunges. NuForm As on December 31, 2016, we have NuForm in 43 fitness centers using the EMS for workouts. EMS technology works on electrical impulses which targets deeper muscles resulting in improving BMR, muscle formation and strengthening and weight loss. This machine assisted dynamic form of activity not only helps to strengthen and

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tone muscles but leads to a long term exercise habit. In EMS method of working out all muscle groups are targeted at the same time thus reducing the amount of time spent on the workout. EMS method of work out trains the muscles in 20 minutes, just once a week. In addition, it gives the member a great mind-body connection, training both muscular system and establishing a better neural connection to muscle fiber. Unlike gymming, in NuForm a customer has to work out only 20 minutes a week to get the same level of workout. NuForm has helped us to target those customers who do not have enough time to work out in a gym or those who have health and aging related issues. The staff for NuForm is trained for four weeks in our training academy for both operational as well as soft skills required for handling our customers. Reduce “Reduce” is a personalized weight loss program using diet meals, which tackle weight issue without having to starve, do strenuous workout or spend time on cooking low calorie meals. It is a special weight reduction program through controlled diet. This program aims at providing an easy way to reduce weight without compromising on health. As a part of the program we provide personal counseling sessions with our dietitians and accordingly low calorie and high fiber based food products are recommended and provided to the customers in their daily meal plans. These diet meals are provided to the customers after carefully planning the daily menu for each customer keeping in mind medical history and requirements. Our dieticians customize a daily diet plan which targets to fuel the body with required nutrients and at the same time also reducing ones cravings and keep hunger away, thereby, resulting in an effective weight loss. Our products under the Reduce program are currently available to both our members and non members through our Fitness Centers. As on December 31, 2016, we offer the Reduce weight loss program in over 100 of our Fitness Centers and offer 56 products under this program.We are evaluating other alternatives to market this brand through several channels including kiosks and other retail formats. There is currently a spurt in products and services being purchased online and there is growing acceptance of the same. To benefit from this, we also provide Reduce online through our website. In this manner, the Talwalkars brand can be experienced even in areas where our Company presently does not have a Fitness Center. Transform Transform is a unique combination of weight loss and fitness model, uniting the benefits of weight training and calorie burning. It is an effective platform that blends together weight loss and muscle toning to deliver overall fitness. This package provides our members luxury of time and convenience. NuForm and Reduce effortlessly complement each other by restricting unwanted calorie intake and burning of calories through an active form of exercise, equivalent to 4-5 days of gym workouts. This combination increases the metabolism rate consequently facilitating body toning and weight loss. Our Company has introduced “Transform” in 43 Fitness Centers. Based on the response Transform has received, we would like to roll this out nationally in the coming year through the existing Fitness Center network. This would mean investment in consulting rooms, separate rooms for NuForm routines as well as also in advertising and promotion to take the brand national. Talwalkars Club In 2012, we had entered into an agreement with David Lloyd Leisure Limited for consulting, execution, management and operations of leisure and sports clubs in India. Our Company has made progress with its plan to set up a leisure club by acquiring land for opening our first club in Pune and plans for construction already drawn up. Our Company sees the leisure club business as a great opportunity in many of the markets in India due to a large gap between demand and supply and therefore, has plans to set up several such clubs in different cities over the next few years. Our Company expects this to be of the highest international standards and intends to tie up or work with leading international companies to ensure the same. On June 09, 2015, our Company announced it’s intention, subject to formal documentation and necessary statutory approvals, to create a 50:50 joint venture with David Lloyd Leisure Limited for establishing and managing leisure clubs in India.

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Others We offer to our members a functional training program using TRX suspension equipments that leverages gravity and body weight to perform several exercises. Kettle Bell, another offering of our Company, combines the benefits of dumbbells training with high intensity cardio work out.

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Different Formats of our Fitness Centers: We operate our Fitness Centers under different formats viz., the full service gyms rolled out under the Talwalkars brand either with our 100% ownership or through our Subsidiaries or through franchisees,PWG and HiFi gyms for deeper penetration, faster rollouts and capital efficiency. Below is a summary of our Fitness Centers Rollout Strategy:

As on date , the Company has a right to buy out gyms operated through its Subsidiaries and 5 of our franchisee gyms; Talwalkars Fitness Center Our Talwalkars Fitness Center typically occupies an average area of about 5,000 sq ft. It is typically divided into sections such as a gym hall consisting of cardio facility, free weights, physical training, massage, steam/sauna, nutritional counseling, changing rooms with locker facility. The targets for such Fitness Centers are Metros, Tier 1 and Tier 2 cities. The entire capex for this concept is borne by our Company. We have grown diametrically through this format with focus and control on quality maintenance and training. In certain geographies where we want to mark our presence and have immediate access, we partner with a local franchisee or set up gyms through a subsidiary. For gyms with this format, the capex is shared and we receive an incremental royalty for the management of the gyms and brand usage. This can help us enhance our EBITDA margins and increase RoCE. We also reserve the right to buy our gyms operated through our Subsidiaries and 5 of our franchisee gyms. HiFi Gyms Unlike a full service Talwalkars Fitness Center, a HiFi gym would typically be of smaller format, with an average area of about 2,500 sq. ft. A HiFi gym will have all the key facilities of a full service gym including imported fitness equipments, well trained personal trainers, air-conditioning, and generator back up and quality ambience. A HiFi gym format enables us to penetrate Tier 3 cities and some congested pockets in larger cities, depending on location and space availability. Considering these being franchised small format gyms, we do not incur any capex like the usual capex of Gym. We collect an upfront fee and an annual royalty payment as an agreed share of these Gyms’ revenues. With no capex and only franchisee income we aim to improve our RoCE. While it takes 14-16 weeks to setup a Talwalkars gym, a HiFi gym would typically be rolled out in 8-10 weeks from the time a gym location is finalized. Premium Fitness Centers

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As on 31 December, 2016 ,we have 8 premium centers . Such premium Fitness Centers are typically in larger formats with area ranging from 6,000 sq. ft. to 12,000 sq. ft. and would provide special services like Wi-Fi, juice bars, coffee shops, valet parking, merchandised products, etc. Power World Gyms We have recently acquired 49.5% stake in the Sri-Lankan gym chain Power World Gyms. These gyms would typically with an average area of 3750-4000 sq.ft. Currently there are 20 gyms in Columbo, Sri Lanka. The PWG format helps us to penetrate in the Metro ,Tier1, Tier 2 segment to target the lower income areas. It takes about 11-12 weeks for a PWG gym to roll out from the tima a gym location is finalized. Gym Rollout Strategy:

Gym Rollout Activity Flowchart: Setting up a full-service gym is a two phase process. The planning phase involves finalizing of the site location. Once this is done, it typically takes 14-16 weeks for setting up the gym.

Planning Phase

A1

A2

City and region/area identification for the proposed gym Feasibility study based on critical parameters

Site identification in the chosen city region Preparation of Business Plan – Revenue projections, Costing (lease rent, physical infrastructure etc.)

i i l

Gym Rollout Flowchart - Planning Phase

A1

A2

City and region/area identification for the proposed gym Feasibility study based on critical parameters

Site identification in the chosen city region Preparation of Business Plan – Revenue projections, Costing (lease rent, physical infrastructure etc.)In-principle management consent

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Planning phase involves identifying the city/town and shortlisting of a locality within the city for the proposed gym. A few critical parameters like income distribution, population density and demographic profile of the local area are studied. After a detailed feasibility study, the site in the chosen area is identified. Estimates of various revenue and cost items like lease rents for the premise, market demand, etc are made. A business plan capturing revenue, cost projections, breakeven time, etc. is submitted to the management for discussion. If the project looks viable, management gives an in-principle approval and the execution phase begins. Execution Phase From the point the management gives an “in-principle approval” for the site, it usually takes 14-16 weeks to set up a gym.

Stage 1: Execution phase begins with a few critical actions initially. A detailed due diligence is done on the identified site. Clear title and permissions/conformance with various local laws for conducting business is verified. Terms and conditions of the lease agreement are negotiated. After the management gives a final consent, lease agreement is signed and deposit payment is made. Stage 2: Several processes occur simultaneously at this stage: An Architect is appointed who finalizes the designs for the club layout. Contractors for job work are appointed after evaluating quotations from few vendors. Sourcing of Equipment: Orders are placed for gym equipment like cardio, strength and free weights. We source gym equipment from reputed international manufactures like Precor Incorporated, Hoist Fitness Systems, Johnson Health Tech Co Limited, Rebar Investments Holding Limited ensuring quality of international standards. Process of receiving utility connections is initiated. Stage 3: Typical expected time for shipping of equipment and completion of construction is about 7-8 weeks. Towards the end of this period, other accessories like balance of gym equipment, generators, air conditioners etc are also ordered. Recruitment and Training and Promotional Activities are two most important activities in this stage. Recruitment and Training: Recruitment and Training for a new gym is about six week process. All new recruits undergo intense six week training at our residential academy in Thane. A gym would typically have general trainers as well as operational staff like branch manager and accountants. Our Company recruits local people for its trainers and operational staff requirements and train them before employing them in the gym. Apart from this, a gym can have several experts including cardio trainer, personal trainer, dietician, fitness expert, masseur, aerobics instructor, spa therapist and yoga trainer. Our gyms are usually open from 6am to 10pm. Trainers and fitness experts are employed in two shifts. Branch managers and other operational staff work on an 8 am to 6 pm shift. The total staff requirement for a gym can vary from 35-40 people. Promotional Activity: Launch related promotional activities begin in this period. Awareness about the gym launch in the neighborhood is built through various media like newspaper inserts and poster/banners.

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Once the above activities are completed, it is ensured that all the relevant business licenses according to the local by-laws are in place. Gym equipment are installed and tested for smooth operating conditions before the gym is open for rendering services. Geographic Spread and Penetration: We have grown rapidly since our inception and, as on December 31 , 2016, we have 198 Fitness Centers in 85 cities across India and Sri-Lanka serving over 180,000 members. The detailed breakup of our presence is as given below: Tier-wise distribution in India Region-wise presence in India

We believe that there is considerable pent-up demand in Metros and Tier 1 cities and we continuously try to tap this lucrative business opportunity through our full-service Talwalkars gyms. We will also penetrate aggressively into Tier 2/Tier 3 cities and select city suburbs through HiFi gyms to expand our network and make quality fitness affordable in these areas. Today, we have covered the length and breadth of India and Sri Lanka and this reflects in as set out in the map below:

5%

37% 22%

36%

East West North South

40%

34%

25%

Tier I Tier II Tier III

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*as on December 31, 2016; Note: Cities highlighted in bold (red) have more than 1 gym; above Map is not to scale and not intended to mean political map of India and Sri Lanka. Our proven success in all the locations where we have presence has further strengthened our belief that we should replicate our business model and take our fitness centers to other cities in India. We believe that the strength of our brand coupled with our quality facilities offered at the right price point would help us penetrate into markets newer to us and we are in a position to implement our Hub & Spoke model to its complete advantage. Proven Track Record The execution cycle of a gym comprises of several activities in close coordination. Negotiation with architects, contractors, equipment suppliers, etc is conducted almost on a simultaneous basis. Recruitment, training, promotional activities, etc, follow in constricted timelines. Speed and execution capabilities are of utmost essence in executing several gyms at the same time. Our management team has consistently proven its superior execution track record, which is evident from the number of gyms that we have rolled out in the past couple of years. The following charts exhibits our growth track record of our gyms: Gym rollout – Track Record* *as on December 31, 2016

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*net additions; adjusting for closure of 1 gym located inPune,1 gym in Delhi and 8 Nuform Studios in FY13, FY15 and FY16 respectively. As on December 31, 2016, the Company has a total of 198 Fitness Centers. Out of the 198 Fitness Centers, 123 gyms are owned and managed by our Company, 32 are operated through our Subsidiaries and Associates, 18 are operated through our franchisees and 25 operate as HiFi gyms. Statistics #as on December 31, 2016

Zones in India No. of Gyms# North 40 East 9 West 65 South 64

Grand Total 178

Sr. No.

States in India No. of Gyms Sr. No.

States in India No. of Gyms

1 Andhra Pradesh 7 12 Madhya Pradesh 7 2 Assam 1 13 Maharashtra 52 3 Bihar 1 14 Orrisa 1 4 Chattisgarh 3 15 Pondicherry 1 5 Delhi 1 16 Punjab 4 6 Goa 1 17 Rajasthan 11 7 Gujarat 12 18 Tamil Nadu 15 8 Haryana 2 19 Telangana 8 9 Jharkhand 2 20 Uttar Pradesh 11 10 Karnataka 29 21 Uttaranchal 1 11 Kerala 4 22 West Bengal 4

Grand Total 178 20 gyms of Power World Gym in Columbo, Sri Lanka.

