History

Talwalkars Better Value Fitness Limited. (previously known as Talwalkars Better Value Fitness Pvt Ltd.) commonly famous as Talwalkars, is one of the India's largest chain of health centres. It has over 100 ultramodern branches across 50 cities in the country, with over 1,00,000 members.

Directors
Our Company, Talwalkars Better Value Fitness Limited, was co-promoted in the year 2003 by the Talwalkar Group and the Gawande Group with the object of developing Talwalkars brand as a leader in health clubs. Through the industry expertise of Mr. Madhukar Talwalkar and guidance of our co-promoters namely, Girish Talwalkar, Prashant Talwalkar, Vinayak Gawande, Anant Gawande and Harsha Bhatkal, we have enhanced our brand equity and pan- India presence.

Mr. Madhukar Vishnu Talwalkar,

Executive Chairman,

Mr. Madhukar Vishnu Talwalkar, is the Executive Chairman of our Company. He holds Bachelors degree in Textile Engineering from Veer Jijamata Technical Institute, Mumbai and has 50 years of experience in health and fitness industry. He has been the Founder President of Greater Bombay Body Builders Association and is the current President of Maharashtra State Body Builders Federation. He has been driving force for our company, guiding us for our expansion and positioning and has significantly contributed in our being leader in the industry of health and fitness.

Mr. Prashant Sudhakar Talwalkar,

Managing Director and CEO,

Mr. Prashant Sudhakar Talwalkar, is the Managing Director and CEO of our Company. He holds Bachelors degree in Science from University of Mumbai and has 25 years experience in marketing of health clubs. He has been spearheading the effort to evolve as efficient and currently he is the Managing Director of our Company. The health clubs / spas of Talwalkars Pantaloon Fitness Private Limited are pioneered and supervised by him. He has been a key person to expand the brand-name of our Company in events like the Pantaloons Femina Miss India 2009 and Standard Chartered Mumbai Marathon 2008 and 2009. He is also responsible for corporate tie ups and other promotional activities of our Company.

Mr. Vinayak Ratnakar Gawande,

Whole-time Director,

Mr. Vinayak Ratnakar Gawande, is the Whole-time Director of our Company. He holds Bachelors Degree in Commerce from Mumbai University and has 30 years 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.

Mr. Girish Madhukar Talwalkar,

Whole-time Director,

Mr. Girish Madhukar Talwalkar, is the Whole-time Director of our Company. He holds Masters Degree in Physiotherapy from Mumbai University and has 20 years experience in handling the task of setting up and running health clubs. His expertise in project management and execution has helped the growth of our Company. He is responsible for strategic planning, corporate tie ups and human resource (HR) function of our Company and other promotional activities.

Mr. Harsha Ramdas Bhatkal,

Whole-time Director,

Mr. Harsha Ramdas Bhatkal, is the Whole-time Director of our Company. He holds a Bachelors Degree in Commerce and a Masters Degree in Business Administration from Jamnalal Bajaj Institute of Management Studies, Mumbai and has 25 years experience in publishing and marketing industry. Following, this he worked as a business journalist for Update magazine and then joined his family owned Popular Prakashan Private Limited as sales manager. He took over Value Added News Service a fledgling business database service and went on to create Vans Information one of the pioneers in the electronic information services in India. He has won several awards, including the Paul Hamlyn scholarship for young Indian publishers as also the Award for excellence in publishing given by the Federation of Indian Publishers to young Indian publishers He is responsible for brand strategy and overall marketing of the brand of our Company.

Mr. Anant Ratnakar Gawande,

Whole-time Director and CFO,

Mr. Anant Ratnakar Gawande, is the Whole-time Director and CFO of our Company. He is a fellow member of the Institute of Chartered Accountants of India since 1989 and has 20 years experience in the finance industry with specialization in leasing and hire purchase finance, investment banking, portfolio advisory services and general banking service. He has promoted Anfin Investments Private Limited and has been associated in the past with Better Value Leasing and Finance Limited, Vans Information Limited, Brainworks Learning Systems Private Limited and Popular Institute of Art Private Limited. 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.

Mr. Manohar Gopal Bhide,

Non- Executive - Independent Director ,

Mr. Manohar Gopal Bhide, is the Non- Executive - Independent Director of our Company. He holds Masters degree in Arts in Economics from Mumbai university and has experience of 49 years in the area of banking and finance. He has been the Chairman and Managing Director of Bank of India. He was also associated with 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 Banking 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 the high level committee set up investigate activities of the Unit Trust of India and the expert committee appointed by the Government of India to review the system of administered interest rates and other related issues.

