THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY. THIS IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY OUTSIDE INDIA.
Initial Public Offer of equity shares on the main board of BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE", and together with BSE, the "Stock Exchanges") in compliance with Chapter II and IIA of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations").
	TURTLEMINT FINTECH SOLUTIONS LIMITED
	(formerly known as Turtlemint Fintech Solutions Private Limited, prior to which it was known as Fintech Blue Solutions Private Limited)
	(TO BE LISTED ON THE MAIN BOARD OF BSE AND NSE)
Our Company was incorporated as "Fintech Blue Solutions Private Limited" on April 7, 2015, as a private limited company under the provisions of the Companies Act, 2013, pursuant to a certificate of incorporation issued by the Registrar of Companies, Maharashtra at Mumbai. Subsequently, pursuant to a resolution passed by our Board on April 23, 2025, and a special resolution passed by our Shareholders on April 29, 2025, the name of our Company was changed to "Turtlemint Fintech Solutions Private Limited" and a fresh certificate of incorporation dated May 13, 2025, was issued by the Central Processing Centre, Manesar ("CPC"). Our Company was subsequently converted into a public limited company pursuant to a resolution passed by our Board on May 17, 2025 and a special resolution passed by our Shareholders on May 23, 2025 and accordingly, the name of our Company was changed to "Turtlemint Fintech Solutions Limited", and a fresh certificate of incorporation dated June 5, 2025 was issued by the CPC. For details in relation to the changes in the registered office of our Company, see 'History and Certain Corporate Matters -Changes in the registered office of our Company' on page 286 of the prospectus dated June 23, 2026 ("Prospectus") filed with the Registrar of Companies, Mumbai -I at Mumbai ("RoC")
Corporate Identity Number: U74999MH2015PLC263315
Registered and Corporate Office: The ORB Sahar 4 and 4A, 1st Floor, A wing, Marol Village, Andheri East, Mumbai - 400 099, Maharashtra, India; Contact Person: Prashant Saini, Company Secretary and Compliance Officer; Tel: 022-68387400; E-mail: companysecretary@turtlemint.com; Website: www.turtlemint.com
PROMOTERS OF OUR COMPANY: ANAND ROHIDAS PRABHUDESAI AND DHIRENDRA NALIN MAHYAVANSHI

Our Company has filed the Prospectus with the RoC, and thereafter with SEBI and the Stock Exchanges and the Equity Shares (as defined below) are proposed to be listed on the main board platform of the Stock Exchanges and the trading will commence on Monday, June 29, 2026.

1. Losses, negative cash flow, negative RoNW and EPS and decrease in net worth in the past: We have 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. We have 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). Our Net Worth has decreased from as of March 31, 2023 to December 31, 2025 and we 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 we are unable to generate adequate revenue growth and manage our expenses and cash flows, we may continue to incur losses and our business, financial condition, results of operations and cash flows may be adversely affected.

2. Product concentration risk: We derive majority of revenue from general insurance companies (contributing 93.27% and 87.20% of our 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 our 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 our portfolio mix, could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

3. Dependence on commissions, rewards and fees from Insurer Partners: We derived almost all our 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 our 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 our proforma revenue from operations in Fiscals 2025, 2024 and 2023, respectively). Any reduction in these fee rates may have an adverse effect on our business, financial condition, results of operations and cash flows.

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

5. Dependence on Digital Partners: We depend heavily on our 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 our 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 our proforma total expenses in Fiscals 2025, 2024 and 2023, respectively. Attracting, managing and retaining Digital Partners is critical to our business, and failure to do so in a cost-effective way may have an adverse effect on our business, prospects, financial condition, results of operations and cash flows.

6. Changes in revenue composition affecting comparability: Our 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 our past and future financial performance. Income from marketing fees constituted 53.62% and 88.05% of our 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 our 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 our revenue from operations in Fiscal 2025 and the nine months period ended December 31, 2025 and December 31, 2024, respectively.

7. Decline in income from marketing fees: We 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 our business, financial condition, results of operations and cash flows. Further, we experienced a significant decrease in our 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.

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

9. Dependence on key personnel: Our success depends significantly upon our Promoters, Key Managerial Personnel, Senior Management and certain other employees and our inability to attract, train and retain such persons could harm our ability to maintain and grow our business and given our employee benefits expense accounted for 24.70% and 39.83%, of our 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 our proforma revenue from operations in Fiscals 2025, 2024 and 2023, respectively, any significant increase in our employee benefits expense could adverse our financial condition, results of operations and cash flows.

10. Dependence on internet and mobile adoption: Our growth depends on broader adoption of internet and mobile applications as an effective platform for disseminating insurance products and content.

11. Offer-related risk: The Offer is being undertaken as a Fresh Issue of Equity Shares as well as an Offer for Sale of Equity Shares by the Selling Shareholders. The proceeds from the Offer for Sale will be paid to the Selling Shareholders and we will not receive any proceeds from the Offer for sale.

12. Since basic and diluted EPS for financial year 2025 on restated consolidated financial information of the company is negative, P/E will not be ascertainable. The average industry Price/Earnings Ratio for Financial Year 2025 is 202.33.