63 94

115 135 149 150

176 31

21

20 14

1 26

22

FY11 FY12 FY13 FY14 FY15 FY16 FY17*

Additions* Start of the year

94

115

135 149 150

176

198

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Ownership Wise No of Gyms Owned 123

Subsidiaries and Associates 32 Franchise 18

HiFi 25 Grand Total 198

Sr. No. City No. of

Gyms Sr. No.

City No. of Gyms

Sr. No.

City No. of Gyms

1 Agra 1 30 Ghaziabad 1 59 Nagpur 2 2 Ahmedabad 5 31 Goa 1 60 Nanded 1 3 Ahmednagar 1 32 Guntur 1 61 Nashik 1 4 Ajmer 2 33 Guwahati 1 62 Nasik 1 5 Aligarh 1 34 Gwalior 1 63 NCR 1 6 Allahabad 1 35 Hubli 1 64 Nellore 1 7 Ambala 1 36 Hyderabad 7 65 Noida 1 8 Amritsar 1 37 Ichalkaranji 1 66 Panchkula 1 9 Anand 1 38 Indore 3 67 Pallakad 1

10 Aurangabad 1 39 Jabalpur 1 68 Patna 1 11 Bangalore 25 40 Jaipur 6 69 Pondicherry 1 12 Baraeily 1 41 Jalandhar 1 70 Pune 12 13 Beed 1 42 Jalgaon 1 71 Raipur 1 14 Belgaum 1 43 Jamnagar 1 72 Rajkot 1 15 Bhavnagar 1 44 Jamshedpur 1 73 Rajmundhry 1 16 Bhilai 1 45 Jodhpur 1 74 Ranchi 1 17 Bhimavaram 1 46 Kakinada 1 75 Sangli 1 18 Bhopal 1 47 Kolhapur 1 76 Secunderabad 1 19 Bhubhaneshwar 1 48 Kolkata 4 77 Solapur 1 20 Bilaspur 1 49 Kota 1 78 Surat 1 21 Calicut 1 50 Latur 1 79 Trichi 1 22 Chennai 6 51 Lucknow 2 80 Trivandrum 1 23 Cochin 1 52 Ludhiana 1 81 Udaipur 1 24 Coimbatore 1 53 Madurai 1 82 Ujjain 1 25 Columbo 20 54 Mangalore 1 83 Varanasi 1

26 Dahanu 1 55 Meerut 1 84 Vijaywada 1 27 Dehradoon 1 56 Moradabad 1 85 Vizag 1

28 Faridabad 1 57 Mumbai 26 29 Gandhinagar 1 58 Mysore 1

Grand Total 198 Other Initiatives: Talwalkars Training The Company has a dedicated team to provide periodic training to each gym across its centers in South Asia via online and onsite training. Corporate Segment We have started focusing on tapping the revenue potential from the corporate segment recently. Many corporate are increasingly focusing on ensuring general wellness of their employees. This concern is addressed by way of having dedicated on-campus gym or indoor sports section. Smaller corporate premises which do not have these facilities on campus are looking at subscribing to corporate membership schemes in our various fitness centers. To tap this segment, we have set up a dedicated corporate sales team which deals with such clients on a pan-India level. We can leverage our pan-India network to cater to these corporate clients who could be sitting

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out of multiple locations in India. This new initiative has gathered pace and we have seen interest from prestigious clients. We are constantly looking for opportunities to promote our brand on a nationwide platform. Our Company offers several marketing and promotional campaigns such as new year scheme, valentines scheme, women’s day scheme and annual august scheme 2016. We have also introduced new products to help consumers stay fit and lose weight through NuForm ( EMS technology), Reduce diet plan ,combo package named Transform, aerobics, zumba and also a newly introduced Zorba ( yoga). In a country of large number of internet users, we have taken various initiatives in digital marketing, and social media marketing. Our Company is active on various social media platforms like Facebook, Twitter and YouTube to promote our brand and services. We have also explored various mediums like Webinars, Google, Wikipedia and Blogs to create awareness and promote our brand and services among people. In future as well, we will continue to look out for similar regional or national campaigns and events which can give us a stage to showcase our brand across the country. We have, from time to time, carried out mega promotional campaigns and are associated with national and state events with focus on brand building such as:

• Sponsorship and stall at 6th World Body Building & Physique Sports Championship; • Losers Challenge 2014; • Pinkathon – tie-up to create awareness about breast cancer 2016 • Social Initiatives carried out by us such as Talwalkars Fitness Awareness Camp, World Environment Day,

World Health day, World Heart Day, World Diabetes Day, Anti Obesity Day; World No Tobacco Day etc. • TalwalkarsClassique 2015 organized by our Company and Maharashtra Body Building Association, under

the aegis of Indian Body Builders Federation • Launched the exciting Cricket League 2016 between Ahmedabad branches

Corporate Social Responsibility (“CSR”) Our Company‘s CSR Policy was adopted in November 06, 2014 in accordance with Section 135 of the Companies Act, 2013, Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII of the Companies Act, 2013. The objective of the CSR Policy is to set guiding principles for carrying out CSR activities by the Company and also to set up process of execution, implementation and monitoring the CSR activities to be undertaken by the Company. The Companies Act, 2013 introduced provisions relating to CSR, pursuant to which our Company is required to spend, in each financial year, at least 2% of its average net profits during the three immediately preceding financial years towards one of the specified CSR activities. We have been compliant in this regard and details of the activities undertaken and the amount spent are given in the Annual Report of the Company every year.

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Our Subsidiaries

Wholly-Owned Subsidiary Step-down Subsidiary Wholly-Owned Subsidiary 66.67%

Wholly-Owned Subsidiaries Subsidiaries: Your Company has continued the process of expansion including acquiring operationally-efficient local gyms/fitness centres across India and abroad. Your 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. The Company has following 9 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 is a wholly-owned Subsidiary of the Company. During the year 2016-17, the Company acquired a controlling stake in the following Companies: (6) Talwalkars Club Systems Private Limited is a wholly-owned Subsidiary of the Company, incorporated in

March, 2016 to own, lease and manage recreational/ lifestyle clubs by providing all kinds of sports, games, recreational and hospitality facilities.

(7) Inshape Health and Fitnez Private Limited is a fitness centre service provider catering to the middle income and upper middle income group in Chennai. Your Company acquired the stake of 51% of share capital in Inshape Health and Fitnez Private Limited, a health and fitness centre having operations in Chennai. This investment has enabled Talwalkars to further strengthen their presence in a fitness conscious Chennai Market.

(8) PWG Fitness Private Limited. Talwalkars Better Value Fitness Limited has achieved a significant scale and size to pursue inorganic growth which gives it an access to newer markets, strengthen its presence in existing markets and help it to achieve a larger scale within a relatively shorter timeframe. In line with this thinking, a strategic partnership is entered into with Power World Gyms Limited (PWG) and wholly owned subsidiary “PWG Fitness Private Limited” with 99.9% stake in it.

(9) Talwalkars Lifestyles Limited. A wholly owned subsidiary was formed on 23rd April, 2016 with our stake of 99.9% in the same.

Denovo Enterprises Pvt.

Ltd. (50.10%)

Aspire Fitness Pvt. Ltd.

(50.001%)

Equinox Wellness Pvt. Ltd.

Jyotsna Fitness Pvt. Ltd. (50.02%)

TBVFL Subsidiaries

Talwalkars Club Pvt. Ltd. (100%)

Talwalkars Club Systems Pvt. Ltd.

(100%)

Inshape Health & Fitnez Pvt. Ltd.

(51%)

PWG Fitness Pvt. Ltd. (100%)

Talwalkars Lifestyles Ltd.

(100%)

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Human Resources Our employees are key contributors to the success of our business. Our workforce consists of (i) permanent employees, (ii) contractual staff and (iii) fitness experts. Permanent Employees: We have core team of managers which is involved in identifying potential new locations and overall project management of the expansion projects. We conduct periodic reviews of our employee’s job performance and determine salaries and discretionary bonuses based upon these reviews. In addition, we offer internal training programs tailored to different job requirements to enhance our employees’ talents and skills. Contractual Staff: The staff at the gym is on the payrolls of various agencies with whom we have exclusive arrangement for sourcing the manpower. All the general trainers and operational managers are sourced from these agencies. Our Company offers an incentive by way of certain percentage of revenues on the achievement of targets by the branch staff. Reputed hospitality service providers are engaged to maintain good ambience and hygiene in our fitness centers. Fitness Experts: We also utilize the services of professionals for add-on services like spa, massage and personal training, etc. on revenue sharing basis. Our Company does not pay them a fixed salary, but shares with them a certain percentage of the fee charged to a customer. Corporate Structure:

Key Operational and Financial Parameters for the last 3 Audited years (Consolidated basis wherever available else on standalone basis):

AUDITED CONSOLIDATED FINANCIALS (Rs. In million)

Parameters Sept-16 FY16 FY15 FY14 Net Worth 4,614.66 4,270.01 2,768.44 2,404.92 Total Debt 3,697.94 3,619.56 3,099.94 2,134.62 - Non-current Maturities of Long Term Borrowing 3,194.13 3,073.03 2,788.00 1,504.34 - Short term Borrowing 8.66 11.87 6.95 307.54 - Current Maturities of Long term Borrowing 495.15 534.66 304.99 322.74 Net Fixed Assets 6,107.90 5,645.49 5,212.79 4,505.14 Non-Current Assets 1,224.24 929.07 351.61 330.98 Cash and Cash Equivalents 1,082.21 1,407.60 465.57 60.03 Current Investments 0.22 0.22 0.22 0.22 Current Assets 2,112.96 2,233.33 1,099.46 420.53 Current Liabilities 1,197.44 1,048.93 716.39 996.86 Net Sales 1,418.24 2,513.71 2,256.55 1,872.74

Mr. Girish Talwalkar Executive Chairman

Mr. VinayakGawande Whole - time Director Mr. Prashant Talwalkar

Managing Director & CEO Mr. AnantGawande Whole - time Director & CFO

Mr. Girish Nayak Head FInance -

Finance Function Operations

Audit & Legal Function

Ms. Avanti Sankav Company Secretary & Compliance Officer

Mr. MadhukarTalwal kar Whole - time Director

Operations

Mr. HarshaBhatkal Executive Director

Marketing Function

Page 36

EBITDA 803.26 1,435.36 1,245.27 927.12 EBIT 570.95 965.32 847.98 685.35 Interest 89.67 177.44 127.79 119.66 PAT (after minority interest) 348.48 550.20 460.75 365.89 Dividend Amounts - 49.84 44.56 39.27 Current Ratio 1.76 2.13 1.53 0.42 Interest Coverage Ratio 6.37 5.44 6.64 5.73 Gross Debt / Equity Ratio 0.80 0.85 1.12 0.89 Debt Service Coverage Ratio 0.98 1.36 1.96 1.55

Project cost and means of financing, in case of funding of new projects: The funds raised through this private placement are not restricted for any specific project as such and therefore the proceeds of this Issue shall be utilized inter-alia for the General Corporate purposes of the Company. The funds will not be utilized by the Company for subscription to or purchase of shares/ debentures, any speculative purposes, investment in real estate sector or any other capital market activities. (i) Details of acquisition or amalgamation in the last one year: NIL

(ii) Details of reorganization or reconstruction in the last one year: NIL (VI) SHARE CAPITAL STRUCTURE

Particulars Amount (Rs. In Lacs)

1. AUTHORIZED SHARE CAPITAL: 32,000,000 Equity Shares of Rs.10/- each 3,200.00 2) ISSUE OF SUBSCRIBED AND PAID UP CAPITAL : 29,704,856 Equity Shares of Rs.10/- each fully called up 2,970.48

SHARE CAPITAL HISTORY Changes in the Authorized capital structure as on last quarter end, for the last five years:

SR. NO.

PARTICULARS OF INCREASE DATE OF SHAREHOLDERS’ MEETING

AGM/EGM/ POSTAL BALLOT

1. 1,000 Equity Shares of Rs. 100/- each aggregating to Rs.0.10million

Incorporation -

2. Increased from 1,000 Equity Shares of Rs.100/- each aggregating to Rs. 0.10 million to 2,00,000 Equity Shares of Rs.100/- each aggregating to Rs. 20.00 million by creation of 1,99,000 Equity Shares of Rs. 100/- each.

June 16, 2003 EGM

3. Increased from 2,00,000 Equity Shares of Rs.100/- each aggregating to Rs. 20.00 million to Rs. 36.00 million by creation of 1,60,000 0.1% Optionally Convertible Cumulative Preference Shares of Rs.100/- each

December 22, 2005 EGM

4. Re-organised the capital structure by converting 1,60,000 0.1% Optionally Convertible Cumulative Preference Shares of Rs. 100/- each into 1,60,000 equity shares of Rs. 100/- each.

September 30, 2008 AGM

5. Re-organised the capital structure by Sub-division of 360,000 Equity Shares of Rs. 100/- each into 3,600,000 Equity Shares of Rs. 10/- each.