Mr. Raman Hirji Maroo,

Non- Executive - Independent Director,

Mr. Raman Hirji Maroo, is the Non- Executive - Independent Director of our Company. He holds Bachelors of Science degree from Mumbai University and has a 30 years experience in the field of Entertainment Industry. Currently, he is the Managing Director of Shemaroo Entertainment Private Limited (Shemaroo). Mr. Maroo joined Shemaroo in 1974. In the year 1987, he acquired Hindi Film Video Rights for Home Video and cable and satellite distribution. He was responsible

for Shemaroos joint venture partnership with Sony Pictures Entertainment (LS, USA) to set up Sony Entertainment Television in India.

Mr. Mohan Motiram Jayakar,

Non- Executive - Independent Director ,

Mr. Mohan Motiram Jayakar, is the Non- Executive - Independent Director of our Company. He holds a bachelors degree in law from Government Law Collage, Mumbai and obtained his solicitors degree in the year 1975. He was a partner with M/s. Gagrat & Co. for 22 years, 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 a member of shipping committee of the Bombay Chamber of Commerce and has attended to International Commercial Commodity Arbitrations and Shipping and other Maritime Arbitrations. He was also a member of the panel of Arbitrators of Bombay Incorporated Law Society. He has attended to Joint Ventures, Acquisitions and Mergers and advised corporate in setting up entities in Free Trade Zone in India as well as Tax Havens worldwide including the Free Trade Zone Dubai. He has vast experience in commercial litigations, writ litigations, election petitions, Public Interest Litigations and has appeared before various court including Board of Industrial and Financial Reconstruction & Appellate Authority of Industrial and Financial Reconstruction and Commission rates 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. He is presently the senior partner in M/s. Khaitan, Jayakar, Sud and Vohra and heads the entire operations of the Mumbai branch of the firm.

Dr. Avinash Achyut Phadke,

Non- Executive - Independent Director,

Dr. Avinash Achyut Phadke, is the Non- Executive - Independent Director of our Company. He passed D.P.B. in October, 1980 and was awarded Dr. Salaskar Gold Medal for the same and M. D. (Path) from Mumbai University in April, 1981 and was awarded special merit certificate for the same from the University of Bombay and has 30 years of experience in pathologic practice. He participated in many regional, national and international conferences. He is Honorary Secretary to prince Aly Khan Hospital and president of executive committee and advisor to Prince Aly khan Hospital and Aga Khan Health Foundation. He is also a faculty member at Tata Institute of Social Science, Bhabha Atomic Research Centre, advisor to Family Planning Association of India, Dhanwantari Hospital, Teacher for M.D. Pathology, Bombay University. He has been awarded with Times of India group of publication Professional of the year award by Maharashtra Times in year 2008, Healthcare express award selected as one of the beast fifty healthcare professionals in the country in the year 2008, Best Laboratory award one of the beast quality labs in the country in the group of top seven quality laboratories in India in May 2009 by Healthcare Express, Distinguished Doctor Award by Indian Medical Association Mumbai at special felicitation function held at IMA hall on July 05, 2009.

Mr. Abhijeet Rajaram Patil,

Non- Executive, Independent Director,

Mr. Abhijeet Rajaram Patil, is the Non- Executive, Independent Director of our Company. He holds a Bachelors Degree in Commerce from Mumbai University and is having 24 years of experience in tourism industry. He has worked with Eli Lilys global marketing team, USA soon after completing his graduation. Mr. Abhijeet Patil has been involved in the family travel business since the age of 12 years. Currently, he is the Chairman and Chief Executive Officer of Raja Rani Travels Private Limited.

Mr. Glenn Mario Saldanha,

Non- Executive, Independent Director,

Mr. Glenn Mario Saldanha, is the Non- Executive, Independent Director of our Company. He holds a Bachelors Degree in Pharmacy from Mumbai University

and is Masters Degree in Business Administration from Leonard Stern School of Business, New York University and is having 15 years of experience in Pharmaceutical Industry. He has worked with Eli Lilys global marketing team, USA soon after completing his graduation. Mr. Saldanha has also worked with PriceWater House Copper, USA and has had an opportunity to work for pharmaceutical companies like, Rone Poulenc Rhorer, Bristol Myers Squibb, Astra Merck and Smith Kline Beecham, as consultant. Currently, he is the Managing Director and Chief Executive Officer of Glenmark Pharmaceuticals Limited.

