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Turtlemint Fintech Solutions Ltd IPO
Status: Upcoming
Overview
IPO date
19 Jun 2026 to 23 Jun 2026
Face value
₹ 1 per share
Price
₹ 144 to ₹152 per share
Issue Size
58,070,267 shares
(aggregating up to ₹ 882.67 Cr)
(aggregating up to ₹ 882.67 Cr)
Allotment Date
24 Jun 2026
Listing at
NSE
Issue type
Book Building
Sector
IT - Software
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T&C*
Strengths vs Risks of Turtlemint Fintech Solutions Ltd
Know the pros & cons
Strengths
- 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
- Self-reinforcing flywheels driving strong network and learning effects.
- Promoter led company with an experienced management team backed by marquee investors.
Risks
- 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.
- 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 77.45% and 67.50% of its total expenses in the nine months period ended December 31, 2025 and December 31, 2024, respectively, and 69.98%, 66.61% and 69.59% of the company proforma total expenses in Fiscals 2025, 2024 and 2023, respectively. Attracting, managing and retaining Digital Partners is critical to its business, and failures to does so in a cost-effective way may has an adverse effect on the company business, prospects, financial condition, results of operations and cash flows.
- The company revenue from operations has experienced significant changes dues 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 revenue from operations in Fiscals 2024 and 2023, respectively, however, it ceased to be a major source of revenue in Fiscal 2025 and the nine months period ended December 31, 2025 and December 31, 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 the company Subsidiary), income from distribution of financial products, which constituted 8.83% and 0.58% of our revenue from operations in Fiscals 2024 and 2023, respectively, increased significantly to 97.63%, 98.91% and 96.96% of its revenue from operations in Fiscal 2025 and the nine months period ended December 31, 2025 and December 31, 2024, respectively.
- 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, 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 its revenue from operations by 81.27% from Rs.4,199.17 million in Fiscal 2023 to Rs.786.42 million in Fiscal 2024 primarily dues to the decrease in income from marketing fees.
- The company has in the past entered into related party transactions and will continue to does so in the future and its cannot assure you that the company could not has achieved more favorable terms if such transactions had not been entered into with related parties.
- The company success depends significantly upon its Promoters, Key Managerial Personnel, Senior Management and certain other employees and the company inability to attract, train and retain such persons could harm its ability to maintain and grow the company business and given its employee benefits expense accounted for 24.70% and 39.83%, of the company revenue from operations in the nine months period ended December 31, 2025 and December 31, 2024, respectively, and proforma employee benefits expense accounted for 33.63%, 49.67%, and 48.99% of its proforma revenue from operations in Fiscals 2025, 2024 and 2023, respectively, any significant increase in the company employee benefits expense could adverse its financial condition, results of operations and cash flows.
- The company growth depends on broader adoption of internet and mobile applications as an effective platform for disseminating insurance products and content.
- The company platform depends on its Insurer Partners' insurance products. The company generate majority of its revenues from the company top Insurer Partners (its top 10 Insurer Partners in the nine months period ended December 31, 2025 contributed to 72.47% and 65.91%, of the company revenue from operations in the nine months period ended December 31, 2025 and December 31, 2024, respectively, and its top 10 Insurer Partners in Fiscal 2025 contributed to 68.98%, 58.57% and 60.21% of the company proforma revenue from operations in Fiscals 2025, 2024 and 2023, respectively). If its fail to sustain relationships with the company Insurer Partners, its business, prospects, financial condition, results of operations and cash flows could be adversely affected.
- The company relies on its Subsidiary, Turtlemint Insurance Broking Services Private Limited ("TIB"), for its insurance broking business. TIB contributed 97.37% and 104.44%, of the company revenue from operations in the nine months period ended December 31, 2025 and December 31, 2024, respectively, and 96.32%, 89.52% and 29.10% of its proforma revenue from operations in Fiscals 2025, 2024 and 2023, respectively. If TIB's operations does not generate the expected returns or faces adverse developments, the company business, financial condition, results of operations and cash flows could be negatively impacted.
- The company may be unable to successfully identify, complete, integrate and realize the benefits of acquisitions or strategic investments in the future or manage the associated risks, all of which could has a material adverse effect on its business, financial condition, results of operations and cash flows.
- The company Subsidiaries, Turtlemint Insurance Broking Services Private Limited ("TIB") and Turtlemint Mutual Funds Distributors Private Limited ("TMF") has incurred losses in the past. These losses may continue in future, which could adversely affect its financial condition and results of operations.
- The company has limited experience in offering financial products, which may affect its ability to successfully market, sell and manage these products. Failures to innovate and improve its platform could harm the company competitiveness and negatively impact its business, prospects, financial condition, operations, and cash flows.