September 30, 2008 AGM

6. Increased from 3,600,000 Equity Shares of Rs.10/- each aggregating to Rs. 36.00 million to 15,000,000 Equity Shares of Rs.10/- each aggregating to Rs.150.00 million by creation of 11,400,000 Equity Shares of Rs. 10/- each.

August 24, 2009 EGM

7. Increased from 15,000,000 Equity Shares of Rs.10/- each aggregating to Rs. 150.00 million to 25,000,000 Equity Shares of Rs.10/- each aggregating to Rs. 250.00 million by creation of 10,000,000 Equity Shares of Rs.10/- each.

November 9, 2009 EGM

Page 37

8. Increased from 25,000,000 Equity Shares of Rs.10/- each aggregating to Rs. 250.00 million to 30,000,000 Equity Shares of Rs.10/- each aggregating to Rs. 300.00 million by creation of 5,000,000 Equity Shares of Rs.10/- each.

November 14, 2009 EGM

9. Increased from 30,000,000 Equity Shares of Rs.10/- each aggregating to Rs. 300.00 million to 32,000,000 Equity Shares of Rs.10/- each aggregating to Rs. 320.00 million by creation of 2,000,000 Equity Shares of Rs.10/- each.

May 12, 2015 POSTAL BALLOT

Equity Share Capital

Date of Allotment of fully Paid-up Equity Shares

No. of Equity Shares Allotted

Cumulative number of shares

Face Value (Rs.)

Securities Premium (Rs.)

Issue Price (Rs.)

Nature of payment of consideration

Reasons for Allotment

Cumulative securities premium account (Rs. in million)

Cumulative paid -up capital (Rs. in million)

25-Apr-03 1,000 1,000 100 NIL 100 Cash Subscription to Memorandum

NIL 0.1

9-Jun-03 1,001 2,001 100 NIL 100 Cash Further Allotment

NIL 0.2

15-Jul-03 55,000 57,001 100 NIL 100 Other than cash

Further Allotment

NIL 5.7

15-Jul-03 120,000 177,001 100 NIL 100 Cash Further Allotment

NIL 17.7

24-Mar-04 17 177,018 100 NIL 100 Cash Further Allotment

NIL 17.7

12-Jan-06 12,643 189,661 100 1481.9 1581.9 Cash Further Allotment

18.73 18.96

7-Dec-07 7,026 196,687 100 2120.3 2220.3 Cash Further Allotment against Redemption of Preference Shares

33.63 19.67

Sub-division of nominal value of Equity shares of our Company from Rs. 100 per Equity Share to Rs. 10 per Equity Share vide AGM dated September 30, 2008.

5-Oct-09 291,339 2,258,209 10 625 635 Cash Further Allotment

215.71 22.58

16-Nov-09 15,807,463 18,065,672 10 NIL NIL Other than Cash

Bonus Issue 215.71 180.66

04-May-10 6,050,000 24,115,672 10 118 128 Cash Initial Public Offer

713.9 241.15

13-Dec-12 2,065,216 26,180,888 10 195.18 205.18 Cash Qualified InstitutionsPlacement

1,116.99 261.80

23-Jun-15 3,523,968 29,704,856 10 295 305 Cash Qualified Institutions Placement

2,156.56 297.04

Preference Share Capital

Page 38

Date of Allotment

of the preference

shares

No. of preference

shares

Cumulative Number of

shares

Face Value

Issue Price

Securities Premium

Nature of

payment of

consideration

Reasons for Allotment

Cumulative securities premium account

Cumulative paid -

up capital

(Rs.) (Rs.) (Rs. in Million

) 12-Jan-06 156,000 156,000 100 100 NIL Cash Allotment of

0.1% Cumulative Convertible Preference Shares

NIL 1.56*

7-Dec-07 (1,56,000) 0 N.A. N.A. N.A. N.A. Converted into 7026 Equity Shares

NIL NIL

Shareholding Pattern as on September 30, 2016

Category of

shareholder

Nos. of shareholder

s

No.of fully

paidup equity shares held

Total nos. of

shares held

Shareholding as % of total no. of shares (calculated as per SCRR, 1957)

Number of Voting Rights held in each class of

securities

Shareholding as % assuming full conversion of convertible securities (as a percentage of diluted share)

Number of equity shares

held in

dematerialized form

No of Voting Rights Total as a

% Class eg:X

Classeg:y

Class eg:z

Promoter & Promoter Group

7 11283743 11283743

37.99 11283743 0 11283743

37.99 37.99 11283743

Public

14537 18421113 18421113

62.01 18421113 0 18421113

62.01 62.01 18410877

Non Promoter- Non Public

0 0 0 0 0 0 0 0 0 0

Shares underlying DRs

0 0 0 0 0 0 0 0 0 0

Shares held by Employee Trusts

0 0 0 0 0 0 0 0 0 0

Total 14544 29704856 29704856 100 29704856 0 29704856 100 100 29694620 Number of partly paid up shares – NIL Number of shares underlying Depository Receipts - NIL Number of shares underlying Outstanding convertible securities (including warrants) – NIL Number of locked in shares – NIL Number of shares pledged or otherwise encumbered - NIL

Details regarding the Auditors of the company: I. Details of the current Auditors of the company:

Name Address Auditor since M.K. Dandeker& Co., Chartered Accountants

No.7/7A, 3rd Floor, Wellingdon Estate No. 53, Ethiraj Salai, Egmore, Chennai – 600 008

12th August, 2012

II. Details of change in auditor since last three years: No Change

Page 39

VII. ISSUE TERM SHEET

Issuer Talwalkars Better Value Fitness Limited (TBVFL)

Date of passing of Board Resolution

10th November, 2016

Date of passing of Resolution in the General Meeting, authorizing the offer of securities

8th September, 2016

Issue Size Rs. 25 crores (Rupees Twenty Five Crores only)

Option to retain oversubscription

Nil

Instrument Secured Taxable Redeemable Non-Convertible Debentures

Issuance/ Trading In Demat Mode

Nature of Instrument Secured

Seniority Senior

Mode of Issuance Private Placement

Depositories National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), The Company is in the process of making necessary depository arrangements for issue and holding of NCDs in dematerialised form.

Credit Rating “CARE AA” by CARE Ratings.

Face Value Rs. 10,00,000/- per Bond

Issue Price At par (Rs. 10,00,000/- per Bond)

Discount at which the security is issued and the effective yield as a result of such discount

Nil / Not Applicable

Record date Friday of the preceding week of the due date for the payment of interest and principal

Redemption Price At par (Rs. 10,00,000/- per Bond)

Redemption Amount / Maturity Amount

At par, in 3 equal installments at the end of the 4th, 5th and 6th year respectively.

Redemption Date 3 equal installments at the end of the 4th, 5th and 6th year respectively

Redemption Premium / Discount

Nil

Tenor 6 Years from the Deemed Date of Allotment

Put Option Date At the end of 3rd year from the Date of Allotment

Put Option price At Par

Call Option Date At the end of 3rd year from the Date of Allotment

Call Option price At Par

Put Notification Time The investor shall give notice to the Issuer of his intention to exercise the ‘put’ option at least one month but not exceeding two months before the ‘put’ option exercise date.

Call Notification Time The issuer shall give a notice of his intention to exercise the ‘call’ option at least one month but not exceeding two months before the ‘call’ option exercise date.

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Settlement/ Payment on Redemption

Payment on redemption will be made by RTGS/ cheque(s)/ redemption warrants(s) in the name of the Bondholder(s) whose name appears on the List of Beneficial Owners given by NSDL/ CDSL/ Depository to the Company as on the Record Date, as fixed by the Company.

Coupon Rate 9.6% p.a. from the date of allotment on the outstanding amount of NCDs.

Step-up/Step-down coupon rate Nil

Coupon Payment Frequency Annual, from the date of allotment

Coupon Payment dates 3rd January every year Coupon type Fixed Coupon reset process Nil Interest on application money

At the Coupon rate (subject to deduction of tax at source, as applicable) from the date of realization of cheque(s)/ demand draft(s)/ RTGS up to one day prior to the Deemed Date of Allotment. Where pay-in Date and Deemed date of Allotment are the same, no interest on Application money is to be paid

Default Interest rate In the event of delay in the payment of interest amount and/ or principal amount on the due date(s), the Issuer shall pay additional interest of 2% per annum in addition to the Coupon Rate payable on the NCDs, on such amounts due, for the defaulting period i.e. the period commencing from and including the date on which such amount becomes due and up to but excluding the date on which such amount is actually paid.

Security The NCDs together with the interest thereon, additional interest, liquidated damages, costs, expenses and all other monies whatsoever shall be secured by way of First paripassu charge on the entire movable and immovable assets and current assets of the company including gymnasium equipment’s, furniture and fixtures and any other equipment’s installed in the gymnasium. The Company will be maintaining overall minimum Security Cover of 1.25 times of the aggregate face value amount of Bonds outstanding, to be maintained at all times during the tenor of the Debentures.

Listing The issuer shall get the NCDs listed on Wholesale Debt Market (WDM) Segment of the BSE Limited (BSE).

Mode of Subscription Cheque(s)/ demand draft(s) may be drawn in favour of “Talwalkars Better Value Fitness Ltd” and crossed “Account Payee Only” payable at par at designated centers mentioned elsewhere in the Disclosure Document or remittance through RTGS as per details given in application form

Issue Opens on ^ 2nd January, 2017

Issue Closes on ^ 3rd January, 2017

Pay-in Date ^ 3rd January, 2017

Deemed Date of Allotment ^

3rd January, 2017

Issuance mode of the instrument

Demat only

Trading mode of the Instrument

Demat Only

Provisions related to Cross Default Clause

Not Applicable

Page 41

Governing Law and Jurisdiction

The Bonds are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising thereof shall be subject to the jurisdiction of district courts of Mumbai, Maharashtra.

^ TBVFL reserves its sole and absolute right to modify (pre-pone/ postpone) the issue opening/ closing/ pay-in date(s) without giving any reasons or prior notice. In such a case, investors shall be intimated about the revised time schedule by the TBVFL. The TBVFL also reserves the right to keep multiple Deemed Date(s) of Allotment at its sole and absolute discretion without any notice. VIII. TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF ISSUANCE, ISSUE

SIZE, UTILIZATION OF ISSUE PROCEEDS, STOCK EXCHANGES WHERE SECURITIES ARE PROPOSED TO BE LISTED, REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE AND EFFECTIVE YIELD FOR INVESTOR)

PRIVATE PLACEMENT OF SECURED TAXABLE REDEEMABLE NON-CONVERTIBLE NCDS IN THE NATURE OF DEBENTURES OF RS. 10,00,000/- EACH FOR TOTAL FACE VALUE OF RS. 25 CRORES Issue Size Talwalkars Better Value Fitness Limited (“the Company”/ “the Issuer”) proposes to raise Rs.25 Crores through the issue of Secured, Taxable, Redeemable, Non-Convertible Debentures of Rs. 10,00,000/- each for cash at par for total face value of Rs. 25 Crores by way of private placement (“the issue”). Governing Law & Provisions This present issue of NCDs is being made in accordance with extant statutory guidelines for floatation of NCDs as amended from time to time. The Issuer can undertake the activities proposed by it in view of the present approvals and no further approval from any government authority(ies) is required by the Issuer except those approvals which may be required to be taken in the normal course of business from time to time. Authority for the Placement The Issue is made pursuant to Clause 17 of the Memorandum of Associations of TBVFL and has been authorized by its Board of Directors vide resolutions passed at its meeting held on May 5, 2016. The proposed NCD issue is within the overall borrowing limit approved in the Annual General Meeting of the shareholders of the Company held on September 10, 2015. TBVFL can issue the NCDs proposed by it in view of the present approvals and no further approvals in general from any Government Authority are required by TBVFL to undertake the proposed issue.

Utilisation of Issue Proceeds The funds raised through this private placement are not restricted for any specific project as such and therefore the proceeds of this Issue shall be utilized inter-alia for the General Corporate purposes of the Company. The proceeds shall not be utilized for – • Subscription to or purchase of shares or debentures • Any speculative purposes • Investment in Real Estate sector • Any other capital market activities

The Company is managed by professionals under the supervision of its Board of Directors. Further, the Issuer is subject to a number of regulatory checks and balances as stipulated in its regulatory environment. Therefore, the management shall ensure that the funds raised via this private placement shall be utilized only towards satisfactory fulfilment of the Objects of the Issue. Minimum Subscription As the current issue of NCDs is being made on private placement basis, the requirement of minimum subscription shall not be applicable and therefore the TBVFL shall not be liable to refund the issue subscription(s)/ proceed(s) in the event of the total issue collection falling short of issue size or certain percentage of issue size. Underwriting The present Issue of NCDs on private placement basis has not been underwritten.

Page 42

Nature and Status of NCDs The NCDs are to be issued in the form of Secured Taxable Redeemable Non-Convertible Debentures.