13. Weighted Average Return on Net Worth for Fiscals 2025, 2024 and 2023 is (41.54)% and Return on Net Worth for the nine months ended December 31, 2025, is (63.38)% (not annualized).

14. The average cost of acquisition of Equity Shares for Selling Shareholders ranges from Negligible per Equity Share to Rs. 93.52 per Equity Share and the Offer Price at upper end of the Price Band is Rs. 152 per Equity Share.

15. Weighted average cost of acquisition of all Equity Shares transacted in last one year and three years preceding the date of the Prospectus.

The weighted average cost of acquisition for all equity shares acquired in the one year and three years preceding the date of the Prospectus is mentioned below:

16. Weighted average cost of acquisition, Floor Price and Cap Price:

The above details have been certified by S K Patodia & Associates LLP, Chartered Accountants, by way of certificate dated June 23, 2026.

17. The acquisition price at which Equity Shares, Preference Shares or any other specified securities were acquired by the Promoters, the Promoter Group, the Selling Shareholders and the Shareholders with right to nominate directors or other special rights, in the last three years, is as set out below:

18. The four BRLMs associated with the Offer have handled 98 public issues in the past three years, out of which 30 issues closed below the offer price on listing date:

The Offer was made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. The Offer was made through the Book Building Process, in compliance with Regulation 6(2) of the SEBI ICDR Regulations, wherein in terms of Regulation 32(2) of the SEBI ICDR Regulations, at least 75% of the Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs" and such portion the "QIB Portion"), provided that our Company in consultation with the Book Running Lead Managers, allocated up to 60% of the QIB Portion to Anchor Investors, on a discretionary basis in accordance with the SEBI ICDR Regulations (the "Anchor Investor Portion"), and 40% of such Anchor Investor Portion was reserved as under: (i) 33.33% for domestic Mutual Funds, and (ii) 6.67% for Life Insurance Companies and Pension Funds, subject to valid Bids received from the domestic Mutual Funds, Life Insurance Companies and Pension Funds at or above the price at which allocation was made to Anchor Investors. Further, 5% of the Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion was available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids received at or above the Offer Price. Further, not more than 15% of the Offer was available for allocation to non-institutional investors ("Non-Institutional Investors" or "NIls") (the "Non-Institutional Portion") of which one-third of the Non-Institutional Portion was available for allocation to Bidders with an application size of more than Rs. 0.2 million and up to Rs. 1 million and two-thirds of the Non-Institutional Portion was available for allocation to Bidders with an application size of more than Rs. 1 million. The allocation to each Non-Institutional Investor was required to not be less than the minimum application size, subject to availability of Equity Shares in the Non-Institutional Portion and the remaining available Equity Shares, if any, was required to be allocated on a proportionate basis in accordance with the conditions specified in the regard in Schedule XIII of the SEBI ICDR Regulations. Further, not more than 10% of the Offer was available for allocation to retail individual investors ("Retail Individual Investors" or "Rlls") (the "Retail Portion") in accordance with the SEBI ICDR Regulations, subject to valid Bids received at or above the Offer Price. All Bidders (other than Anchor Investors) were required to mandatorily participate in this Offer through the Application Supported by Block Amount ("ASBA") process and provide details of their respective bank account (including UPI ID for UPI Bidders (defined hereinafter)) in which the Bid Amount was blocked by the SCSBs or the Sponsor Bank(s), as the case may be. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For details, specific attention is invited to "Offer Procedure" of the Prospectus.

The bidding for Anchor Investors opened and dosed on Thursday. June 18, 2026. The Company received 32 Anchor Investor Application Forms from 23 Anchor Investors (including 7 domestic mutual funds through 12 Mutual Fund scheme) for 28,516,824 Equity Shares. The Anchor investor price was finalized at Rs. 152 per Equity Share. A total of 26,131,680 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs. 3.972.015.360/-.

The Offer received 54,605 applications for 68,284,244 Equity Shares (prior to rejections) resulting in 1.18 subscription. The details of the applications received in the Offer from various categories are as under: (before rejections):

A summary of the final demand as per BSE and NSE as on the Bid/Offer Closing Date and as at different Bid prices is as under:

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on June 24, 2026.

The Basis of Allotment to the Retail Individual Investors, who have bid at the Cut-Off Price or at the Offer Price of Rs. 152 per Equity Share, was finalized in consultation with the NSE. This category has been subscribed to the extent of 1.01076 times. The total number of Equity Shares Allotted in Retail Portion is 6,272,345 Equity Shares (i.e., Including Spilled over of 465,306 Equity Shares from NIB above 10 Lakhs category) to 50,831 successful Retail Individual Investors. The category-wise details of the Basis of Allotment are as under:

The Basis of Allotment to the Non-Institutional Investors (more than Rs. 0.20 million Up to Rs. 1.00 million), who have bid at the Offer Price of Rs. 152 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 0.55057 times. The total number of Equity Shares allotted in this category is 1,598,576 Equity Shares to 1,023 successful applicants. The category-wise details of the Basis of Allotment are as under:

