| Textual Information(1) |
1. Turtlemint Fintech Solutions Limited (the ‘Company’) has prepared Unaudited Consolidated Financial Results (the 'Statement') for the quarter ended June, 30 2026 in accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (the ‘Listing Regulations, 2015’) and the Accounting Standards specified under section 133 of the Companies Act, 2013 read with the Companies (‘Indian Accounting Standards’ / ‘IND AS’) Rules, 2015 as amended and the relevant provision of the Companies Act, 2013, as applicable. 2. The Unaudited Consolidated Financial Results of the Company and its subsidiaries (together referred to as ‘Group’), for the quarter ended June 30, 2026 have been reviewed by the Audit Committee and approved by the Board of Directors at their meetings held on August 14, 2026 . Following is the list of subsidiaries forming part of Unaudited Consolidated Financial Results: (i) Turtlemint Insurance Broking Services Private Limited (ii) Turtlemint Mutual Funds Distributors Private Limited 3. These Unaudited Consolidated Financial Results for the quarter ended June 30, 2026 have been subjected to limited review by the Statutory Auditors of the Company. 4. The figures for the quarter ended March 31, 2026 are the balancing figures between the audited figures for the year ended March 31, 2026 and audited figures for the nine months ended December 31, 2025. Audit for the nine months ended December 31, 2025 was conducted for the purpose of IPO filing. The Unaudited Consolidated Financial Results for the quarter ended June 30, 2025 are compiled by the management and approved by the Board of Directors of the Company and have not been subject to review or audit by the statutory auditors. 5. During the quarter ended June 30, 2026, the Company has completed Initial Public Offer (IPO) of 5,80,70,398 equity shares of face value of INR 1 each at an issue price of INR 152 per share, comprising of fresh issue of 4,34,68,552 shares, issued at an offer price of INR 152 per equity share to all the allottees amounting to INR 660.72 crore and offer for sale of 1,46,01,846 equity shares by the selling shareholders aggregating to INR 221.95 crore. Pursuant to the IPO, the equity shares of the Company were listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) on June 29 ,2026. Consequently, the paid-up equity share capital of the Company increased from INR 25.10 crore before IPO to INR 29.45 crore comprising 29,44,78,906 fully paid-up equity shares of INR 1 each. 6. Exceptional items - includes following – (a) IPO Related expenses is nil for the quarter ended June 30, 2026, INR ^ crore for the quarter ended March 31, 2026, nil for the quarter ended June 30, 2025, and INR 2.41 crore for the year ended march 31, 2026. - Refer point (i) below (b) Financial Instruments related expenses is nil for the quarter ended June 30, 2026, March 31, 2026 and June 30, 2025, and INR 52.52 crore for the year ended March 31, 2026. - Refer point (ii) below (i) During the year ended March 31, 2026, the Company incurred costs in connection with its Initial Public Offering (“IPO”). In accordance with Ind AS 32 Financial Instruments: Presentation, only those IPO-related costs that are incremental and directly attributable will be adjusted against security premium balance/ recoverable from selling shareholders. Costs that do not meet this criterion, are charged to the Statement of Profit and Loss. Accordingly, IPO-related costs amounting to INR 2.41 crore have been recognised as Exceptional Items for the year ended March 31, 2026 and amount below the rounding off convention followed by the Company for the quarter ended March 31, 2026, as these expenses are non-recurring in nature and do not arise from the Company’s ordinary operating activities. (ii) The Board of Directors of the Company at its meeting held on July 12, 2025 and Shareholders of the Company in their extraordinary general meeting held on July 17, 2025, approved a bonus issue of 500 equity shares for every equity share held by the equity shareholders of the Company as of July 12, 2025. Accordingly, the Board of Directors of the Company has, pursuant to the resolution dated July 21, 2025, made an allotment of 5,26,36,000 bonus equity shares of INR. 1/- each to its equity shareholders utilising securities premium account balance. Consequent to the bonus issue to the equity shareholders, the Board of Directors at its meeting held on August 12, 2025 and Shareholders of the Company in their extraordinary general meeting held on August 14, 2025, approved to adjust