Face Value, Issue Price, Effective Yield for Investor Each NCD has a face value of Rs.10,00,000/- and is issued at par i.e. for Rs.10,00,000/-. The NCDs shall be redeemable at par i.e. for Rs.10,00,000/- per Bond. Since the issue is at par, the effective yield for the investors shall remain at 9.6% p.a. Credit Rating Credit Analysis & Research Ltd. (CARE) has assigned a rating of “AA (Double A)” to the current bond issue. This rating indicates high degree of safety and issuer’s capacity for timely servicing of debt obligations.

Listing The Company has applied for an in-principle approval from the Bombay Stock Exchange (BSE) for listing of current issue Secured Taxable Redeemable Non-Convertible Debentures on its Wholesale Debt Market (WDM) Segment. The company shall make an application to the BSE to list the NCDs to be issued and allotted under this Disclosure Document and complete all the formalities relating to listing of the NCDs. Terms of Payment The full issue price of the NCDs applied for is to be paid along with the Application Form. Investor(s) need to send in the Application Form and the cheque(s)/ demand draft(s) for the issue price of the NCDs applied for.

Face Value per Bond Amount Payable on Application per Bond Rs. 10,00,000/- Rs. 10,00,000/-

Deemed Date of Allotment Interest on NCDs shall accrue to the NCD holder(s) with effect from, which shall be the Deemed Date of Allotment. All benefits relating to the NCDs will be available to the investors from the Deemed Date of Allotment. The actual allotment of NCDs may take place on a date other than the Deemed Date of Allotment. The Company reserves the right to keep multiple allotment date(s)/ deemed date(s) of allotment at its sole and absolute discretion without any notice. In case if the issue closing date is changed (preponed/ postponed), the Deemed Date of Allotment may also be changed (pre-poned/ postponed) by the Company at its sole and absolute discretion Security The NCDs together with the interest thereon, additional interest, liquidated damages, costs, expenses and all other monies whatsoever shall be secured by way of First paripassu charge on the entire movable and immovable assets and current assets of the company including gymnasium equipment’s, furniture and fixtures and any other equipment’s installed in the gymnasium The Company will be maintaining overall minimum Security Cover of 1.25 times of the aggregate face value amount of Bonds outstanding, to be maintained at all times during the tenor of the Debentures. The Company shall execute the Debenture Trust Deed in Form No. SH.12 or as near thereto as possible, in favour of the Debenture Trustee within three months of closure of the issue and submit with BSE, within five working days of execution of the same. Security Creation Security has to be created within 2 months from the closure of the issue. If it is not created within the stipulated time, the company shall, within 21 days thereafter, convene the meeting of the Debenture Holders to explain reasons for delay and seek an approval for extension. A penal interest of 2% per annum (payable monthly) will be payable from the date of allotment till the actual date of security creation, if the Company fails to create the security within the stipulated time and no additional time is given, then the debenture holder reserve the right to recall the debentures, along with all outstanding and interest dues.

Page 43

Description of Security First paripassu charge on the entire movable and immovable assets and current assets of the company including gymnasium equipment’s, furniture and fixtures and any other equipment’s installed in the gymnasium. Letter(s) of Allotment/ Bond Certificate(s)/ Refund Order(s) Issue of Letter(s) of Allotment The beneficiary account of the investor(s) with National Securities Depository Limited (NSDL)/ Central Depository Services (India) Limited (CDSL)/ Depository Participant will be given initial credit within 2 working days from the Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On completion of the all statutory formalities, such credit in the account will be akin to a Bond Certificate. Issue of Bond Certificate(s) Subject to the completion of all statutory formalities within 2 months from the Deemed Date of Allotment, or such extended period as may be approved by the appropriate authority(ies), the initial credit akin to a Letter of Allotment in the Beneficiary Account of the investor would be replaced with the number of NCDs allotted. The NCDs since issued in electronic (dematerialized) form, will be governed as per the provisions of The Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notified by NSDL/ CDSL/ Depository Participant from time to time and other applicable laws and rules notified in respect thereof. Depository Arrangements The Company has appointed “Link Intime India Private Ltd, C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West) Mumbai – 400 078, Tel : (022) 25946970, Fax No. (022) 2596 2691 as Registrars & Transfer Agent for the present NCD issue. The Company is in the process of making necessary depository arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for issue and holding of NCDs in dematerialised form. In this context the Company will sign two tripartite agreements as under:

• Tripartite Agreement between the Company, Link Intime India Private Ltd and National Securities

Depository Ltd. (NSDL) for offering depository option to the investors. • Tripartite Agreement between the Company, Link Intime India Private Ltd and Central Depository Services

(India) Ltd. (CDSL) for offering depository option to the investors.

Investors can hold the NCDs only in dematerialized form and deal with the same as per the provisions of Depositories Act, 1996 as amended from time to time.

Procedure for applying for Demat Facility • The applicant must have at least one beneficiary account with any of the Depository Participants (DPs) of

NSDL or CDSL prior to making the application. • The applicant must necessarily fill in the details (including the beneficiary account number and Depository

Participant’s ID) appearing in the Application Form under the heading ‘Details for Issue of NCDs in Electronic/ Dematerialised Form’.

• NCDs allotted to an applicant will be credited directly to the applicant’s respective Beneficiary Account(s) with the DP.

• For subscribing the NCDs, names in the application form should be identical to those appearing in the account details in the depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the depository.

• The Registrars to the Issue will directly send non-transferable allotment advice/refund orders to the applicant.

• If incomplete/ incorrect details are given under the heading ‘Details for Issue of NCDs in Electronic/ Dematerialised Form’ in the application form, it will be deemed to be an incomplete application and the same may be rejected at the sole discretion of the Company.

• For allotment of NCDs, the address, nomination details and other details of the applicant as registered with his/her DP shall be used for all correspondence with the applicant. The Applicant is therefore responsible for the correctness of his/her demographic details given in the application form vis-à-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for losses, if any.

• It may be noted that NCDs being issued in electronic form, the same can be traded only on the Stock Exchanges having electronic connectivity with NSDL or CDSL. Bombay Stock Exchange where the NCDs of

Page 44

the Company are proposed to be listed has connectivity with NSDL and CDSL. • Interest or other benefits would be paid to those Bondholders whose names appear on the list of beneficial

owners given by the Depositories to the Company as on Record Date/Book Closure Date. In case of those NCDs for which the beneficial owner is not identified by the Depository as on the Re0cord Date/ Book Closure Date, the Company would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to the Company, whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30 days.

Investors may note that pursuant to circular no. SEBI/MRD/SE/AT/36/2003/30/09 dated September 30, 2003 issued by SEBI, the NCDs of the Company would be issued and traded only in dematerialised form. Market Lot The market lot will be one NCD (“Market Lot”). Since the NCDs are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of NCDs. Trading of NCDs The trading of NCDs would be permitted in demat mode only in standard denomination of Rs.10 lakhs in the anonymous, order driven system of the stock exchanges in a separate trading segment. The marketable lot would be Rs.10 lakhs. All class of investors would be permitted to trade subject to the standard denomination/ marketable lot. The trades executed on spot basis shall be required to be reported to the stock exchange(s). Mode of Transfer of NCDs NCDs shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/ CDSL/ Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these NCDs held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant.

Transfer of NCDs to and from NRIs/ OCBs, in case they seek to hold the NCDs and are eligible to do so, will be governed by the then prevailing guidelines of RBI. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the Company. Interest on the NCDs Interest on the NCDs are payable at the rate of 9.6% p.a. payable annually on the face value of the NCDs. Payment of interest on the NCDs will be made by cheque(s)/warrants(s)/ RTGS/ECS in the name of the Bondholder(s) whose name appear on the List of Beneficial Owners given by NSDL/ CDSL to the Company as on the Record Date.

The Company’s liability shall extinguish upon dispatch of Interest Warrants by Registered Post and/ or remitting the interest proceeds through RTGS/ECS/ EFT to the above said Beneficiaries. The Company shall not be responsible on account of postal delays, failure of bank’s systems, etc. Interest rate Reset: For each notch of rating downgrade i.e. rating being one notch below the rating of the Debentures as on the date immediately before such downgrade, the coupon rate would stand increased by 0.25% over and above the coupon rate immediately prior to such rating downgrade. On further downgrade of the rating below “A” the interest will increase by 100 bps on each notch downgrade. In case of non-agreement on the revised interest rate on NCDs by the Company, the debenture holder reserves the right to recall the outstanding debentures along with all outstanding interest dues. Computation of interest Interest for each of the interest periods shall be computed on an actual-by-actualbasis on the principal outstanding on the Debentures at the Coupon rate. In case of leap year the interest will be computed on

Page 45

‘actual-by-actual, on the face value of principal outstanding on the Debentures at the respective coupon rate rounded off to the nearest Rupee. Penal interest If security is not created within three months of closure of the issue, an additional interest of 2% per annum (payable monthly) shall be payable by the company to the subscriber from the date of allotment till the date of actual creation of security. In the event of delay in the payment of interest amount and/or principal amount on the due date(s), the Issuer shall pay additional interest of 2% per annum in addition to the Coupon Rate payable on the NCDs, on such amounts due, for the defaulting period i.e. the period commencing from and including the date on which such amount becomes due and up to but excluding the date on which such amount is actually paid. Settlement/ Payment on Redemption Payment on redemption will be made by RTGS/ cheque(s)/ redemption warrants(s) in the name of the Bondholder(s) whose name appears on the List of Beneficial Owners given by NSDL/ CDSL/ Depository to the Company as on the Record Date, as fixed by the Company. The Issuer’s liability to Bondholder(s) towards all their rights including payment of interest or otherwise shall cease and stand extinguished from the due date of redemption in all events. Further, the Issuer will not be liable to pay interest, income or compensation of any kind from the date of such redemption of the NCDs. The NCDs shall be taken as discharged on payment of the interest and redemption amount by the Company. Such payment will be a legal discharge of the liability of the Company towards the Bondholders. On such payment being made, the Company will inform NSDL/ CDSL/ Depository and accordingly the account of the Bondholders with NSDL/ CDSL/ Depository will be adjusted.

The liability of the Company shall stand discharged on posting of redemption warrants by Registered Post and/ or remitting the redemption proceeds through ECS/ EFT to the above said Beneficiaries No claim, damages or penal interest in respect of delayed payment, etc. shall lie upon the Company in the event of non-receipt of the same by the addressee Bondholder(s).

Business Day Convention The Issuer shall follow the business day convention as per SEBI Circular “Issues pertaining to primary issuance of debt securities” dated October 29, 2013 and as amended thereafter.

A “Business Day/ Working Day” shall be a day on which commercial banks are open for business in the city of Mumbai.

If any Coupon Payment Date, except the last coupon payment date, falls on a day that is not a Business Day, the payment shall be made by the Issuer on the immediately succeeding Business Day along with interest for such additional period. Further, interest for such additional period so paid, shall be deducted out of the interest payable on the next Coupon Payment Date.

If the Redemption Date, also being the last Coupon Payment Date, of the Bonds falls on a day that is not a Business Day, the redemption proceeds shall be paid by the Issuer on the immediately preceding Business Day along with the interest accrued on the Bonds until the date of maturity.

In the event the Record Date falls on a day which is not a Business Day, the immediately preceding Business Day will be considered as the Record Date.

Other Covenants: (a) The issuer shall not have the right to pre-pay these Debentures, other than pursuant to a Call option,

without the consent of the Bondholders. (b) The issuer shall not prepay (including acceleration of payment in case of breach of covenants/event of

default) any of its outstanding NCDs (present and/or future), except in the normal course of business, without the written intimation of the Debenture holder in this regard.

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In case any of the Covenants is breached and continues breached for a period of 30 days from such breach coming to notice, or such period as may be mutually agreed between all Bondholders and Issuer, the Bondholder would reserve the right to recall the outstanding principal amount on the NCDs (i.. redemption at par) along with other monies/accrued interest due in respect thereof.

Deduction of Tax at Source Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. The investor(s) desirous of claiming exemption from deduction of income tax at source on the interest on application money are required to submit the necessary certificate(s), in duplicate, along with the Application Form in terms of Income Tax rules. Interest payable subsequent to the Deemed Date of Allotment of NCDs will be treated as “Interest on Securities” as per Income Tax Rules. NCD holders desirous of claiming exemption from deduction of income tax at source on the interest payable on NCDs should submit tax exemption certificate/ document, under Section 193 of the Income Tax Act, 1961, if any, at the Registered Office of the Company, at least 45 days before the payment becoming due. Regarding deduction of tax at source and the requisite declaration forms to be submitted, prospective investors are advised to consult their own tax consultant(s). However, Finance Act 2008 has inserted clause (ix) under the proviso to Section 193, which reads as under: “Any interest payable on any security issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 and rules made thereunder.” The amendment, which will be effective 1st June 2008, will have following implications: Tax will not to be deducted at source by the Company from interest paid on these debentures issued by the company, which are listed on the recognized stock exchanges and held in dematerialized form by investors.