- The company is subject to a stringent regulatory framework governed by various laws and regulations that affect the flexibility of its operations and business practices and increase compliance costs. Any tightening of regulatory limits or non-compliance may result in penalties or sanctions that could has an adverse effect on its business, prospects, financial condition, results of operations and cash flows.
- The company business operations is heavily reliant on the seamless functioning of its online platform and technology infrastructure. Any failures to maintain the satisfactory performance of, or any disruption to, its online platform and technology infrastructure or inability to keep pace with technological developments could materially and adversely affect the company business, reputation, financial condition, results of operations and cash flows.
- The company has incurred indebtedness and is required to comply with certain restrictive covenants under its financing agreements. Any non-compliance may lead to, amongst others, termination of facilities, enforcement of security and suspension of further drawdowns, which may adversely affect the company business, financial condition, results of operations and cash flows.
- The company does not own its Registered and Corporate Office and all the other premises from which the company operates.
- The company is subject to customer complaints, which, if left unaddressed or inefficiently handled, may has a material adverse impact on its business, prospects, financial condition, results of operations and cash flows.
- The company inability to compete effectively in the highly competitive insurance distribution industry could reduce demand for its services, decrease operating margins, and result in loss of market share, employee departures, and increased capital expenditures, adversely affecting the company business, financial condition, results of operations and cash flows.
- The company is subject to supervision and periodic regulatory inspections by the Insurance Regulatory and Development Authority ("IRDAI") and Association of Mutual Funds in India ("AMFI"). Failures to comply with the observations made by IRDAI during inspections and AMFI during due diligence could adversely affect the company business, reputation, financial condition, results of operations and cash flows.
- There has been certain instances of delays in payment of statutory dues by its in the past. Any delay in payment of statutory dues by the company in the future, may result in the imposition of penalties and in turn may has an adverse effect on its business, financial condition, cash flows and results of operations.
- The company success depends on retaining and expanding its customer base. If the company Digital Partners is unable to efficiently facilitate the sale and distribution of insurance and other financial products or if its Insurer Partners fail to offer products that meet the company customers' evolving needs, its may not be able to retain or attract new customers, which may adversely affect the company business, prospects, financial condition, results of operations and cash flows.
- The company business handles and processes significant volumes of data. Any failures to safeguard confidential information, prevent cybersecurity breaches, or misuse data and any inability to analyse the data effectively or accumulate or access sufficient data in the future could adversely affect its business, reputation, financial condition, results of operations and cash flows.
- The company is dependent on the "Turtlemint" brand. Any damage to its brand, inability to maintain and enhance the company brand recognition or reputation, or failures to achieve this in a cost-effective manner may affect its ability to acquire new customers, Digital Partners and Insurer Partners, which could adversely affect the company business, prospects, financial condition, results of operations and cash flows.
- The company generate a portion of its revenues from renewal premium from customers (renewal commission revenue contributed to 19.70% and 22.23% of the company revenue from operations in the nine months period ended December 31, 2025 and December 31, 2024, respectively, and 21.24%, 22.71% and 5.92% of the company proforma revenue from operations in Fiscals 2025, 2024 and 2023, respectively). If customers choose not to renew their policies through its platform, the company renewal commission revenues could decline, which may adversely affect its business, prospects, financial condition, results of operations and cash flows.
- There is outstanding litigation against the Company, Subsidiary, Directors Promoter and Key Managerial Personnel. An adverse outcome in any of these proceedings may affect its reputation and standing and impact the company future business and could has a material adverse effect on its business, prospects, financial condition, results of operations and cash flows.
- A significant portion of the company Platform Premium is attributable to the states of Maharashtra and Gujarat (collectively, accounting for 27.92%, 30.12%, 30.12%, 33.34% and 31.39% of its Platform Premium (excluding enterprise premium) in the nine months period ended December 31, 2025 and December 31, 2024, and Fiscals 2025, 2024 and 2023, respectively). Any adverse development in these states or regions may adversely affect the company business, financial condition, cash flows and results of operations.
- Some aspects of the company platform include open-source software, and its use of open-source software could adversely affect the company business, prospects, financial condition, results of operations and cash flows.
- The company wholly owned Subsidiary, TIB's net working capital requirements increases to the extent of the unbilled revenues in the financial statements at the end of each reporting period and requires working capital funding to meet this gap in the cash flows, which may adversely affect its business, financial condition, liquidity, cash flows and results of operations.
- The company technology systems is integrated with its Insurer Partners' platforms. Unauthorised data changes or failures to maintain data integrity by third parties, or their inadequate performance or termination of relationships, may severely impact the company customer service and adversely affect its business, financial condition, results of operations and cash flows.
