Turtlemint Fintech Solutions Ltd IPO

Strong positioning in the PoSP landscape driving scalable pan India distribution.

Diversified and granular Digital Partner network enabled by tech-driven training.

Long-term partnerships with multiple Insurer Partners;

Consistently strong earnings and high Digital Partner retention drive favourable unit economics and operating leverage

The company has incurred loss for the period/ year of (Rs.1,873.89) million, (Rs.1,546.63) million, (Rs.1,941.05) million, (Rs.1,933.48) million and (Rs.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 for the year of (Rs.2,025.62) million, (Rs.1,869.90) million and (Rs.2,837.56) million on a proforma basis, in Fiscals 2025, 2024 and 2023, respectively. The company has also witnessed negative cash flows from operations (net cash flow (used) in operating activities was (Rs.1,753.07) million, (Rs.1,634.10) million, (Rs.2,158.08) million, (Rs.2,416.66) million and (Rs.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). The company Net Worth has decreased from as of March 31, 2023 to December 31, 2025 and its 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. If the company is unable to generate adequate revenue growth and manage its expenses and cash flows, the company may continue to incur losses and its business, financial condition, results of operations and cash flows may be adversely affected.

The company derives majority of revenue from general insurance companies (contributing 93.27% and 87.20% of its revenue from operations in the nine months period ended December 31, 2025 and December 31, 2024, respectively, and 88.21%, 79.35% and 71.07% of the company proforma revenue from operations in Fiscals 2025, 2024 and 2023, respectively), primarily from the sale of motor insurance products. Any loss of relationships with general insurance companies, constraint on sale of general insurance products, particularly motor insurance, offered by them or any inability to diversify its portfolio mix, could has a material adverse effect on the company business, prospects, financial condition, results of operations and cash flows.

The company derived almost all its revenues from commissions, rewards and fees received from Insurer Partners and other financial service providers in the nine months period ended December 31, 2025 and December 31, 2024, and Fiscals 2025 and 2024 (income from distribution of financial products accounted for 98.91% and 96.96% of its revenue from operations in the nine months period ended December 31, 2025 and December 31, 2024, respectively, and proforma income from distribution of financial products accounted for 97.99%, 90.75% and 29.56% of the company proforma revenue from operations in Fiscals 2025, 2024 and 2023, respectively). Any reduction in these fee rates may has an adverse effect on the company business, financial condition, results of operations and cash flows.

The Company acquired Turtlemint Insurance Broking Services Private Limited with effect from May 8, 2024 from one of its Promoters, Dhirendra Nalin Mahyavanshi, and accordingly, the company does not has a long consolidated operating history through which its overall performance may be evaluated. Further, the Unaudited Proforma Financial Information prepared for this Red Herring Prospectus is presented for illustrative purposes only to illustrate the impact of the TIB Acquisition on the company 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 its future results of operations.