Put/ Call Option The Put & Call option can be exercised at par by investor & Issuer at the end of 3rd year from the date of allotment.

In respect of instruments issued with a ‘put’/or ’call’ option, the investor shall give notice to the Issuer of his intention to exercise the ‘put’ option at least one month but not exceeding two months before the ‘put’ option exercise date and the issuer shall give a notice of his intention to exercise the ‘call’ option at least one month but not exceeding two months before the ‘call’ option exercise date. Redemption The NCDs will be redeemed at par in three equal instalments starting at the end of 4th, 5th and 6th year from the date of allotment List of Beneficial Owners The Issuer shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be. Succession In the event of the demise of the sole/first holder of the Bond(s) or the last survivor, in case of joint holders for the time being, the Company will recognize the executor or administrator of the deceased Bondholder, or the holder of succession certificate or other legal representative as having title to the Bond(s). The Company shall not be bound to recognize such executor or administrator, unless such executor or administrator obtains probate, wherever it is necessary, or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The Company may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Bond(s) standing in the name of the deceased Bondholder on production of sufficient documentary proof or indemnity.

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Where a non-resident Indian becomes entitled to the Bond by way of succession, the following steps have to be complied with: a. Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the Bond was

acquired by the NRI as part of the legacy left by the deceased holder. b. Proof that the NRI is an Indian National or is of Indian origin. Such holding by the NRI will be on a non-repatriation basis. Registrar to the Bondholders The Company has appointed Link Intime India Private Ltd. to act as Registrar for and on behalf of the holder(s) of the NCDs (“Registrar”). The address and contact details of the Registrar are as under:

Name Link Intime India Private Ltd

Address

C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West), Mumbai 400078

Contact Details Tel.: (022) 25946970, Fax: (022) 25962691

E-mail Address ganesh.jadhav@linkintime.co.in

Who Can Apply Only those entities, which are individually addressed through direct communication by the Company, are eligible to apply for the NCDs. No other entity may apply. The Company may address its offer to apply to potential Investors who may include:

1. Commercial Banks, 2. Financial Institutions, 3. Companies within the meaning of the Companies Act, 1956 or Companies Act, 2013, 4. Regional Rural Banks, 5. Co-operative Banks, 6. Non-Banking Finance Companies and Residuary Non-Banking Finance Companies, 7. Insurance Companies, 8. Port Trusts, 9. Provident Funds, Superannuation Funds and Gratuity Funds, 10. Mutual Funds, 11. Foreign Institutional Investors (Subject to existing regulations)

All investors are required to comply with the relevant regulations/ guidelines applicable to them for investing in the issue of NCDs. Although above investors are eligible to apply however only those persons, who are individually addressed through direct communication by the Company/ Arranger, are eligible to apply for the NCDs. No other person may apply. Hosting of Information Memorandum on the website of Bombay Stock Exchange should not be construed as an offer to issue and the same has been hosted only as it is stipulated by SEBI.

Application under Power of Attorney or by Limited Companies In case of applications made under a Power of Attorney or by a Limited Company or a Body Corporate or Registered Society or Mutual Fund, and scientific and/or industrial research organisations or Trusts etc, the relevant Power of Attorney or the relevant resolution or authority to make the application, as the case may be, together with the certified true copy thereof along with the certified copy of the Memorandum and Articles of Association and/or Bye-Laws as the case may be must be attached to the Application Form or lodged for scrutiny separately with the photocopy of the Application Form, quoting the serial number of the Application Form and the Bank’s branch where the application has been submitted, at the office of the Registrars to the Issue after submission of the Application Form to the bankers to the issue or any of the designated branches as mentioned on the reverse of the Application Form, failing which the applications are liable to be rejected. Such authority received by the Registrars to the Issue more than 10 days after closure of the subscription list may not be considered. How to Apply

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This being a Private Placement Offer, Investors as specified under the head “who can apply ” and who have been addressed through this Communication directly or on behalf of the Company, only are eligible to apply. The application should be accompanied with the Cheque/ Demand Draft (high value clearing) for the total amount of issue price of NCDs applied for subscription. Applications along with High Value Cheques/ Demand Drafts for the requisite amount & other necessary documents may be deposited with the Banker to the Issue at Mumbai by 10.00 am on the Pay in Date. For details please refer to the “instructions” detailed in the “Application Form”. Photocopy of Application Form duly filled in and signed to be faxed to the Company after deposit of application money. All Cheque(s) /Demand Draft(s) should be made payable in favour of “Talwalkars Better Value Fitness Ltd.” and crossed “Account Payee only”. Cheque(s)/ Demand Draft(s) may be drawn on any bank and must be payable at Mumbai. Outstation Cheques, money orders or postal orders will NOT be accepted. No cash and stock invest will be accepted. Investors can also opt for the RTGS mechanism to make the payments. The payments have to be made on the Inter-bank platform of the RTGS and funds are to be transferred to Axis Bank Ltd., A/c. Talwalkars Better Value Fitness Ltd., 004010200059343that carries the IFSC code of UTIB0000004. Applications for the NCDs must be in the prescribed form (enclosed) and completed in BLOCK LETTERS in English and as per the instructions contained therein. Applications complete in all respects (along with all necessary documents as detailed in this Disclosure Document) must be submitted before the last date indicated in the issue time table or such extended time as decided by the Company, at any of the designated collection centres, accompanied by the subscription amount by way of cheque(s)/ demand draft(s) drawn on any bank including a co-operative bank which is situated at and is a member of the Bankers’ clearing house located at a place where the application form is submitted. Outstation cheque(s)/ Bank draft(s) drawn on Bank(s) not participating in the clearing process at the designated clearing centres will not be accepted. Money orders/ postal orders will also not be accepted. The Company assumes no responsibility for any applications/ cheques/ demand drafts lost in mail.

No separate receipt will be issued for the application money. However, the Company’s designated collection branches or Arranger(s) receiving the duly completed Application Form will acknowledge receipt of the application by stamping and returning to the applicant the Acknowledgment Slip at the bottom of the each Application Form.

The Applications must be accompanied by certified true copies of (1) Memorandum and Articles of Association/ Constitution/ Bye-laws (2) Resolution authorizing investment and containing operating instructions (3) Specimen signatures of authorized signatories and (4) Necessary forms for claiming exemption from deduction of tax at source on the interest income/ interest on application money, wherever applicable.

As a matter of precaution against possible fraudulent encashment of interest warrants/ cheques due to loss/ misplacement, the applicant should furnish the full particulars of his or her bank account (i.e. Account Number, name of the bank and branch) at the appropriate place in the Application Form. Interest warrants will then be made out in favour of the bank for credit to his/ her account so specified and dispatched to the investors, who may deposit the same in the said bank.

Right to Accept or Reject Applications The Company reserves it’s full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable, to be sent. Interest on application money will be paid from the date of realisation of the cheque(s)/ demand drafts(s) till one day prior to the date of refund. The application forms that are not complete in all respects are liable to be rejected and would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to: a. Number of NCDs applied for is less than the minimum application size; b. Applications exceeding the issue size;

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c. Bank account details not given; d. Details for issue of NCDs in electronic/dematerialized form not given; PAN/GIR and IT Circle/Ward/District

not given; e. In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc.

relevant documents not submitted; In the event, if any Bond(s) applied for is/are not allotted in full, the excess application monies of such NCDs will be refunded, as may be permitted. PAN/GIR Number All applicants should mention their Permanent Account Number or the GIR Number allotted under Income Tax Act, 1961 and the Income Tax Circle/ Ward/ District. In case where neither the PAN nor the GIR Number has been allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space provided. Signatures Signatures should be made in English and in any of the Indian Languages. Thumb impressions must be attested by an authorized official of a Bank or by a Magistrate/Notary Public under his/her official seal. Nomination Facility As per Section 72 of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014, only individuals applying as sole applicant/Joint Applicant can nominate, in the prescribed manner, a person to whom his NCDs shall vest in the event of his death. Non-individuals including holders of Power of Attorney cannot nominate.

Bondholder not a Shareholder The bondholders will not be entitled to any of the rights and privileges available to the shareholders. If, however, any resolution affecting the rights attached to the NCDs is placed before the members of the Company, such resolution will first be placed before the bondholders for their consideration. Modification of Rights The rights, privileges, terms and conditions attached to the NCDs may be varied, modified or abrogated with the consent, in writing, of those holders of the NCDs who hold at least three fourth of the outstanding amount of the NCDs or with the sanction accorded pursuant to a resolution passed at a meeting of the Bondholders, provided that nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions of the NCDs, if the same are not acceptable to the Company.

Future Borrowings The issuer shall not issue any further Bonds with superior terms, than the current issue term sheet, for a period of 30 days from the date of closure of the current issuance. Debenture Redemption Reserve The company shall create a Debenture Redemption Reserve during the tenure of NCDs in accordance with the provisions of Companies Act 2013 (as amended) and (Rules Chapter 4 – point 18(7) (a) to (e) and circulars issued by the MCA in this regard from time to time.

Notices All notices required to be given by the Company or by the Trustees to the Bondholders shall be deemed to have been given if sent by ordinary post/ courier to the Bond holders and/ or if published in one All India English daily newspaper and one regional language newspaper.

All notices required to be given by the Bondholder(s), including notices referred to under “Payment of Interest” and “Payment on Redemption” shall be sent by registered post or by hand delivery to the Company or to such persons at such address as may be notified by the Company from time to time. Tax Benefits to the Bondholders of the Company

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The holder(s) of the NCDs are advised to consider in their own case, the tax implications in respect of subscription to the NCDs after consulting their own tax advisor/ counsel. Disputes & Governing Law The NCDs are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising thereof will be subject to the jurisdiction of district courts of Maharashtra. Compliance Officer Ms. Avanti Sankav 801-813, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai – 400 026. Tel. No.: +91 – 22 – 6612 6300 (Ext. 324) Fax No.: +91 – 22 – 6612 6363 The investors can contact the Compliance Officer in case of any pre-issue/ post-issue related problems such as non-credit of letter(s) of allotment/ bond certificate(s) in the demat account, non-receipt of refund order(s), interest warrant(s)/ cheque(s) etc.

IX. CREDIT RATING & RATIONALE THEREOF Credit Analysis & Research Ltd. (CARE) has assigned a rating of “AA” (Pronounced "double A”) to these NCDs indicating high degree safety and issuer’s capacity for timely servicing of debt obligations of financial commitments, vide Copy of rating letter from CARE is enclosed as Annexure to the Disclosure Document. In the event of a rating downgrade of the Issuer / the Debentures by any rating agency, post the issuance of debentures, at any point of time during the currency of the NCDs:

(a) For each notch of rating downgrade ie. rating being one notch below the rating of the Debentures as on the date immediately before such downgrade, the coupon rate would stand increased by 0.25% over and above the coupon rate immediately prior to such rating downgrade; On further downgrade of the rating below “A” the interest will increase by 100 bps on each notch downgrade.

(b) As long as the current NCDs are outstanding the company shall not issue/undertake further NCD issuances, which require the company to give the investors a Put Option in the event of a rating downgrade of the Issuer/Debentures, without offering similar terms to all the Bondholders under this term sheet.

(c) In the event of the suspension or withdrawal of the rating of the Issuer and/or the Debentures by any Rating Agency, the Bondholder would reserve the right to recall the outstanding principal amount on the NCDs (ie. redemption at par) along with other monies/accrued interest due in respect thereof

The above rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency. The rating obtained is subject to revision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of new information etc. X. NAME OF DEBENTURE TRUSTEE In accordance with the provisions of Section 117B of the Companies Act, 1956 (1 of 1956) and Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the TBVFL has appointed Axis Trustee Services Limited to act as Trustees (“Trustees”) for and on behalf of the holder(s) of the NCDs. A copy of letter from Axis Trustee Services Limited conveying their consent to act as Trustee for the current issue of NCDs is enclosed elsewhere in this Disclosure Document. TBVFL hereby undertakes that a Trust Deed shall be executed by it in favour of the Trustees within 2 months of the closure of the Issue. The Trust Deed shall contain such clauses as may be prescribed under section 117A of the Companies Act, 1956 and those mentioned in Schedule IV of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993. Further the Trust Deed shall not contain any clause which has the effect of (i) limiting or extinguishing the obligations and liabilities of the Trustees or the TBVFL in relation to any rights or interests of the holder(s) of the NCDs, (ii) limiting or restricting or waiving the provisions of the Securities and Exchange Board of India Act, 1992 (15 of 1992); Securities and Exchange Board of India (Issue and

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Listing of Debt Securities) Regulations, 2008 and circulars or guidelines issued by SEBI, (iii) indemnifying the Trustees or the TBVFL for loss or damage caused by their act of negligence or commission or omission. The Bondholder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Trustees or any of their agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the NCDs as the Trustees may in their absolute discretion deem necessary or require to be done in the interest of the holder(s) of the NCDs. Any payment made by the TBVFL to the Trustees on behalf of the Bondholder(s) shall discharge the TBVFL pro tanto to the Bondholder(s). The Trustees shall protect the interest of the Bondholders in the event of default by the TBVFL in regard to timely payment of interest and repayment of principal and shall take necessary action at the cost of the TBVFL. No Bondholder shall be entitled to proceed directly against the TBVFL unless the Trustees, having become so bound to proceed, fail to do so. In the event of TBVFL defaulting in payment of interest on NCDs or redemption thereof, any distribution of dividend by the TBVFL shall require approval of the Trustees.