- The company Statutory Auditor's examination report on Restated Consolidated Financial Information discloses modifications included in audit report and annexures to auditors report on its financial statements as at and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 which does not requires any corrective adjustments in the company Restated Consolidated Financial Information. Further, the compilation report on its Unaudited Proforma Financial Information discloses certain emphasis on matters.
- Adverse media coverage concerning its, the company Digital and Insurer Partners, and other industry participants in the insurance sector may detrimentally impact its brand and reputation. Any such negative publicity could has a material adverse effect on the company business, reputation, financial condition, results of operations and cash flows.
- The company relies on its partnerships with financial institutions and other third parties for payment processing infrastructure and for the provision of services through the company platform. Its business may be disrupted if these financial institutions and third parties become unwilling or unable to provide these services to the company on acceptable terms or at all.
- The company listed industry peer is not comparable with its in terms of size and selected KPIs under the section "Basis for Offer Price". Any reliance on such comparisons may has limited usefulness and could adversely influence investor perception and the market price of the company Equity Shares.
- The company incur significant commission expense on distribution of financial products (commission expense on distribution of financial products accounted for 66.17% and 51.99% of its total expenses in the nine months period ended December 31, 2025 and December 31, 2024, respectively, and proforma commission expense on distribution of financial products accounted for 56.42%, 38.84% and 3.32% of the company proforma total expenses in the Fiscals 2025, 2024 and 2023, respectively). These expenses is variable and subject to commercial and regulatory changes, and any increase or volatility in these expenses could adversely affect its business, prospects, margins, financial condition, results of operations and cash flows.
- The company operates in an emerging and dynamic industry, which makes it difficult to predict its future prospects and there can be no guarantee that the company current or future strategies will be successfully implemented or that its will continue to grow or generate profits, which could adversely affect the company business, reputation, financial condition, results of operations and cash flows.
- The company is exposed to losses dues to fraud, misappropriation, unauthorized conduct, negligence, theft or similar incidents by its employees, customers or Digital Partners, which may has an adverse impact on the company business, prospects, financial condition, results of operations and cash flows.
- Any failures or disruption to the company training to its employees and Digital Partners could disincentivize Digital Partners and inability to provide support services to Digital Partners, customers and Insurer Partners, could adversely impact the company business, operations, financial condition, results of operations and cash flows.
- The company may not be able to prevent others from unauthorised use of its intellectual property, which could harm the company business and competitive position and adversely affect its financial condition, results of operations and cash flows.
- Non-availability of contract workers at reasonable cost or increased wages demands could lead to disruption in the company operations and/or increased personnel costs, which could adversely impact its business, financial condition, cash flows and results of operations.
- Failures to meet the strict contractual obligations, scopes of work and service levels required by the company enterprise clients for Turtlefin may result in delayed payments, penalties, or indemnity claims, adversely affecting its business, financial condition, results of operations, and reputation.
- Data collection and storage in India is increasingly governed by strict laws and regulations, as governments work to protect the privacy and security of personal information. Non-compliance with data protection regulations could lead to fines, license revocation, or criminal liabilities, adversely affecting its business, reputation, financial condition, results of operations and cash flows.
- The company business model may be replicated by other technology companies as well as traditional insurance companies and other financial institutions aiming to engage in insurance distribution business, which could adversely affect its business, prospects, financial condition, results of operations and cash flows.
- The company may requires additional capital through financing to support the growth of its business and this capital might not be available on acceptable terms, if at all, which could adversely affect the company business, financial condition, results of operations and cash flows.
- The company business is subject to seasonal fluctuations, which makes its results of operations difficult to predict and may cause the company quarterly results of operations to fall short of expectations.
- The company inability to effectively collect receivables and default in payment from its Insurer Partners and enterprise clients could result in the reduction of the company profits and adversely affect its business, financial condition, cash flows, results of operations and prospects.
- The company is required to obtain, renew or maintain statutory and regulatory permits, licenses and approvals to operates its business, and any delay or inability in obtaining, renewing or maintaining such permits, licenses and approvals could result in an adverse effect on the company business, prospects, financial condition, results of operations and cash flows.
- The company relies on third-party service providers for a number of services, but its cannot guarantee that such contractors and service providers will comply with relevant regulatory requirements or their contractual obligations.
- If the company is unable to ensure the accuracy and completeness of insurance and other financial product information and the effectiveness of its recommendations on the company platform, it could result in a decline in reliance by Digital Partners and customers, which could materially and adversely affect its business, financial condition, results of operations and cash flows.
- The company insurance coverage may not be sufficient or may not adequately protect its against risks and unexpected events, which may adversely affect the company business, prospects, financial condition, results of operations and cash flows.