The Basis of Allotment to the Non-Institutional Investors (more than Rs. 1.00 million), who have bid at the Offer Price of Rs. 152 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 0.44388 times. The total number of Equity Shares allotted in this category is 3,156,874 Equity Shares to 279 successful applicants. The category-wise details of the Basis of Allotment are as under:

Allotment to QIBs, who have Bid at the Offer Price of Rs. 152 per Equity Share or above, has been done on a proportionate basis in consultation with the NSE. This category has been subscribed to the extent of 1.33642 times of Net QIB Portion. As per the SEBI ICDR Regulations, Mutual Funds were allotted 5% of the Equity Shares of Net QIB Portion available i.e., 1,045,546 Equity Shares (i.e., Includes spilled over of 174,490 Equity Shares from NIB above 10 Lakhs Category) and other QIBs and unsubscribed demand of Mutual Funds were Allotted the remaining available Equity Shares i.e., 19,865,377 Equity Shares (i.e. Includes spilled over of 3,315,313 Equity Shares from NIB above 10 Lakhs Category) on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 20,910,923 Equity Shares which were allotted to 15 successful QIB Investors. The category-wise details of the Basis of Allotment are as under:

The Company, in consultation with the BRLMs, have allocated 26,131,680 Equity Shares to 23 Anchor Investors (through 32 Applications) at the Anchor Investor Offer Price of Rs. 152 per Equity Share in accordance with the SEBI Regulations. This represents 60% of the QIB Portion.

The Company on June 24, 2026 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being NSE and has allotted the Equity Shares to various successful Bidders. The Allotment Advice-cum-Intimations and/or notices have been dispatched to the address of the investors as registered with the depositories. Further, the instructions to the Self Certified Syndicate Banks for unblocking of funds, transfer to Public Offer Account have been issued on June 24, 2026 and payment to non-Syndicate brokers have been issued on June 24, 2026. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares Allotted to the successful Allottees have been uploaded on June 25, 2026 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the Listing application with BSE and NSE on June 25, 2026. The Company has received listing and trading approval from BSE and NSE and the trading will commence on June 29, 2026.

Note: All capitalised terms used and not specifically defined herein shall have the same meaning as ascribed to them in the Prospectus.

The details of the allotment made will be hosted on the website of the Registrar to the Offer, KFin Technologies Limited at www.kfintech.com

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the First/sole Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, PAN, date of submission of Bid-cum-Application Form, address of the Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and a copy of the Acknowledgment Slip received from the Designated Intermediary at the address given below:

	KFin Technologies Limited
	301, The Centrium, 3rd Floor, 57,
	Lal Bahadur Shastri Road, Nav Pada, Kurla (West), Mumbai - 400 070, Maharashtra, India
	Tel: + 91 40 6716 2222/ 1800 309 4001
	E-mail: Turtlemint.ipo@kfintech.com
	Website: www.kfintech.com
	Investor grievance e-mail: einward.ris@kfintech.com
	Contact person: M. Murali Krishna
	SEBI registration no.: INR000000221
		For TURTLEMINT FINTECH SOLUTIONS LIMITED
		(formerly known as Turtlemint Fintech Solutions Private Limited, prior to which it was known as Fintech Blue Solutions Private Limited)
		On behalf of the Board of Directors
		Sd/-
Place: Mumbai, Maharashtra		Prashant Saini
Date: June 25, 2026		Company Secretary and Compliance Officer

TURTLEMINT FINTECH SOLUTIONS LIMITED (formerly known as Turtlemint Fintech Solutions Private Limited, prior to which it was known as Fintech Blue Solutions Private Limited) has filed the Prospectus with RoC and the Stock Exchanges on June 23, 2026. The Prospectus is available on the website of SEBI at www.sebi.gov.in, as well as on the websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia. com and www.nseindia.com, respectively, on the website of the Company at www.turtlemint.com and on the websites of the BRLMs, i.e. ICICI Securities Limited, Jefferies India Private Limited, JM Financial Limited and Motilal Oswal Investment Advisors Limited at www.icicisecurities.com, www.jefferies.com, www.jmfl.com and www.motilaloswal.com, respectively. Any potential Bidders should note that investment in equity shares involves a high degree of risk and for details relating to such risk, see "Risk Factors" beginning on page 22 of the Prospectus.

This public announcement is not an offer for sale of the Equity Shares in the United States. The offer and sale of the Equity Shares in the Offer have not been and will not be registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act") or any other applicable law of the United States and, unless so registered, may not be offered or sold within the U.S. except pursuant to an exemption from, or in a transaction not subject to. the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold outside of the U.S in offshore transactions as defined in and in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales are made. There will be no public offering of the Equity Shares in the United States.

It is to be distinctly understood that the permission given by Stock Exchanges should not in any way be deemed or construed that the Offer Document has been cleared or approved by Stock Exchanges nor does it certify the correctness or completeness of any of the contents of the Offer Document. The investors are advised to refer to the Offer Document for the full text of the Disclaimer Clause of NSE and BSE Limited.