Training Academy
Based in Thane, Talwalkars Training Academy is dedicated to providing cuttingedge programming and educational information to aspiring fitness professionals. Students get access to exclusive research information and industry trends, including articles, instructor forums, training information, product and programming updates, and special editorial features by noted leaders in the fitness industry. In Talwalkars tradition, the academy supports research and education in exercise science and fitness. We offer: Continuing education sessions for budding fitness professionals Equipment training workshops Information about fitness and tips for exercise adherence

Franchisee Opportunity
We believe in partnering with strong local players with good management record in entering newer areas. We have entered into franchisee agreements in the past to enter certain markets. Since the gymnasium business is booming in India, and Talwalkars is seeking like-minded partners to expand their reach. This is the right time to set-up a franchise business in this booming business. Buying a Talwalkars license will provide you access and support from the company every

step of the way, right from the initial information, to setting up shop and continued support in management.

Benefits in partnering with Talwalkars

Talwalkars is one of the largest chain of health centres. We provide comprehensive and incisive insights into the market, customer behaviour and dynamics of the business. The Talwalkars name, our skills and experience in site selection, design, gym layout, planning, managing, marketing and servicing will ensure revenue. We provide the complete infrastructure to start the gym, management, recruitment, training and marketing. We will help you with national advertising and guidance in local marketing and advertising. We are one of the few organizations in the fitness industry with resources to invest in research and brand building.

You will benefit from existing schemes like August discount schemes, April schemes, etc. We will internally train as well as provide on the job training enabling the existing & new employees to maximize their performance. You will be included in all major marketing thrusts, events and promotions. We provide a specially designed software package to enhance customer management. Advantage of knowledge and experience gathered at other centres.

Talwalkars HI FI

Talwalkars HI FI - The fitness center

Smaller no frills but high value formats, These are more than just militarized version of traditional models we are reengineering every aspect of the gym to deliver a good experience at low cost making it affordable across the board You can launch Hi Fi with as low as Rs 50 lacs investment, ROIs of these models are designed to be upwards of 35% going to even 50%, giving a payback of 2 2.5 years, making this a very profitable business opportunity with low risk All models are fully air conditioned with all facilities of a top class fitness centre

The approach
Talwalkars has a top notch team of management professionals backed by architects, equipment vendors material suppliers etc This team will examine the location and area suggest and plan and model based on the demographics and economic conditions of the population in the area The team will then roll out the model i.e set up the entire project from laying the first brick to delivering a ready club that will cover all aspects. You just sign up the contract and leave all the hassles to Talwalkars Hi FI team.

The benefits
Globally as proven, a business that takes a franchising route has far more chances of success than an own startup. Talwalkars is the only company in this sector to be listed in stock market with a market cap of around rs 500 crs, being 77 years in this business the skills and knowledge acquired over the years are unparalleled.

BOARD OF DIRECTORS' CODE OF CONDUCT

Purpose Our commitment to ethical and lawful business conduct is a fundamental shared value of our Board of Directors, management and employees and critical to the company's success. Our standards for business conduct provide that we will uphold ethical and legal standards vigorously as we pursue our financial objectives, and that honesty and integrity will not be compromised by us anywhere at any

time. Consistent with these principles, our, Board has adopted this Code of Conduct as a guide to the high ethical and legal standards expected of its members. Guidelines In performing their Board and Board Committee functions, our directors will: Act diligently, openly, honestly and in good faith. Provide leadership in advancing the company's Vision, Values and Guiding Principles. Discharge their duties, as members of the Board and of any Board Committees on which they serve, in accordance with their good faith business judgment and in the best interests of the company and its shareholders. Become and remain familiar with our business and the economic and competitive environment in which the company operates and understand our principal business plans, strategies and objectives; operations results and financial condition; and relative marketplace position. Commit the time necessary to prepare for, attend (in person or telephonically, as appropriate) and actively participate in regular and special meetings of the Board and of the Board Committees on which they serve. Inform the Chairman of the Board of changes in their employment, other board positions, relationships with other business, charitable, and governmental entities, and other events, circumstances or conditions that may interfere with their ability to perform their Board or Board Committee duties or impact the Board's assessment of whether they meet the independence requirements of Listing Agreements. Not enter into, without the prior approval of the disinterested members of the Board, any transaction or relationship with the Company in which they will have a financial or personal interest (either directly or indirectly, such as through a family member or other person or organization with which they are associated), or any transaction or situation which otherwise involves a conflict of interest.

