Turtlemint Fintech Solutions Limited

• Expenditure towards cloud and server related infrastructure of the Company₹256 Cr
• Salary expenditure towards the technology and product development teams of the Company₹1.93k Cr
• Expenditure towards marketing initiatives by the Company₹391 Cr
• Expenditure towards lease payments for existing properties of the Company and its wholly owned Subsidiary, TIB₹431 Cr
• Investment in its wholly owned Subsidiary, TIB, for funding its working capital requirements₹1.29k Cr
• Funding inorganic growth through unidentified acquisitions and strategic initiatives and general corporate purposes

Except as disclosed in this section, as on the date of this Red Herring Prospectus, there are no outstanding (i) criminal proceedings (including matters which are at first information report (FIR) stage whether cognizance has been taken or not by any court or any judicial authority) involving our Company, Subsidiaries, Promoters and Directors (collectively the Relevant Parties); (ii) actions by regulatory and statutory authorities involving the Relevant Parties; (iii) all disciplinary action including penalties imposed by SEBI or any of the Stock Exchanges against the Promoters in the last five financial years, preceding the date of this Red Herring Prospectus including outstanding action; (iv) outstanding claims related to direct or indirect tax matters involving the Relevant Parties (disclosed in a consolidated manner, giving the number of cases and total amount involved), except where the monetary amount involved in the matter exceeds the Materiality Threshold (as defined below); and (v) other pending litigation or arbitration proceedings involving the Relevant Parties as determined to be material pursuant to the Materiality Policy. Further, except as disclosed in this section, there are no outstanding criminal proceedings (including matters which are at FIR stage whether cognizance has been taken or not by any court or any judicial authority and all actions (including all inspections, disciplinary actions, penalties and show cause notices) by regulatory and statutory authorities against our Key Managerial Personnel and members of Senior Management.

• The Company has incurred losses and negative cash flows from operations for the periods ended December 31, 2025, December 31, 2024, and Fiscals 2025, 2024, and 2023, and its Net Worth has decreased. The Company has negative Return on Net Worth and negative EPS for these periods.(Financial Performance)

• The Company's revenue from operations decreased by 81.27% in Fiscal 2024 compared to Fiscal 2023 primarily due to a significant decrease in income from marketing fees, which declined from 66.41% of proforma revenue in Fiscal 2023 to 7.13% in Fiscal 2024.(Financial Performance)

• The Company's revenue from operations increased in the nine months period ended December 31, 2025 compared to the nine months period ended December 31, 2024 primarily due to an increase in income from distribution of financial products on account of higher insurance commissions from Insurer Partners resulting from an increase in the number of insurance policies sold.(Financial Performance)

• The Company has a short consolidated operating history following the acquisition of Turtlemint Insurance Broking Services Private Limited on May 8, 2024, and the Unaudited Proforma Financial Information presented in the Red Herring Prospectus is for illustrative purposes only and may not accurately reflect future results of operations.(Operational History)

• The Company's Net Worth decreased from as of March 31, 2023 to December 31, 2025 primarily due to losses incurred in these years/periods, which reduced retained earnings and consequently, total equity.(Financial Performance)

• The Company's revenue from operations increased in Fiscal 2025 compared to Fiscal 2024 primarily due to the consolidation of TIB's results of operations following the TIB acquisition with effect from May 8, 2024.(Financial Performance)

• The Company's revenue from operations decreased in Fiscal 2024 compared to Fiscal 2023 primarily on account of a significant decrease in income from marketing fees in Fiscal 2024 compared to Fiscal 2023 as a result of insurance companies significantly reducing their marketing spend on account of certain regulatory changes implemented by the IRDAI.(Regulatory)

• The Company has incurred losses for the period/ year of (₹1,873.89) million, (₹1,546.63) million, (₹1,941.05) million, (₹1,933.48) million and (₹2,881.83) million on a restated basis in the nine months period ended December 31, 2025 and December 31, 2024, and Fiscals 2025, 2024 and 2023, respectively.(Financial Performance)

• TURTLEMINT FINTECH SOLUTIONS LIMITED - PROSPECTUS24 Jun 2026
• Turtlemint Fintech Solutions Limited - Corrigendum to RHP23 Jun 2026