- Any variation in the utilization of the Net Proceeds as disclosed in this Red Herring Prospectus shall be subject to certain compliance requirements, including prior Shareholders' approval.
- In the event that the company Net Proceeds to be utilised towards inorganic growth initiatives is insufficient for the cost of its proposed inorganic acquisition, the company may has to seek alternative forms of funding.
- The interests of the company shareholders may not be aligned with your or its interests, and the company cannot assure you that they will not reduce their support for its in the future.
- The company funding requirements and deployment of the Net Proceeds of the Offer are based on management estimates and has not been independently appraised.
- An inability to establish and maintain effective internal control and risk management systems could lead to an adverse effect on the company business, prospects, financial condition, results of operations and cash flows.
- Certain sections of this Red Herring Prospectus disclose information from the Redseer Report which has been prepared exclusively for the Offer and commissioned and paid for by its exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.
- The company has in this Red Herring Prospectus included certain operational and non-GAAP financial measures that may vary from any standard methodology that is applicable across the industry its operates. Some of the company operational measures faces inherent measurement challenges, and any inaccuracies in these metrics could impact its business and reputation.
- If the company cannot maintain its corporate culture as its grow, the company business and operations could be harmed.
- The company has a limited operating history as a public limited company under the Companies Act, 2013. Any failures to comply with the requirements applicable to Indian public limited companies could result in penalties or other regulatory actions and adversely affect its business, financial condition, cash flows, results of operations, reputation and the market price of the company Equity Shares.
- The company has contingent liabilities, and its financial condition could be adversely affected if any of these contingent liabilities materialise.
- The company ability to pay dividends in the future will depends on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of the company financing arrangements.
- The company Directors, Key Managerial Personnel and members of Senior Management has interest in its Company, in addition to their remuneration and reimbursement of expenses.
- The Company has issued Equity Shares during the preceding one year at a price that may be below the Offer Price.
- Some of the company Directors may has interest in entities in similar line of business, which may result in conflict of interest with its.
- The Company will not receive any proceeds from the Offer for Sale portion.
Turtlemint Fintech Solutions Ltd Peer Comparison
Understand the company’s industry standing
Turtlemint Fintech Solutions Ltd
PB Fintech Limited
Face Value
1
2
Standalone / Consolidated
Consolidated
Consolidated
Total Income Rs. Cr.
662.71
4977.21
EPS-Basis
-7.33
7.77
EPS-Diluted
-7.33
7.65
NAV Per Share
7768.02
140.06
P/E-Basic EPS
---
202.33
P/E-Diluted EPS
---
---
RONW(%)
-47.29
5.74
Latest NAV Period
---
---
Latest NAV
---
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The IPO opens on 19 Jun 2026 & closes on 23 Jun 2026.
Turtlemint Fintech Solutions Limited was incorporated as 'Fintech Blue Solutions Private Limited' on April 7, 2015, as a private limited company, pursuant to a certificate of incorporation issued by the Registrar of Companies, Mumbai. Name of the Company was changed to 'Turtlemint Fintech Solutions Private Limited' dated May 13, 2025. Subsequently, it was converted into a public limited company and the name of Company was changed to 'Turtlemint Fintech Solutions Limited' dated June 5, 2025 via fresh certificate obtained from the Central Processing Center.
The Company mainly operate in the insurance distribution industry in India and engages in providing information technology and business support services, advertising & marketing services and distribution of mutual funds. It also undertakes the business of direct broking of
insurance policies mainly in retail segment like motor, health and life. It owns the 'TurtlemintPro' application which is used to promote various
services.
Traditionally, insurance was sold primarily through offline channels, individual agents, brokers, and bancassurance (corporate agents - banks and others), often resulting in a fragmented customer experience. However, with the advent of digitisation, a new generation of tech-enabled insurance brokers has emerged. These platforms offer a consolidated interface where customers can research, compare and purchase policies across multiple insurers, enhancing accessibility, choice and transparency.
In 2015, Turtlemint became the first to adopt the point-of-sale person (PoSP) distribution model and has the largest certified PoSP network. The primary offerings in the insurance sector include retail products across health, life, and motor insurance. It has facilitated distribution of 19.68 million insurance policies. In addition to distribution of insurance policies, it further facilitate other financial products on the platform, including mutual funds, loans (personal and business) and credit cards.
The platform equips Digital Partners to manage and grow their business, including product comparison, policy quote generation, training, marketing, lead management, conversion, customer relationship management and post-sales support such as claims management. Recognizing this, Company has focused on building a comprehensive tech-driven, mobile-first platform supported with physical branch network for its Digital Partners, to deliver effective advisory services to customers.
In 2024, Company acquired 75.14% of Turtlemint Insurance Broking Services Private Limited (TIB's) equity stake, making it a subsidiary of the Company.