XI. STOCK EXCHANGE WHERE SECURITIES ARE PROPOSED TO BE LISTED

The Secured Taxable Redeemable Non-Convertible Debentures in the nature of Debentures are proposed to be listed on the Wholesale Debt Market (WDM) Segment of the Bombay Stock Exchange (BSE) The TBVFL has obtained an in-principle approval from the BSE for listing of said NCDs on its Wholesale Debt Market (WDM) Segment. The Company shall make listing application to BSE within 15 working days from the Deemed Date of Allotment of the Bonds and seek listing permission within 20 days from the Deemed Date of Allotment of Bonds. In case of delay in listing of the Bonds beyond 20 days from the Deemed Date of Allotment, the Company shall pay penal interest at the rate of 1.00% p.a. over the Coupon Rate from the expiry of 30 days from the Deemed Date of Allotment till the listing of Bonds to the Bondholder(s).

In connection with listing of NCDs with BSE, the TBVFL hereby undertakes that: (a) It shall comply with conditions of listing of NCDs as may be specified in the Listing Agreement with BSE. (b) Rating obtained by the TBVFL shall be periodically reviewed by the credit rating agencies and any revision

in the rating shall be promptly disclosed by the TBVFL to BSE. (c) Any change in rating shall be promptly disseminated to the holder(s) of the NCDs in such manner as BSE

may determine from time to time. (d) The TBVFL, the Trustees and BSE shall disseminate all information and reports on NCDs including

compliance reports filed by the TBVFL and the Trustees regarding the NCDs to the holder(s) of NCDs and the general public by placing them on their websites.

(e) Trustees shall disclose the information to the holder(s) of the NCDs and the general public by issuing a press release in any of the following events: (i) default by the TBVFL to pay interest on NCDs or redemption amount; (ii) revision of rating assigned to the NCDs;

(f) The information referred to in para (e) above shall also be placed on the websites of the Trustees, TBVFL and BSE.

Undertaking by the Company The Issuer undertakes that: a) The complaints received in respect of the Issue shall be attended to by the issuer expeditiously and

satisfactorily; b) It shall take all steps for completion of formalities for listing and commencement of trading at the

concerned stock exchange where Non-Convertible Debentures are to be listed within specified time frame; c) Necessary co-operation to the credit rating agencies shall be extended in providing true and adequate

information till the debt obligations in respect of the instrument are outstanding. d) It shall use a common form of transfer for the instrument.

XII. DETAILS OF OTHER BORROWINGS (DEBT EQUITY RATIO, HIGHEST TEN HOLDERS OF EACH CLASS OR KIND OF SECURITIES, DETAILS DEBT SECURITIES ISSUED IN THE PAST, PARTICULARS OF DEBT SECURITIES ISSUED FOR CONSIDERATION OTHER THAN CASH OR AT A PREMIUM OR DISCOUNT OR IN PURSUANCE OF AN OPTION)

a. SECURED LOANS:

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Rs. in Million Particulars As on Sept 30

2016 As on March

31 2016 As on March

31 2015 (A) From Financial Institutions: BMW Financial Services 1.59 3.27 6.10 OAIS Auto Financial Services 2.06 2.78 4.03 (B) From Bank: State Bank of India – Term Loans 1,855.88 1,980.77 1712.56 State Bank of India – Overdraft - - 75.97 Union Bank of India – Acceptances - - 74.88 Non - Convertible Debentures 1500.00 1250.00 750.00

TOTAL:- 3,359.53 3,236.82 2623.54 b. UNSECURED LOANS: Rs. in Million

Particulars As on Sept 30 2016

As on March 31 2016

As on March 31 2015

Unsecured Loans - - 0.37

TOTAL:- - - 0.37 Details of Unsecured Loans: Rs. in Million

Particulars As on Sept 30 2016

As on March 31 2016

As on March 31 2015

In-House Productions Ltd. - - 0.26 Sigmatograph Pvt. Ltd. - - 0.11 Grand Total - - 0.37 Details of NCDs: Debenture Series

Tenor Coupon Amount Date of Allotment

Redemption Date/Schedule

Credit rating

Secured / Unsecured

Security

Secured, Taxable,

Redeemable, Non-

Convertible Debentures

of Rs.10 Lakhs each

6 Years

11.75% Rs.25 Crores

3rd January, 2014

In three equal installments on : 03.01.2018 03.01.2019 03.01.2020

“AA-” by Credit Analysis & research Ltd. (CARE) on 26.12.2013

Secured Immovable Properties: Bandra and Mulund; Movable Properties: Entire movable assets and current assets of the Company including Gymnasium equipments, Furniture and Fittings and any other equipments installed in the gymnasium

Secured, Taxable,

Redeemable, Non-

Convertible Debentures

of Rs.10 Lakhs each

6 Years

11.75% Rs.25 Crores

25th April, 2014

In three equal instalments on : 25.04.2018 25.04.2019 25.04.2020

“AA-” by Credit Analysis & research Ltd. (CARE) on 13.03.2014

Secured Immovable Properties: Bandra, Mulund, Solapur, Jaipur (Tonk Road), Indore, Kolkata, Jamshedpur and Ranchi; Movable Properties: Entire movable assets and current assets of the Company including Gymnasium

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equipments, Furniture and Fittings and any other equipments installed in the gymnasium

Secured, Taxable,

Redeemable, Non-

Convertible Debentures

of Rs.10 Lakhs each

6 Years

9.80% Rs.25 Crores

4th March, 2015

In three equal instalments on : 04.03.2019 04.03.2020 04.03.2021

“AA-” by Credit Analysis & research Ltd. (CARE) on 27.02.2015

Secured Immovable Properties: Bandra and Mulund; Movable Properties: Entire movable assets and current assets of the Company including Gymnasium equipments, Furniture and Fixtures and any other equipments installed in the gymnasium.

Secured, Taxable,

Redeemable, Non-

Convertible Debentures

of Rs.10 Lakhs each

6 Years

9.85% Rs. 25 Crores

6th November 2015

In three equal instalments on : 06.11.2019 06.11.2020 06.11.2021

“AA” by Credit Analysis & research Ltd. (CARE) on 29.10.2015 and ICRA Limited (ICRA) ON 20.10.2015

Secured Immovable Properties: Bandra and Mulund; Movable Properties: Entire movable assets and current assets of the Company including Gymnasium equipments, Furniture and Fixtures and any other equipments installed in the gymnasium.

Secured, Taxable,

Redeemable, Non-

Convertible Debentures

of Rs.10 Lakhs each

3 years

10.00% Rs. 25 Crores

7th December2015

On 07.12.2018

“AA” by Credit Analysis & research Ltd. (CARE) on 30.11.2015 and ICRA Limited (ICRA) on 04.12.2015

Secured Immovable Properties: Bandra and Mulund; Movable Properties: Entire movable assets and current assets of the Company including Gymnasium equipments, Furniture and Fixtures and any other equipments installed in the gymnasium.

Secured, Taxable,

Redeemable, Non-

Convertible Debentures

of Rs.10 Lakhs each

5 years

9.85% Rs. 20 Crores

17th June, 2016

On 17th June, 2021

“AA” by Credit Analysis & research Ltd. (CARE) on 13.06.16 and ICRA Limited (ICRA) on 13.06.16

Secured Immovable Properties: Bandra and Mulund; Movable Properties: Entire movable assets and current assets of the Company including Gymnasium equipments, Furniture and Fixtures and any other equipments installed in the gymnasium.

Secured, Taxable,

Redeemable, Non-

Convertible Debentures

of Rs.10

5 years

9.85% Rs. 30 Crores

8th July, 2016

On 8th July, 2021

“AA” by Credit Analysis & research Ltd. (CARE) on 13.06.16an

Secured Immovable Properties: Bandra and Mulund; Movable Properties: Entire movable assets and current assets of the Company including

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Lakhs each d ICRA Limited (ICRA) on 13.06.16

Gymnasium equipments, Furniture and Fixtures and any other equipments installed in the gymnasium.

c. DEBT EQUITY RATIO: Rs. in Million

Particulars Pre issue Post Issue Long Term Debt 2864.38 Shareholders’ Fund: Share Capital 297.05 Reserves and Surplus 4162.76 Net Worth 4459.81 Long Term Debt / Net Worth 0.64 (The figures above are as on 30.09.2016 and are considered only for the purpose of calculation of debt-equity ratio)

3. TOP 10 HOLDERS OF EACH CLASS AND KIND OF SECURITIES A. TOP 10 EQUITY SHAREHOLDERS: Sr. No. Name of Shareholder Number of

Equity Shares held 1 Prashant Sudhakar Talwalkar 2,887,780 2 Girish Madhukar Talwalkar 2,875,980 3 SmallCap World Fund, Inc. 2,389,000 4 Vinayak Ratnakar Gawande 1,931,900 5 Anant Ratnakar Gawande 1,920,200 6 Laxmi Shivanand Mankekar and Kedar Shivanand Mankekar 1,573,520 7 Harsha Ramdas Bhatkal 1,560,200 8 Unit Trust of India Investment Advisory Services Limited A/c Ascent India

Fund III 1,475,400

9 American Funds Insurance Series Global Small Capitalisation Fund 1,020,000 10 Bajaj Allianz Life Insurance Company Limited 796,301

List of all Debenture Holders: Sr. No. Name of Debenture Holders Amount (In Rs.)

1 Axis Bank Ltd 25,00,00,000 2 Union Bank of India 25,00,00,000 3 Axis Bank Ltd 25,00,00,000 4 Bajaj Allianz Life Insurance Company Limited 25,00,00,000 5 HDFC Standard Life Insurance Company Limited 25,00,00,000 6 The Laxmi Vilas Bank 40,00,00,000 7 Canara Bank 10,00,00,000

Amount of Corporate Guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, Group Company, etc.) on behalf of whom it has been issued.

Name of Company Corporate Guarantee (Amt in Rs.)

Denovo Enterpries Pvt. Ltd. 11,000,000 Denovo Enterpries Pvt. Ltd. 8,750,000 Aspire Fitness Pvt. Ltd. 20,000,000 Aspire Fitness Pvt. Ltd. 15,000,000 Aspire Fitness Pvt. Ltd. 2,500,000 Aspire Fitness Pvt. Ltd. 2,500,000

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Talwalkars Club Pvt. Ltd. 500,000,000 Inshape Health &Fitnez Pvt. Ltd. 21,800,000 TOTAL 581,550,000

Details of Commercial Paper as on September 30, 2016: Not applicable Details of rest of the borrowing (if any, including hybrid debt like FCCB, Optionally Convertible Debentures /Preference Shares) as on September 30 2016:Nil Details of all default/s and/or delay in payments of interest and principle of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the company , in the past 5 years: Nil Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of :

i. statutory dues: Nil ii. debentures and interest thereon: Nil

iii. deposits and interest thereon: Nil iv. loan from any bank or financial institution and interest thereon: Nil

4. PARTICULARS OF ANY OUTSTANDING BORROWINGS TAKEN/ DEBT SECURITIES ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, WHETHER IN WHOLE OR PART (II) AT A PREMIUM OR DISCOUNT OR (III) IN PURSUANCE OF AN OPTION

The TBVFL hereby confirms that it has not issued any debt securities or agreed to issue debt securities for consideration other than cash, whether in whole or in part, at a premium or discount or in pursuance of an option since inception. XIII. SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES AND OTHER BORROWINGS The Issuer Company hereby confirms that: a) The main constituents of Company’s borrowings have been in the form of borrowings from term money

borrowings from banks. b) There are no defaults on debt/ interest servicing obligations on borrowings. c) The Company shall obtain the required Consent(s) from the existing lenders/ trustees for current issue of

NCDs. Further the lenders/ trustees have not nominated any directors in the Board of Directors of the Company.

XIV. UNDERTAKING REGARDING COMMON FORM OF TRANSFER The NCDs shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/ CDSL/ Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these NCDs held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the TBVFL. The TBVFL undertakes that it shall use a common form/ procedure for transfer of NCDs issued under terms of this Disclosure Document.

XV. ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON THE FINANCIALS/CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY PROCEEDINGS AGAINST THE ISSUER/PROMOTERS, TAX LITIGATIONS RESULTING IN MATERIAL LIABILITIES, CORPORATE RESTRUCTURING EVENT ETC) AT THE TIME OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE INVESTOR’S DECISION TO INVEST / CONTINUE TO INVEST IN THE DEBT SECURITIES. No material event/development/change has taken place at the time of issue.

