Turtlemint Fintech Solutions Limited IPO

The company has incurred loss for the period/ year of (Rs.1,251.48) million, (Rs.989.13) million, (Rs.1,941.05) million, (Rs.1,933.48) million and (Rs.2,881.83) million on a restated basis in the six months period ended September 30, 2025 and September 30, 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.1,274.80) million, (Rs.1,202.84) million, (Rs.2,158.08) million, (Rs.2,416.66) million and (Rs.2,859.16) million on a restated basis in the six months period ended September 30, 2025 and September 30, 2024, and Fiscals 2025, 2024 and 2023, respectively). The company's Net Worth has decreased from as of March 31, 2023 to September 30, 2025 and the company had negative Return on Net Worth and negative EPS in the six months period ended September 30, 2025 and September 30, 2024 and Fiscals 2025, 2024 and 2023. If the company is unable to generate adequate revenue growth and manage the company's 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 92.46% and 84.38% of its revenue from operations in the six months period ended September 30, 2025 and September 30, 2024, respectively, and 88.21%, 79.35% and 71.07% of its 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 the company's portfolio mix, could have a material adverse effect on its business, prospects, financial condition, results of operations and cash flows.

The company derived almost all the company's revenues from commissions, rewards and fees received from Insurer Partners and other financial service providers in the six months period ended September 30, 2025 and September 30, 2024, and Fiscals 2025 and 2024 (income from distribution of financial products accounted for 98.91% and 95.81% of its revenue from operations in the six months period ended September 30, 2025 and September 30, 2024, respectively, and proforma income from distribution of financial products accounted for 97.99%, 90.75% and 29.56% of the company's proforma revenue from operations in Fiscals 2025, 2024 and 2023, respectively). Any reduction in these fee rates may have an adverse effect on its 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 the company's Promoters, Dhirendra Nalin Mahyavanshi, and accordingly, the company does not have a long consolidated operating history through which its overall performance may be evaluated. Further, the Unaudited Proforma Financial Information prepared for this UDRHP-I is presented for illustrative purposes only to illustrate the impact of the TIB Acquisition on the company's 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.

The company depends heavily on its Digital Partners and incur significant costs in recruiting, activating, managing and retaining them. Cost of acquiring and retaining Digital Partners accounted for 76.58% and 62.51% of the company's total expenses in the six months period ended September 30, 2025 and September 30, 2024, respectively, and 69.98%, 66.61% and 69.59% of its proforma total expenses in Fiscals 2025, 2024 and 2023, respectively. Attracting, managing and retaining Digital Partners is critical to the company's business, and failures to do so in a cost-effective way may have an adverse effect on its business, prospects, financial condition, results of operations and cash flows.

The company's revenue from operations have experienced significant changes due to certain regulatory developments and the acquisition of TIB, which has and may continue to affect the comparability of its past and future financial performance. Income from marketing fees constituted 53.62% and 88.05% of the company's revenue from operations in Fiscals 2024 and 2023, respectively, however, it ceased to be a major source of revenue in Fiscal 2025 and the six months period ended September 30, 2025 and September 30, 2024 following certain regulatory developments in Fiscal 2024, which resulted in changes in terms of engagement with Insurer Partners. Conversely, following the TIB Acquisition in Fiscal 2025 (after which it became its Subsidiary), income from distribution of financial products, which constituted 8.83% and 0.58% of the company's revenue from operations in Fiscals 2024 and 2023, respectively, increased significantly to 97.63%, 98.91% and 95.81% of its revenue from operations in Fiscal 2025 and the six months period ended September 30, 2025 and September 30, 2024, respectively.

The company earned nil/minimal income from marketing fees in the six months period ended September 30, 2025 and September 30, 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, which led to an adverse affect on its business, financial condition, results of operations and cash flows. Further, the company experienced a significant decrease in the company's revenue from operations by 81.27% from Rs.4,199.17 million in Fiscal 2023 to Rs.786.42 million in Fiscal 2024 primarily due to the decrease in income from marketing fees.

The company has in the past entered into related party transactions and will continue to do so in the future and the company cannot assure you that the company could not have achieved more favorable terms if such transactions had not been entered into with related parties.

The company's success depends significantly upon its Promoters, Key Managerial Personnel, Senior Management and certain other employees and the company's inability to attract, train and retain such persons could harm its ability to maintain and grow the company's business and given our employee benefits expense accounted for 26.45% and 47.67%, of its revenue from operations in the six months period ended September 30, 2025 and September 30, 2024, respectively, and proforma employee benefits expense accounted for 33.63%, 49.67%, and 48.99% of the company's proforma revenue from operations in Fiscals 2025, 2024 and 2023, respectively, any significant increase in the company's employee benefits expense could adverse our financial condition, results of operations and cash flows.

The company's growth depends on broader adoption of internet and mobile applications as an effective platform for disseminating insurance products and content.