Company has filed a Draft Prospectus with SEBI and is planning to raise funds via its IPO aggregating to Rs 660.72 Crores through fresh issue and by issuing 28,608,992 Equity Shares having the face value of Re 1 each through Offer for Sale.
Turtlemint Fintech Solutions Ltd IPO will close on 23 Jun 2026.
- 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
- Self-reinforcing flywheels driving strong network and learning effects.
- Promoter led company with an experienced management team backed by marquee investors.
| S.No | Promoters Name | Pre Issue Shares | Pre Issue Percentage | Post Issue Shares | Post Issue Percentage |
|---|---|---|---|---|---|
| 1 | Anand Rohidas Prabhudesai | 21123045 | 8.33 | 19010740 | 6.15 |
| 2 | Dhirendra Nalin Mahyavanshi | 22109133 | 8.72 | 19898220 | 6.44 |
- 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.
- 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 77.45% and 67.50% of its total expenses in the nine months period ended December 31, 2025 and December 31, 2024, respectively, and 69.98%, 66.61% and 69.59% of the company proforma total expenses in Fiscals 2025, 2024 and 2023, respectively. Attracting, managing and retaining Digital Partners is critical to its business, and failures to does so in a cost-effective way may has an adverse effect on the company business, prospects, financial condition, results of operations and cash flows.
- The company revenue from operations has experienced significant changes dues 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 revenue from operations in Fiscals 2024 and 2023, respectively, however, it ceased to be a major source of revenue in Fiscal 2025 and the nine months period ended December 31, 2025 and December 31, 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 the company Subsidiary), income from distribution of financial products, which constituted 8.83% and 0.58% of our revenue from operations in Fiscals 2024 and 2023, respectively, increased significantly to 97.63%, 98.91% and 96.96% of its revenue from operations in Fiscal 2025 and the nine months period ended December 31, 2025 and December 31, 2024, respectively.
- 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, 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 its revenue from operations by 81.27% from Rs.4,199.17 million in Fiscal 2023 to Rs.786.42 million in Fiscal 2024 primarily dues to the decrease in income from marketing fees.
- The company has in the past entered into related party transactions and will continue to does so in the future and its cannot assure you that the company could not has achieved more favorable terms if such transactions had not been entered into with related parties.
- The company success depends significantly upon its Promoters, Key Managerial Personnel, Senior Management and certain other employees and the company inability to attract, train and retain such persons could harm its ability to maintain and grow the company business and given its employee benefits expense accounted for 24.70% and 39.83%, of the company revenue from operations in the nine months period ended December 31, 2025 and December 31, 2024, respectively, and proforma employee benefits expense accounted for 33.63%, 49.67%, and 48.99% of its proforma revenue from operations in Fiscals 2025, 2024 and 2023, respectively, any significant increase in the company employee benefits expense could adverse its financial condition, results of operations and cash flows.
- The company growth depends on broader adoption of internet and mobile applications as an effective platform for disseminating insurance products and content.
- The company platform depends on its Insurer Partners' insurance products. The company generate majority of its revenues from the company top Insurer Partners (its top 10 Insurer Partners in the nine months period ended December 31, 2025 contributed to 72.47% and 65.91%, of the company revenue from operations in the nine months period ended December 31, 2025 and December 31, 2024, respectively, and its top 10 Insurer Partners in Fiscal 2025 contributed to 68.98%, 58.57% and 60.21% of the company proforma revenue from operations in Fiscals 2025, 2024 and 2023, respectively). If its fail to sustain relationships with the company Insurer Partners, its business, prospects, financial condition, results of operations and cash flows could be adversely affected.
- The company relies on its Subsidiary, Turtlemint Insurance Broking Services Private Limited ("TIB"), for its insurance broking business. TIB contributed 97.37% and 104.44%, of the company revenue from operations in the nine months period ended December 31, 2025 and December 31, 2024, respectively, and 96.32%, 89.52% and 29.10% of its proforma revenue from operations in Fiscals 2025, 2024 and 2023, respectively. If TIB's operations does not generate the expected returns or faces adverse developments, the company business, financial condition, results of operations and cash flows could be negatively impacted.
- The company may be unable to successfully identify, complete, integrate and realize the benefits of acquisitions or strategic investments in the future or manage the associated risks, all of which could has a material adverse effect on its business, financial condition, results of operations and cash flows.
- The company Subsidiaries, Turtlemint Insurance Broking Services Private Limited ("TIB") and Turtlemint Mutual Funds Distributors Private Limited ("TMF") has incurred losses in the past. These losses may continue in future, which could adversely affect its financial condition and results of operations.