Page 56

XVI. PERMISSION/ CONSENT FROM PRIOR CREDITORS The TBVFL hereby confirms that it has requisite corporate approvals including borrowing power and accordingly is entitled to raise money through current issue of NCDs. The required consent/ permission/ approval from the Bondholders/ Trustees/ Lenders/ other creditors of the TBVFL shall be obtained in due course.

XVII. MATERIAL CONTRACTS INVOLVING FINANCIAL OBLIGATIONS OF THE COMPANY The contracts referred to in Para A below (not being contracts entered into in the ordinary course of the business carried on by the Company or entered into more than 2 years before the date of the Information Memorandum) which are or may be deemed to be material have been entered into by the Company. Copies of these contracts together with the copies of documents referred to in Para B may be inspected at the Corporate Office of the Company between 10 am and 12 noon on any working day until the closing of the subscription list. A. MATERIAL CONTRACTS a. Copy of letters appointing Arranger to the Issue. b. Copy of letter appointing Registrar and Transfer Agents and copy of MoU entered into between the

Company and the Registrar. c. Copy of letter appointing Axis Trustee Services Limited as Trustees to the Bondholders.

B. DOCUMENTS 1. Memorandum and Articles of Association of the Company. 2. Certificate of Incorporation. 3. Certificate of Commencement of Business. 4. Copy of the Board Resolution dated 10th November, 2016 authorising the current issue of NCDs. 5. Annual Reports of the Company for Financial Years 2013-14 and 2014-15, 2015-16 6. Credit Rating letter from and the rating rationale relating thereto. 7. Tripartite Agreement which will be executed between the Company, NSDL and the Registrar & Transfer

Agents. 8. Tripartite Agreement which will be executed between the Company, CDSL and the Registrar & Transfer

Agents.

XVIII. DECLARATION

It is hereby declared that this Disclosure Document contains full disclosures in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008and Securities & Exchange Board of India (Issue & Listing of Securities) (Amendment) Regulations, 2012) and Securities & Exchange Board of India (Issue & Listing of Securities) (Amendment) Regulations, 2014issued vide circular no. LAD-NRO/GN/2013-14/43/207 dated January 31, 2014 and the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014. The Company accepts no responsibility for the statement made otherwise than in the Disclosure Document or in any other material issued by or at the instance of the Company and that any one placing reliance on any other source of information would be doing so at his own risk. Signed by Ms. Avanti Sankav, Compliance Officer, pursuant to the authority granted by the Board of Directors of the Company in its meeting held on 10th November, 2016.

For Talwalkars Better Value Fitness Ltd.

(Ms. Avanti Sankav) Compliance Officer Date: 2nd January, 2017 Place: Mumbai (Maharashtra).

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XIX. ANNEXURES A. CREDIT RATING AND RATIONALE FROM CARE

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B. SHAREHOLDERS RESOLUTION

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C. BOARD RESOLUTION

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D. CONSENT LETTER FROM AXIS TRUSTEE SERVICES LIMITED

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E. SCHEDULE FOR NET CASH FLOW

Interest Rate 9.60% Issue Size (Rs) 250000000

Days Interest Date Int Amt Repayment Net Cash Flow 03-Jan-17 0 -250000000

365 03-Jan-18 24000000 0 24000000 365 03-Jan-19 24000000 0 24000000 365 03-Jan-20 24000000 0 24000000 366 03-Jan-21 24000000 83325000 107325000 365 03-Jan-22 16000800 83325000 99325800 365 03-Jan-23 8001600 83350000 91351600

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F. FINANCIALS

STANDALONE BALANCE SHEET

Particulars Notes to Accounts

No.

As at 30th Sept, 2016

As at 31st March, 2016

As at 31st March, 2015

As at 31st March, 2014

Rs. In Million Rs. In Million Rs. In Million Rs. In Million I. EQUITY & LIABILITIES 1) Shareholders' Funds (a)Share Capital 2 297.05 297.05 261.81 261.81 (b)Reserves and Surplus 3 4,162.76 3834.25 2381.34 2048.73 2) Non-Current Liabilities (a)Long Term Borrowings 4 2,864.38 2740.52 2357.78 1238.51 (b)Deferred Tax Liabilities (Net) 268.25 268.25 244.83 227.36 (c)Other Long Term Liabilities 5 17.54 21.14 2.00 122.58 4) Current Liabilities (a)Short Term Borrowings 6 - - - 300.00 (b)Trade Payables 7 91.24 94.48 134.52 82.49 (c)Other Current Liabilities 8 687.81 646.66 357.07 367.21 (d)Short Term Provisions 9 369.40 129.54 121.22 141.29

TOTAL 8,758.42 8031.89 5860.57 4789.98 II. ASSETS 1) Non- Current Assets (a)Fixed Assets 10 (i)Tangible Assets 4,125.88 4291.49 3945.21 3699.35 (ii)Intangible Assets 52.46 53.86 35.01 39.44 (iii)Capital Work In Progress 1,175.03 592.68 569.24 340.72 (iv)Intangible Assets under Development

3.32 3.32 3.32 3.32

(b)Non-Current Investments 11 314.67 114.57 72.31 109.50 (c)Long Term Loans and Advances 12 1,431.86 1121.89 333.81 199.67 (d)Other Non-Current Assets 13 0.22 0.21 0.09 0.09 2) Current Assets (a)Current Investments 14 0.22 0.22 0.22 0.22 (b)Inventories 15 0.50 0.39 0.42 0.63 (c)Trade Receivables 16 271.45 283.65 294.10 274.20 (d)Cash and Cash Equivalents 17 955.13 1200.26 443.10 41.56 (e)Short Term Loans and Advances 18 427.69 369.35 163.74 81.28

TOTAL 8,758.42 8031.89 5860.57 4789.98 Summary of significant accounting policies 1 The accompanying notes are forming part of the accounts

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STANDALONE PROFIT AND LOSS

Particulars Notes to Accounts

No.

For the period

Ended Sep 30, 2016

For the year Ended March 31,

2016

For the year Ended March

31, 2015

For the year Ended March 31,

2014

Rs. In

Millions Rs. In

Millions Rs. In Millions Rs. In

Millions 1. REVENUE a. Revenue from operations 19 1,479.38 2605.91 2240.86 1800.47 Less: Service tax 187.13 313.67 238.64 190.35 1,292.26 2292.24 2002.22 1610.12 b. Other Income 20 16.70 67.20 7.83 8.25

Total Revenue 1,308.95 2359.44 2010.05 1618.37 2. EXPENSES

(a) Changes in Inventories 21 (0.11) 0.03 0.21 0.92 (b) Purchase of stock in trade 22 0.62 - - 1.18 (c) Employee benefit expenses 23 219.56 336.64 307.09 293.97 (d) Financial costs 24 80.45 155.85 109.16 95.58 (e)Depreciation and amortization expenses 25 214.97 435.64 366.77 222.66 (f) Other expenses 26 319.12 605.31 567.83 507.75

Total Expenses 834.61 1533.47 1351.06 1122.06 3. Profit before exceptional and extraordinary items and tax (1 - 2)

474.34 825.97 658.99 496.31

4. Exceptional Items 27 - (0.28) - (0.28) 5. Profit before extraordinary items and tax (3 + 4)

474.34 825.69 658.99 496.03

6. Extraordinary Items - - - - 7. Profit before tax for the year (5 + 6) 474.34 825.69 658.99 496.03 8. Tax expense:

(a) Current tax 28 145.81 265.63 191.51 110.79 (b) Tax expenses relating to prior years 2.72 0.00 0.00 (c) MAT Credit Reversal / (Entitlement) 0.00 20.17 8.58 (d) Deferred tax 29 23.42 17.47 42.63 9. Profit(Loss) from the period from continuing operations (7 - 8)

328.53 533.92 429.84 334.03

10. Profit/(Loss) from discontinuing operations - - - - 11. Profit/(Loss) for the period (9 + 10) 328.53 533.92 429.84 334.03 12. Earning per equity share (of Rs. 10 each) :

(1) Basic 32 11.06 18.47 16.42 12.76 (2) Diluted 32 11.06 18.47 16.42 12.76 Summary of significant accounting policies 1 The accompanying notes are forming part of the accounts

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STANDALONE STATEMENT OF CASH FLOWS

Particulars Year ended 31.03.2016

Year ended 31.03.2015

Year ended 31.03.2014

Rs. In Million Rs. In Million Rs. In Million A CASH FLOW FROM OPERATING ACTIVITIES: Net profit before Extra-Ordinary Items & Tax 825.69 659.00 496.03 Non-cash expenses 435.64 366.77 222.66 Finance cost (Net) 155.85 109.19 95.58 Income from investment activity (61.13) (0.30) (1.93) (Profit)/Loss on sale of assets 0.28 - 0.28 530.64 475.66 316.59 Operating Profit before Working capital changes 1,356.33 1134.66 812.62 (Increase)/Decrease in Current Assets (873.48) (164.53) (10.87) (Increase)/Decrease in Trade and other receivables 10.44 (19.90) (135.96) Increase/(Decrease) in Trade and other payables 4.16 30.54 28.06 (858.88) (153.89) (118.76) Cash generated from operations 497.45 980.77 693.86 Net Income Tax (Paid) / Refund (271.82) (217.67) (100.64) Net cash from operating activities 284.49 763.10 593.22 B CASH FLOW FROM INVESTING ACTIVITES: Purchase of Long Term Investments (42.26) (0.10) -

Capital Expenditure on Fixed Assets including Capital Advances (707.84) (1088.82) (1023.42)

Proceeds from sale of fixed assets 1.43 306.83 44.95 Income from Investment activity 61.13 0.30 1.93 Purchase of short term investments (1237.27) (216.30) (412.80) Proceeds from sale of short term investments 1237.27 253.59 568.86 Net cash (used in)/from Investing activities (687.54) (744.50) (820.48)

C CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from Issue of Shares 1,074.81 - -

Issue proceeds from Non-Convertible Debentures 500.00 500.00 250.00 Repayment of Non-Convertible Debentures 0.00 (300.00) (250.00) Share/ Debenture issue expenses (60.61) (0.68) - Borrowings done 479.57 2754.14 991.27 Repayment of long term and other borrowings (458.09) (2299.59) (679.18) Finance cost paid (263.01) (224.98) (192.97) Dividend paid (44.56) (39.27) (39.27) Dividend tax paid (8.91) (6.67) (6.37) Net cash used in Financing Activities 1219.20 382.95 73.48

NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) 757.28 401.54 (153.78)

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 443.19 41.65 195.43

Cash & Bank Balances including Fixed Deposits 1200.47 443.19 41.65

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 1200.47 443.19 41.65

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CONSOLIDATED BALANCE SHEET

Particulars Notes to Accounts No.

As at 30th Sept, 2016

As at 31st March, 2016

As at 31st March, 2015

As at 31st March, 2014

Rs. In Million Rs. In Million Rs. In Million Rs. In Million I. EQUITY & LIABILITIES 1) Shareholders' Funds (a)Share Capital 1 297.05 297.05 261.81 261.81 (b)Reserves and Surplus 2 4,317.61 3972.96 2506.63 2143.11 2) Minority Interest

146.37 139.00 135.55 112.52

3) Non-Current Liabilities (a)Long Term Borrowings 3 3,194.13 3073.03 2778.56 1373.15 (b)Deffered Tax Liabilities (Net) 274.96 274.91 253.47 237.51 (c)Other Long Term Liabilities 4 17.54 2.00 11.44 131.69 4) Current Liabilities (a)Short Term Borrowing 5 8.66 11.87 6.95 307.54 (b)Trade Payables 6 100.20 100.40 146.23 98.22 (c)Other Current Liabilities 7 700.43 771.17 403.33 414.07 (d)Short Term Provisions 8 388.16 165.49 159.88 177.03

TOTAL 9,445.10 8807.88 6663.86 5256.65 II. ASSETS 1) Non- Current Assets (a)Fixed Assets 9 (i)Tangible Assets 4,611.49 4782.73 4395.26 4012.44 (ii)Intangible Assets 52.46 32.19 35.01 39.45 (iii)Capital Work In Progress 1,440.63 827.25 779.20 449.93 (iv)Intangible Assets under Development

3.32 3.32 3.32 3.32

(b)Non-Current Investments 10 102.10 98.58 50.50 87.79 (c)Long Term Loans and Advances 11 1,121.64 828.94 299.61 241.61 (d)Other Non-Current Assets 12 0.50 1.55 1.50 1.58 2) Current Assets (a)Current Investments 13 0.22 0.22 0.22 0.22 (b)Inventories 14 0.50 0.39 0.42 0.63 (c)Trade Receivables 15 317.28 316.80 340.98 320.45 (d)Cash and Cash Equivalents 16 1,082.21 1470.60 465.57 60.03 (e)Short Term Loans and Advances 17 712.75 508.32 292.28 39.20

TOTAL 9,445.10 8807.88 6663.86 5256.65 Summary of significant accounting policies 28 The accompanying notes are forming part of the accounts

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Particulars Notes to Accounts

No.