Maintain the confidentiality of all material non-public information about the Company, its business and affairs. Abide by all applicable laws and regulations and our Insider Trading Compliance Program.

New brand Hi Fi to take on Tier III and IV cities

Talwalkars Better Value Fitness held its analyst meet for launching its new low-cost gym brand Hi Fi and to discuss the road ahead. Mr. Madhukar Talwalkar - Chairman, Mr. Prashant Talwalkar - Managing Director & CEO and Mr. Anant Gawande CFO addressed the meet.

Highlights of the meet:

Talwalkars now has 100 health clubs in 50 towns out of which 30 clubs were launched in last one year. It will launch 40 more health clubs in this year. Going forward, it is planning to have 180 Talwalkars health clubs in FY13, 225 in FY14 and 300 in FY15.

The company is confidant of achieving this numbers, as India's penetration of membership is very low, which stands at 0.4% compared to other countries. It now has 5 lakh sq.ft. of gym space and over 1 lakh members. 58% of total gyms is in Tier I cities. Older gyms are growing at the rate of 5% to 7%. 12 to 13 Talwalkars health clubs will come in Uttar Pradesh, Bihar and Jharkand states in next 6 to 12 months. The company is all set to take its expansion to the next level with a new concept in gyms which will enable the middle income population in the smaller towns and cities across India to avail of high quality gyms at reasonable prices. So they launched the Healthy India Fit India Movement through its new value brand Hi Fi. It will target at Tier III and Tier IV cities where population is about 5 lakh. The next two quarters will see the launch of 10 new Hi Fi gyms while the target for the full fiscal is in the range of 25 gyms. Some of the towns where it has advanced plans to open are Amravati, Anand, Gulbarga, Hissar, Kurnool, Porbander, Ratnagiri, etc The company is planning to have 75 Hi Fi gyms in FY13, 150 in FY14 and 250 in FY15.

A Hi Fi gym will have all the key facilities of the existing health clubs including imported equipment, air-conditioning, generator back up, excellent ambience, high quality personal trainers etc. Each Hi Fi gym is expected to cost only between Rs. 75 lakh to Rs. 95 lakh as against the existing model which costs around Rs. 1.75 crore to Rs. 2 crore. Also size will be in range of 2500 - 2800 sq.

ft. compared to regular one of 4500-5000 sq.ft. Fees will be also less, in the range of Rs. 8000 - Rs. 9000 compared to regular one of Rs. 13000 - Rs. 15000. Hi -Fi will be setup in Joint Venture (JV) and Franchisee model while regular gyms will be owned or in JV format Rent for Hi Fi will be considerably low, which will be around 3% to 4% of revenue compared to regular one which is around 10% to 12% of revenue. The company will not change its fees structure for at least next 1 year.

Annual Membership Offer

Talwalkars Better Value Pvt Ltd (TBVF), commonly famous as Talwalkars, is India's largest chain of health centres. It has 45 ultramodern branches across major cities in the country, with 50,000 members. A healthy body is the perfect compliment to a brilliant mind. Building a strong masculine physique or a graceful feminine figure, Talwalkars has a complete health club to help you achieve your fitness objectives. A team of qualified fitness instructors, medical specialists, and the latest international equipment synergise to give you the best fitness experience in the country.

Fitness programmes for Women : Contrary to popular belief, weight

and resistance training is very important for women of all ages. Instructed properly under the tutelage of Talwalkar's trainers, the risk of injury is mitigated to non-existent levels.To address the other concern or inhibition as it may be appropriately described. Weight training programs at Talwalkars are not only designed to make you look like "masculine" but also healthy and fit. Strength training programs for women ensure well-balanced, injury free lifestyles for modern living.

Fitness Programmes for Back Problems : Each one of us has had

some form of back pain at some point in life. This could be a sports related injury, sprain, or injury on account of bad posture or lack of fitness (to quote a few from a range of causes). The first step to a healthy back is an improvement of general fitness and programmes at Talwalkars are designed to cater to individual requirements.

Aerobics

: The dance exercise popularly called 'Aerobics' is just one of a number of moderate exercises, performed for extended periods of time, that increase one's heart and breathing rates. For example, running a kilometer at a moderate pace is an aerobic exercise, but sprinting is not. It confers many health benefits, apart from burning calories very effectively. Talwalkars set up the National Institute of Aerobics (NIA) in Mumbai, under the supervision of experts. NIA introduced low impact aerobics, bench workouts, circuit training, interval training and cross training.

Bibliography :

http://www.talwalkars.net/index.aspx