- The company has limited experience in offering financial products, which may affect its ability to successfully market, sell and manage these products. Failures to innovate and improve its platform could harm the company competitiveness and negatively impact its business, prospects, financial condition, operations, and cash flows.
- The company is subject to a stringent regulatory framework governed by various laws and regulations that affect the flexibility of its operations and business practices and increase compliance costs. Any tightening of regulatory limits or non-compliance may result in penalties or sanctions that could has an adverse effect on its business, prospects, financial condition, results of operations and cash flows.
- The company business operations is heavily reliant on the seamless functioning of its online platform and technology infrastructure. Any failures to maintain the satisfactory performance of, or any disruption to, its online platform and technology infrastructure or inability to keep pace with technological developments could materially and adversely affect the company business, reputation, financial condition, results of operations and cash flows.
- The company has incurred indebtedness and is required to comply with certain restrictive covenants under its financing agreements. Any non-compliance may lead to, amongst others, termination of facilities, enforcement of security and suspension of further drawdowns, which may adversely affect the company business, financial condition, results of operations and cash flows.
- The company does not own its Registered and Corporate Office and all the other premises from which the company operates.
- The company is subject to customer complaints, which, if left unaddressed or inefficiently handled, may has a material adverse impact on its business, prospects, financial condition, results of operations and cash flows.
- The company inability to compete effectively in the highly competitive insurance distribution industry could reduce demand for its services, decrease operating margins, and result in loss of market share, employee departures, and increased capital expenditures, adversely affecting the company business, financial condition, results of operations and cash flows.
- The company is subject to supervision and periodic regulatory inspections by the Insurance Regulatory and Development Authority ("IRDAI") and Association of Mutual Funds in India ("AMFI"). Failures to comply with the observations made by IRDAI during inspections and AMFI during due diligence could adversely affect the company business, reputation, financial condition, results of operations and cash flows.
- There has been certain instances of delays in payment of statutory dues by its in the past. Any delay in payment of statutory dues by the company in the future, may result in the imposition of penalties and in turn may has an adverse effect on its business, financial condition, cash flows and results of operations.
- The company success depends on retaining and expanding its customer base. If the company Digital Partners is unable to efficiently facilitate the sale and distribution of insurance and other financial products or if its Insurer Partners fail to offer products that meet the company customers' evolving needs, its may not be able to retain or attract new customers, which may adversely affect the company business, prospects, financial condition, results of operations and cash flows.
- The company business handles and processes significant volumes of data. Any failures to safeguard confidential information, prevent cybersecurity breaches, or misuse data and any inability to analyse the data effectively or accumulate or access sufficient data in the future could adversely affect its business, reputation, financial condition, results of operations and cash flows.
- The company is dependent on the "Turtlemint" brand. Any damage to its brand, inability to maintain and enhance the company brand recognition or reputation, or failures to achieve this in a cost-effective manner may affect its ability to acquire new customers, Digital Partners and Insurer Partners, which could adversely affect the company business, prospects, financial condition, results of operations and cash flows.
- The company generate a portion of its revenues from renewal premium from customers (renewal commission revenue contributed to 19.70% and 22.23% of the company revenue from operations in the nine months period ended December 31, 2025 and December 31, 2024, respectively, and 21.24%, 22.71% and 5.92% of the company proforma revenue from operations in Fiscals 2025, 2024 and 2023, respectively). If customers choose not to renew their policies through its platform, the company renewal commission revenues could decline, which may adversely affect its business, prospects, financial condition, results of operations and cash flows.
- There is outstanding litigation against the Company, Subsidiary, Directors Promoter and Key Managerial Personnel. An adverse outcome in any of these proceedings may affect its reputation and standing and impact the company future business and could has a material adverse effect on its business, prospects, financial condition, results of operations and cash flows.
- A significant portion of the company Platform Premium is attributable to the states of Maharashtra and Gujarat (collectively, accounting for 27.92%, 30.12%, 30.12%, 33.34% and 31.39% of its Platform Premium (excluding enterprise premium) in the nine months period ended December 31, 2025 and December 31, 2024, and Fiscals 2025, 2024 and 2023, respectively). Any adverse development in these states or regions may adversely affect the company business, financial condition, cash flows and results of operations.
- Some aspects of the company platform include open-source software, and its use of open-source software could adversely affect the company business, prospects, financial condition, results of operations and cash flows.
- The company wholly owned Subsidiary, TIB's net working capital requirements increases to the extent of the unbilled revenues in the financial statements at the end of each reporting period and requires working capital funding to meet this gap in the cash flows, which may adversely affect its business, financial condition, liquidity, cash flows and results of operations.
- The company technology systems is integrated with its Insurer Partners' platforms. Unauthorised data changes or failures to maintain data integrity by third parties, or their inadequate performance or termination of relationships, may severely impact the company customer service and adversely affect its business, financial condition, results of operations and cash flows.