the conversion ratio of Seed Round CCPS, Series A CCPS, Series B CCPS, Series C CCPS, Series C1 CCPS, Series C2 CCPS, Series D CCPS, Series D1 CCPS, Series D2 CCPS and Series E CCPS to give an impact of the bonus issue referred above. Furthermore, the shareholders of the Company entered into the first amendment to the Series E amended and restated shareholders’ agreement ('the agreement') wherein the conversion ratio were agreed to be modified and adjusted downwards to 477:1 on the filing of the Pre-filled Draft Red Herring Prospectus (PDRHP) and further changed pursuant to the Board resolution dated May 28, 2026 approving the draft filing of Updated Draft Red Herring Prospectus-II (UDRHP-II). Consequently, the conversion ratio was revised to 463:1 for Seed Round CCPS, Series A CCPS, Series B CCPS, Series C CCPS, Series D CCPS, Series D1 CCPS, Series D2 CCPS and Series E CCPS, 622.5437:1 for Series C1 CCPS and 511.5499:1 for Series C2 CCPS. The approval of UDRHP-II and the revised conversion ratio resulted in an increase in the shareholding of the existing equity shareholders of the Company. Such increase has been accounted as an expense amounting to INR 52.52 crore during the year ended March 31, 2026 and presented under 'Exceptional items' in the statement of consolidated audited financial results for the year ended March 31, 2026. Vide Board resolution dated May 28, 2026, all CCPS holders converted their CCPS into equity shares at the aforesaid agreed conversion ratio. 7. As a consequence of the transaction described in Note 6(ii), the number of shares used for the calculation of basic and diluted earnings per share, and the earnings per share (including that in the comparative periods), have been adjusted pursuant to Paragraph 64 of Ind AS 33 - Earnings Per Share, prescribed under Section 133 of the Companies Act, 2013. 8. Earnings per share for the quarters are not annualised. 9. During the quarter ended June 30, 2026, and pursuant to the Board resolution dated March 26, 2026, the Company received an amount of INR 50 crore from Trifecta Venture Debt Fund - III and Trifecta Venture Debt Fund - IV towards the issuance of 13.75% Non-Convertible Debentures (NCDs). Interest on the NCDs is payable at the end of each month, along with an additional coupon payment at the rate of 0.60% on the debenture subscription amount (i.e., the amount of funds raised through the debentures) at the end of each quarter. The NCDs carry an initial principal moratorium period of eight months and are repayable within 36 months from the date of issuance. The NCDs are secured by a first charge over all the present and future assets of the Company and its subsidiary, Turtlemint Mutual Funds Distributors Private Limited, and a second charge over all the present and future assets of its subsidiary, Turtlemint Insurance Broking Services Private Limited. 10. During the quarter ended June 30, 2026 the Company allotted 12,33,880 Equity Shares to the eligible Employees pursuant to the exercise of options under the approved employee stock option schemes. 11. No stock options were granted during the quarter ended June 30, 2026. 12. The Chief Operating Decision Maker (CODM) monitors the operating results of the Group as a whole for the purpose of making decisions about resource allocation and performance assessment. The Group is engaged in the business of providing insurance broking services, technical support and information and technology services. Thus in context of Ind AS 108 on Segment Reporting, is considered to constitute a single primary segment and there are no separate geographical segment. 13. Effective from the quarter ended June 30, 2026, all comparative figures have been restated from INR million to INR crore, rounded off to the nearest INR crore, to maintain consistency in presentation, any minor variances arising from this change are solely attributable to rounding adjustments. Further, amounts which are less than half a lakh are appearing as ^. 14. All amounts disclosed in the Unaudited Consolidated Financial Results have been rounded off to the nearest crore, except earnings per share and where otherwise stated. 15. Figures for the previous quarters and year have been regrouped/reclassed wherever necessary, to correspond with the current period's classifications and disclosures. 16. These Unaudited Consolidated Financial Results are available on the website of BSE Limited ('BSE')(www.bseindia.com), National Stock Exchange of India Limited ('NSE') (www.nseindia.com) and Company's website (www.turtlemint.com). |