For the period Ended Sept

30, 2016

For the year Ended March

31, 2016

For the year Ended March

31, 2015

For the year Ended March

31, 2014 Rs. In Millions Rs. In Millions Rs. In Millions Rs. In Millions 1. REVENUE a. Revenue from operations 18 1,623.58 2862.27 2525.60 2094.56 Less: Service tax 205.34 348.57 269.05 221.83 1,418.24 2513.71 2256.55 1872.73 b. Other Income 19 16.87 67.64 8.57 10.77 Total Revenue 1,435.11 2581.35 2265.12 1883.50 2. EXPENSES (a) (Increase)/Decrease in stock in trade

20 (0.11) 0.03 0.21 0.92

(b) Purchase of stock in trade 21 0.62 - - 1.18 (c) Employee benefit expenses 22 246.78 393.56 369.20 358.61 (d) Financial costs 23 89.67 177.44 127.79 119.66 (e)Depreciation and amortization expenses

24 232.31 470.04 397.29 241.77

(f) Other expenses 25 367.69 684.75 641.87 584.91 Total Expenses 936.97 1725.83 1536.37 1307.05 3. Profit before exceptional and extraordinary items and tax (1 - 2)

498.14 855.52 728.75 576.46

4. Exceptional Items 26 - (0.28) - (0.28) 5. Profit before extraordinary items and tax (3 + 4)

498.14 855.24 728.75 576.18

6. Extraordinary Items - - - - 7. Profit before tax for the year (5 + 6) 498.14 855.24 728.75 576.18 8. Tax expense: (a) Current tax 27 145.81 275.71 208.76 125.19 (b) Tax expenses relating to prior years

2.60 (0.49) (0.04)

(c) MAT Credit Reversal / (Entitlement) - 20.17 7.87 (d) Deferred tax 23.29 16.53 45.38 9. Profit(Loss) from the period from continuing operations (7 - 8)

352.33 553.65 483.78 397.70

10. Profit/(Loss) from discontinuing operations

- - - -

11. Tax expense of discounting operations

- - - -

12. Profit/(Loss) from Discontinuing operations (12 - 13)

- - - -

13. Profit/(Loss) for the period (9 + 12) 352.33 483.78 483.78 97.70 14. Share of Profit from Associate 3.52 - - - 15. Share of Minority Interest 7.37 3.45 23.03 31.90 16. Profit/(loss) after Minority Interest 348.48 550.20 460.75 365.89 17. Earning per equity share (of Rs. 10 each) :

(1) Basic 28 (B) (3) 11.73 19.03 17.60 13.98 (2) Diluted 28 (B) (3) 11.73 19.03 17.60 13.98 Summary of significant accounting policies

28

The accompanying notes are forming part of the accounts

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CONSOLIDATED STATEMENT OF CASH FLOWS

Particulars Year ended 31.03.2016

Year ended 31.03.2015

Year ended 31.03.2014

Rs. In Million Rs. In Million Rs. In Million A CASH FLOW FROM OPERATING ACTIVITIES: Net profit before Extra-Ordinary Items & Tax 876.90 728.75 576.17 Depreciation &Amortisation 470.11 397.36 241.77 Finance cost (Net) 177.64 127.84 119.66 Income from investment activity (61.41) (0.63) (2.61) (Profit)/Loss on sale of assets 0.28 - 0.28 586.62 524.57 359.10 Operating Profit before Working capital changes 1463.52 1253.32 935.27 (Increase)/Decrease in Current Assets (895.05) (337.67) (10.29) (Increase)/Decrease in Non-Current Assets (15.54) (0.36) 0.02

(Increase)/Decrease in Trade and other receivables 6.50 (26.79) (152.40)

Increase/(Decrease) in Trade and other payables 50.37 27.35 48.19 Increase/(Decrease) in Current liabilities 89.35 (2.76) 9.09 (764.37) (340.23) (105.39) Cash generated from operations 699.15 913.09 829.88 Net Income Tax (Paid) / Refund (281.48) (223.63) (103.33) Share of Minority Interest (97.36) (51.34) (67.70) Net cash from operating activities 320.31 638.12 658.85 B CASH FLOW FROM INVESTING ACTIVITES: Purchase of Long Term Investments (42.26) (0.10) -

Capital Expenditure on Fixed Assets including Capital Advances (807.16) (1368.37) (1129.74)

Proceeds from sale of fixed assets 1.43 306.83 44.95 Income from Investment activity 61.41 0.63 2.61 Purchase of short term investments (1237.27) (216.30) (412.80) Proceeds from sale of short term investments 1237.27 253.59 568.86 Capital Advance (370.00) - - Share of Minority Interest 27.92 42.20 53.10 Net cash (used in)/from Investing activities (1128.66) (981.52) (873.02) C CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from Issue of Shares 1074.91 0.10 - Issue proceeds from Non-Convertible Debentures 500.00 500.00 250.00 Redemption of Non Convertible Debentures - (300.00) (250.00) Share/ Debenture issue expenses (60.61) (0.68) - Proceeds from Borrowings 1115.38 3161.32 995.40 Repayment of long term and other borrowings (610.99) (2325.69) (702.81) Finance cost paid (284.80) (249.31) (217.05) Dividend paid (44.56) (39.27) (39.27) Dividend tax paid (8.91) (6.67) (6.37) Share of Minority Interest 43.11 8.58 22.66 Net cash used in Financing Activities 1723.53 748.38 52.56

NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) 915.19 404.97 (161.62)

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CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 456.11 51.14 212.76

Cash & Bank Balances including Fixed Deposits 1407.81 466.71 61.17 Balance in Cash Credit facility - Less : Share Of Minority Interest (36.52) (10.60) (10.03)

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 1371.29 456.11 51.14

Auditor Qualifications for last three years, if any: Nil

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G. APPLICATION FORM

TALWALKARS BETTER VALUE FITNESS LTD. Registered Office: 801-813, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai – 400 026 Tel No: 022-66126300 (324)

Application Form No. ________

APPLICATION FORM FOR SECURED TAXABLE REDEEMABLE NON-CONVERTIBLE BONDS IN THE NATURE OF DEBENTURES The Board of Directors Dear Sirs, Having read, understood and agreed to the contents and terms and conditions of Talwalkars Better Value Fitness Limited Disclosure Document dated 2nd January, 2017, I/we hereby apply for allotment to me/us, of the under mentioned NCDs (hereinafter referred to as “NCDs”), out of the Private Placement Issue. I/We irrevocably give my/ our authority and consent to Axis Trustee Services Limited, to act as my/our Trustees and for doing such acts and signing such documents as are necessary to carry out their duties in such capacity. The amount payable on application as shown below is remitted herewith. I/We note that the Board of Directors are entitled in their absolute discretion to accept or reject this application in whole or in part without assigning any reason whatsoever. I/We confirm that I/we have not received and will not receive any commission or brokerage or any other incentive in any form, directly or indirectly, for subscribing to the Issue. APPLICANT’S DETAILS

SOLE/FIRST APPLICANT’S NAME IN FULL SIGNATORY/AUTHORISED SIGNATORY

SECOND APPLICANT’S NAME

THIRD APPLICANT’S NAME

ADDRESS (Do not repeat name) (Post Box No. alone is not sufficient)

Email: TEL FAX PIN CODE

SOLE/ FIRST APPLICANT CATEGORY (Tick one) INVESTMENT DETAILS

DETAILS FOR INTEREST PAYMENT/ REDEMPTION (Ref. Instructions) PAYMENT DETAILS RTGS details of Sole/ First Applicant

Cheque/ Demand Draft No.

Bank A/c No. Dated Name of the Bank Drawn on (Name of the Bank) Address of the Branch Branch Banker’s IFSC Code Applicants can alternatively remit their application money through RTGS to Talwalkars Better Value Fitness Ltd. (IFSC code UTIB0000004). SOLE/ FIRST APPLICANT’S BANK DETAILS (Ref. Instructions) INCOME TAX DETAILS (Ref. Instructions) Bank Name Sole/ First

Applicant Second Applicant

Third Applicant

Branch P.A,N. / G.I.R. NO. City Account Number I.T. Circle/ Ward/

District No.

Type of Account Savings Current Others TO BE FILLED IN ONLY IF THE APPLICANT IS AN INSTITUTION Name of the Authorized Signatory(ies) Designation Signature 1. 1. 2. 2. 3. 3. 4. 4.

Scheduled Commercial Bank Face Value Rs. 10,00,000/- (Rupees Ten Lacs Only) per NCD Financial Institution Issue Price Rs. 10,00,000/- Insurance Company Minimum Application 5 NCDs and in multiples of 1 NCD thereafter Mutual Fund Tenure 6 Years Company/ Body Corporate Put/ Call Option at the end of 3rd year from the date of allotment Provident/ Gratuity/ Superannuation Fund

Trust Redemption In three equal installments starting at the end of 4th Year

rom date of allotment Others (please specify) – Amount payable per Bond (i) Rs. 10,00,000/-

No. of Bonds Applied For (ii)

(PLEASE READ CAREFULLY THE INSTRUCTIONS ON THE NEXT PAGE BEFORE FILLING UP THIS FORM)

For Office Use Only

Date of Receipt of Application / /

Date of Clearance of Cheque / /

Page 84

DETAILS FOR ISSUE OF NCDS IN ELECTRONIC/ DEMATERIALISED FORM APPLICANT’S SIGNATURE(S)

Depository Name (please tick) NSDL CDSL Sole/ First Applicant Depository Participant Name DP-ID Number Client-ID Second Applicant Beneficiary Account Number Name of the Applicant Third Applicant

-----------*-------------*-----------*-----------*-------------*------------*-----------*-----------(Tear Here)-----------*-------------*-------------*-----------*-----------*----------*----------

TALWALKARS BETTER VALUE FITNESS LTD. Registered Office: 801-813, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai – 400 026 Tel No: 022-66126300 (324)

All future communication in connection with this application should be addressed to the Registrars: “Link Intime India Private Ltd.” [Address: C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West) Mumbai – 400 078. Tel: (022) 25946970; Fax No: (022) 2596 2691] quoting full name of Sole/ First Applicant, Application No., Number of Bonds applied for, Date, Bank and Branch where the application was submitted and Cheque/ Demand Draft Number and Issuing Bank.

(To be filled in by the Applicant) Received from_________________________________________________________________ Address______________________________________________________________________ an application for ___________ NCDs vide Cheque/ Demand Draft No. ___________________ Drawn on_____________________________________________________________________

Dated____________ amounting to Rs. _____________________________________________.

Note: Cheque(s) are subject to realisation.

Application Form No. ______

ACKNOWLEDGEMENT SLIP

Page 85

H. INSTRUCTIONS

INSTRUCTIONS 1. Application forms must be completed in full in BLOCK LETTERS IN ENGLISH. A blank space must be left

between two or more parts of the name.

A B C D E L T D

Signatures should be made in English or in any of the Indian languages. Thumb impressions must be attested by an authorised official of a Bank or by a Magistrate/ Notary Public under his/ her official seal.

1. Application forms duly completed in all respects must be submitted with the respective Collecting

Banker. Cheque(s)/ Demand Draft(s) should be drawn in favour of “Talwalkars Better Value Fitness Ltd.” and crossed “Account Payee only”. Cheque(s)/ Demand draft(s) may be drawn on any bank including a co-operative bank, which is a member or a sub-member of the Banker’s Clearing House located at Chennai, Bangalore, Hyderabad, Ahmedabad, Kolkata, New Delhi or Mumbai.

2. Applicants can alternatively remit the application money through RTGS to Axis Bank Ltd, A/c.

Talwalkars Better Value Fitness Ltd., 004010200059343 that carries the IFSC code of UTIB0000004. 4. Outstation cheques, cash, money orders, postal orders and stock invest shall not be accepted. 5. As a matter of precaution against possible fraudulent encashment of interest warrants due to

loss/misplacement, applicants are requested to mention the full particulars to their bank account, as specified in the Application Form. Interest warrants will then be made out in favour of the bank for credit to the applicant’s account. In case the full particulars are not given, cheques will be issued in the name of the applicant at his/ her risk. Alternatively the applicants may furnish their RTGS details for receipt of interest/ redemption amount(s) through RTGS mode.

6. Receipt of applications will be acknowledged by the respective Collecting Branch of the Bank in the

“Acknowledgment Slip”, appearing below the Application Form. No separate receipt will be issued. 7. All applicants should mention their Permanent Account Number or the GIR number allotted under

Income-Tax Act, 1961 and the Income-Tax Circle/Ward/District. In case where neither the PAN nor GIR number has been allotted, the fact of non-allotment should be mentioned in the application form in the space provided.

8. The application would be accepted as per the terms of the Scheme outlined in the Disclosure

Document for Private Placement dated 2nd January, 2017.