- The company Statutory Auditor's examination report on Restated Consolidated Financial Information discloses modifications included in audit report and annexures to auditors report on its financial statements as at and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 which does not requires any corrective adjustments in the company Restated Consolidated Financial Information. Further, the compilation report on its Unaudited Proforma Financial Information discloses certain emphasis on matters.
- Adverse media coverage concerning its, the company Digital and Insurer Partners, and other industry participants in the insurance sector may detrimentally impact its brand and reputation. Any such negative publicity could has a material adverse effect on the company business, reputation, financial condition, results of operations and cash flows.
- The company relies on its partnerships with financial institutions and other third parties for payment processing infrastructure and for the provision of services through the company platform. Its business may be disrupted if these financial institutions and third parties become unwilling or unable to provide these services to the company on acceptable terms or at all.
- The company listed industry peer is not comparable with its in terms of size and selected KPIs under the section "Basis for Offer Price". Any reliance on such comparisons may has limited usefulness and could adversely influence investor perception and the market price of the company Equity Shares.
- The company incur significant commission expense on distribution of financial products (commission expense on distribution of financial products accounted for 66.17% and 51.99% of its total expenses in the nine months period ended December 31, 2025 and December 31, 2024, respectively, and proforma commission expense on distribution of financial products accounted for 56.42%, 38.84% and 3.32% of the company proforma total expenses in the Fiscals 2025, 2024 and 2023, respectively). These expenses is variable and subject to commercial and regulatory changes, and any increase or volatility in these expenses could adversely affect its business, prospects, margins, financial condition, results of operations and cash flows.
- The company operates in an emerging and dynamic industry, which makes it difficult to predict its future prospects and there can be no guarantee that the company current or future strategies will be successfully implemented or that its will continue to grow or generate profits, which could adversely affect the company business, reputation, financial condition, results of operations and cash flows.
- The company is exposed to losses dues to fraud, misappropriation, unauthorized conduct, negligence, theft or similar incidents by its employees, customers or Digital Partners, which may has an adverse impact on the company business, prospects, financial condition, results of operations and cash flows.
- Any failures or disruption to the company training to its employees and Digital Partners could disincentivize Digital Partners and inability to provide support services to Digital Partners, customers and Insurer Partners, could adversely impact the company business, operations, financial condition, results of operations and cash flows.
- The company may not be able to prevent others from unauthorised use of its intellectual property, which could harm the company business and competitive position and adversely affect its financial condition, results of operations and cash flows.
- Non-availability of contract workers at reasonable cost or increased wages demands could lead to disruption in the company operations and/or increased personnel costs, which could adversely impact its business, financial condition, cash flows and results of operations.
- Failures to meet the strict contractual obligations, scopes of work and service levels required by the company enterprise clients for Turtlefin may result in delayed payments, penalties, or indemnity claims, adversely affecting its business, financial condition, results of operations, and reputation.
- Data collection and storage in India is increasingly governed by strict laws and regulations, as governments work to protect the privacy and security of personal information. Non-compliance with data protection regulations could lead to fines, license revocation, or criminal liabilities, adversely affecting its business, reputation, financial condition, results of operations and cash flows.
- The company business model may be replicated by other technology companies as well as traditional insurance companies and other financial institutions aiming to engage in insurance distribution business, which could adversely affect its business, prospects, financial condition, results of operations and cash flows.
- The company may requires additional capital through financing to support the growth of its business and this capital might not be available on acceptable terms, if at all, which could adversely affect the company business, financial condition, results of operations and cash flows.
- The company business is subject to seasonal fluctuations, which makes its results of operations difficult to predict and may cause the company quarterly results of operations to fall short of expectations.
- The company inability to effectively collect receivables and default in payment from its Insurer Partners and enterprise clients could result in the reduction of the company profits and adversely affect its business, financial condition, cash flows, results of operations and prospects.
- The company is required to obtain, renew or maintain statutory and regulatory permits, licenses and approvals to operates its business, and any delay or inability in obtaining, renewing or maintaining such permits, licenses and approvals could result in an adverse effect on the company business, prospects, financial condition, results of operations and cash flows.
- The company relies on third-party service providers for a number of services, but its cannot guarantee that such contractors and service providers will comply with relevant regulatory requirements or their contractual obligations.
- If the company is unable to ensure the accuracy and completeness of insurance and other financial product information and the effectiveness of its recommendations on the company platform, it could result in a decline in reliance by Digital Partners and customers, which could materially and adversely affect its business, financial condition, results of operations and cash flows.
- The company insurance coverage may not be sufficient or may not adequately protect its against risks and unexpected events, which may adversely affect the company business, prospects, financial condition, results of operations and cash flows.
