Turtlemint Fintech Solutions Limited

• Expenditure towards cloud and server related infrastructure of our Company₹25.6 Cr
• Salary expenditure towards the technology and product development teams of our Company₹193 Cr
• Expenditure towards marketing initiatives by our Company₹39.1 Cr
• Expenditure towards lease payments for existing properties of our Company and our wholly owned Subsidiary, TIB₹43.1 Cr
• Investment in our wholly owned Subsidiary, TIB, for funding its working capital requirements₹129 Cr
• Funding inorganic growth through unidentified acquisitions and strategic initiatives and general corporate purposes₹151 Cr

Except as disclosed in this section, there are no outstanding criminal proceedings, actions by regulatory and statutory authorities, disciplinary action including penalties imposed by SEBI or Stock Exchanges against the Promoters in the last five financial years, outstanding claims related to direct or indirect tax matters (except where the monetary amount involved exceeds the Materiality Threshold), or other pending litigation or arbitration proceedings involving the Relevant Parties as determined to be material pursuant to the Materiality Policy. There are no outstanding criminal proceedings against Key Managerial Personnel and members of Senior Management. The Company has no Group Companies.

• The Company has incurred losses 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, and proforma loss of ₹2,025.62 million, ₹1,869.90 million and ₹2,837.56 million on a proforma basis in Fiscals 2025, 2024 and 2023, respectively.(Financial Performance)

• The Company has witnessed negative cash flows from operations (net cash flow (used) in operating activities was (₹1,753.07) million, (₹1,634.10) million, (₹2,158.08) million, (₹2,416.66) million and (₹2,859.16) 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)

• The Company's Net Worth has decreased from as of March 31, 2023 to December 31, 2025 and it had negative Return on Net Worth and negative EPS in the nine months period ended December 31, 2025 and December 31, 2024 and Fiscals 2025, 2024 and 2023.(Financial Performance)

• The Company's revenue from operations decreased by 81.27% from ₹4,199.17 million in Fiscal 2023 to ₹786.42 million in Fiscal 2024 primarily due to a significant decrease in income from marketing fees as a result of insurance companies significantly reducing their marketing spend on account of regulatory changes implemented by the IRDAI.(Regulatory)

• The Company earned nil/minimal income from marketing fees in the nine months period ended December 31, 2025 and December 31, 2024 and Fiscal 2025, and income from marketing fees as a percentage of proforma revenue from operations declined from 66.41% in Fiscal 2023 to 7.13% in Fiscal 2024.(Revenue Concentration)

• 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 acquired Turtlemint Insurance Broking Services Private Limited on May 8, 2024 and does not have a long consolidated operating history through which its overall performance may be evaluated.(Operational History)

• The Unaudited Proforma Financial Information prepared for this Prospectus is presented for illustrative purposes only to illustrate the impact of the TIB Acquisition on results of operations as if the acquisition had been consummated on April 1, 2024, April 1, 2023 and April 1, 2022 and may not accurately reflect future results of operations.(Financial Reporting)

• Turtlemint Fintech Solutions Limited - Corrigendum to RHP23 Jun 2026
• Turtlemint Fintech Solutions Limited- RHP15 Jun 2026