- Any variation in the utilization of the Net Proceeds as disclosed in this Red Herring Prospectus shall be subject to certain compliance requirements, including prior Shareholders' approval.
- In the event that the company Net Proceeds to be utilised towards inorganic growth initiatives is insufficient for the cost of its proposed inorganic acquisition, the company may has to seek alternative forms of funding.
- The interests of the company shareholders may not be aligned with your or its interests, and the company cannot assure you that they will not reduce their support for its in the future.
- The company funding requirements and deployment of the Net Proceeds of the Offer are based on management estimates and has not been independently appraised.
- An inability to establish and maintain effective internal control and risk management systems could lead to an adverse effect on the company business, prospects, financial condition, results of operations and cash flows.
- Certain sections of this Red Herring Prospectus disclose information from the Redseer Report which has been prepared exclusively for the Offer and commissioned and paid for by its exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.
- The company has in this Red Herring Prospectus included certain operational and non-GAAP financial measures that may vary from any standard methodology that is applicable across the industry its operates. Some of the company operational measures faces inherent measurement challenges, and any inaccuracies in these metrics could impact its business and reputation.
- If the company cannot maintain its corporate culture as its grow, the company business and operations could be harmed.
- The company has a limited operating history as a public limited company under the Companies Act, 2013. Any failures to comply with the requirements applicable to Indian public limited companies could result in penalties or other regulatory actions and adversely affect its business, financial condition, cash flows, results of operations, reputation and the market price of the company Equity Shares.
- The company has contingent liabilities, and its financial condition could be adversely affected if any of these contingent liabilities materialise.
- The company ability to pay dividends in the future will depends on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of the company financing arrangements.
- The company Directors, Key Managerial Personnel and members of Senior Management has interest in its Company, in addition to their remuneration and reimbursement of expenses.
- The Company has issued Equity Shares during the preceding one year at a price that may be below the Offer Price.
- Some of the company Directors may has interest in entities in similar line of business, which may result in conflict of interest with its.
- The Company will not receive any proceeds from the Offer for Sale portion.
The Issue type of Turtlemint Fintech Solutions Ltd is Book Building.
The minimum application for shares of Turtlemint Fintech Solutions Ltd is 98.
The total shares issue of Turtlemint Fintech Solutions Ltd is 58070267.
Initial public offering of up to 58,070,267 equity shares of face value of Rs.1/- each (the "Equity Shares") of Turtlemint Fintech Solutions Limited ("Company" or "Issuer") for cash at a price of Rs. 144-152 per equity share including a share premium of Rs. 143-151 per equity share (the "Offer Price") aggregating up to Rs. 870.99-882.67 Crores (the "Offer") comprising a fresh issue of 43,468,421 equity shares of face value of Rs.1/- each aggregating up to Rs. 660.72 Crores (the "Fresh Issue") and an offer for sale of up to 14,601,846 equity shares of face value of Rs. 1 each aggregating up to Rs. 221.95 Crores (the "Offer For Sale") consisting of up to 4,323,218 equity shares aggregating up to Rs. 65.71 Crores by the promoter selling shareholders (as defined hereinafter), up to 9,745,181 equity shares aggregating up to Rs. 148.13 Crores by investor selling shareholders (as defined hereinafter) and up to 533,447 equity shares aggregating up to Rs. 8.11 Crores by individual selling shareholders (as defined hereinafter) (collectively, the "Selling Shareholders" and such equity shares, the "Offered Shares").
The company, in consultation with the brlms, may consider a pre-ipo placement aggregating up to Rs.132.14 crores, as may be permitted under applicable law, prior to filing of the pre-ipo placement, if undertaken, will be at a price to be decided by the company, in consultation with the brlms. If the pre-ipo placement is completed, the amount raised pursuant to the pre-ipo placement will be reduced from the fresh issue, subject to compliance with Rule 19(2)(b) of the securities contracts (Regulation) Rules, 1957, as amended ("scrr"). The pre-ipo placement, if undertaken, shall not exceed 20% of the size of the fresh issue. Prior to the completion of the offer, the company shall appropriately intimate the subscribers to the pre-ipo placement, prior to allotment pursuant to the pre-ipo placement, that there is no guarantee that the company may proceed with the offer or the offer may be successful and will result into listing of the equity shares on the stock exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the pre-ipo placement (if undertaken).
Price Band: Rs. 144 to Rs. 152 per equity share of face value of Rs. 1 each.
The floor price and the cap price are 144 times and 152 times the face value of the equity shares, respectively.
Bids can be made for a minimum of 98 equity shares of face value of Rs. 1 each and in multiples of 98 equity shares of face value of Rs. 1 each thereafter.