The following discussion is intended to convey the managements perspective on our financial condition, results of operations and cash flows as of and for the six months period ended September 30, 2025 and September 30, 2024 and Fiscals 2025, 2024 and 2023. Unless otherwise stated or unless context requires otherwise, the financial information in this section is presented on a restated basis and has been derived from our Restated Consolidated Financial Information. Our Company acquired Turtlemint Insurance Broking Services Private Limited ("TIB") on May 8, 2024 ("TIB Acquisition ") and thus as on the date of this UDRHP-I, TIB is directly held by our Company. We present our Unaudited Proforma Financial Information to illustrate the impact of the acquisition of TIB as set out in the Unaudited Proforma Financial Information on our financial performance for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023 as if the aforesaid acquisition had been consummated on April 1, 2024, April 1, 2023 and April 1, 2022, respectively. Therefore, the following discussion should be read together with our Restated Consolidated Financial Information the schedules and notes thereto and Unaudited Proforma Financial Information and the notes thereto, which appear elsewhere in this UDRHP- I. See "Risk Factors - Internal Risk Factors - Our Company acquired Turtlemint Insurance Broking Services Private Limited with effect from May 8, 2024from 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 this UDRHP-I ispresented 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 " on page 48.
Our Companys financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular Fiscal are to the 12 months ended March 31 of that year. Unless otherwise indicated, or if the context otherwise requires, in this section, references to "the Company" or "our Company" are to Turtlemint Fintech Solutions Limited on a standalone basis, and references to "the Group", "we", "us", "Turtlemint", "our", are to Turtlemint Fintech Solutions Limited and its Subsidiaries, on a consolidated basis. Unless otherwise stated or unless context requires otherwise, all operational data presented in this section on a proforma basis illustrating the impact of the TIB Acquisition on our business and operations as if the aforesaid acquisition had been consummated on April 1, 2024, April 1, 2023 and April 1, 2022, respectively.
Ind AS differs in certain respects from IFRS and U.S. GAAP and other accounting principles with which prospective investors may be familiar. This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under "Risk Factors " and "Forward-Looking Statements " on pages 42 and 40, respectively.
Unless otherwise indicated, industry and market data used in this section have been derivedfrom the report titled "Industry Report on the Indian Insurance Distribution Market" dated January 2026 (the "Redseer Report"), prepared and released by Redseer Strategy Consultants Private Limited and exclusively commissioned and paid for by us in connection with the Offer, pursuant to an engagement letter dated April 1, 2025. Any reference to the Redseer Report must be read in conjunction with the full Redseer Report, shall be made available on our website upon filing of this UDRHP-I until the Bid/Offer Closing Date and has also been included in "Material Contracts and Documents for Inspection - Material Documents" on page 674. The data included herein includes excerpts from the Redseer Report and may have been re-ordered by us for the purposes ofpresentation. There are no parts, data or information (which may be relevant for the proposed Offer) that have been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and other related information derived from the Redseer Report and included herein with respect to any particular year refers to such information for the relevant calendar year or financial year, if so stated. For more information, see "Risk Factors - Internal Risk Factors - Certain sections of this UDRHP-I disclose information from the Redseer Report which has been prepared exclusively for the Offer and commissioned and paid for by us 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" on page 92. For definitions of technical and industry related terms used in this section, please see "Definitions and Abbreviations - Technical/ Industry and Business-Related Terms or Abbreviations" on page 13.
Overview
Turtlemint is a tech-enabled insurance distribution platform that connects customers, insurance advisors and insurers. In 2015, Turtlemint became the first to adopt the point-of-sale person ("PoSP") distribution model and
also has the largest certified PoSP network among the Peer Group as of September 30, 2025 as well as March 31, 2025 (Source: Redseer Report). According to the Redseer Report, we have significantly outpaced the growth of the overall retail insurance market, in terms of gross direct premium income ("GDPI"). While the combined growth rate of retail health, retail life new business, and motor insurance stood at a CAGR of approximately 10.3% between Fiscals 2020 and 2025, we achieved a GDPI growth (within the same categories) of approximately 3.00 times higher in the period (Source: Redseer Report). We have demonstrated significant growth in our Platform Premium, growing from ?6,989.02 million in Fiscal 2020 to ?29,459.36 million in Fiscal 2025, achieving a CAGR of 33.34%, and by 34.59% from ?11,816.89 million in the six months period ended September 30, 2024 to ?15,903.79 million in the six months period ended September 30, 2025. We have facilitated distribution of 19.68 million insurance policies from April 1, 2022 to September 30, 2025 that generated Platform Premium amounting to ?90,249.11 million across 19,153 pin codes (representing 97.80% of the total pin codes (i.e., 19,583 pin codes) in India, as of August 2025, according to the Redseer Report).
We have onboarded and empowered a large and geographically diversified base of 603,302 Digital Partners, including 484,832 PoSPs, as of September 30, 2025, who have completed the mandatory training, enabling them to obtain the requisite certification to distribute insurance products in accordance with applicable IRDAI regulations, including the Guidelines on Point of Sales Person - Non-Life & Health Insurers (IRDA/ Int/ GDL/ ORD/ 183/ 10/2015) and any subsequent amendments ("PoSP Regulations"). In Fiscal 2025 and the six months period ended September 30, 2025, we onboarded 99,178 and 59,330 Digital Partners, respectively, further strengthening our distribution presence across India.
According to the Redseer Report, insurance products are inherently complex and hence customers often seek guidance throughout their insurance journey, not just at the time of purchase, but also during post-sale servicing and claims. Recognizing this, we have focused on building a comprehensive tech-driven, mobile-first platform supported with our physical branch network for our Digital Partners, enabling them to deliver effective advisory services to customers. Our platform equips Digital Partners with tools 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. This integrated approach of our technology platform combined with "on-the-ground" Digital Partners creates a seamless offering to effectively serve customers within their communities. We have made, and intend to continue making, investments in artificial intelligence ("AI") technologies, including agentic architectures. These investments are intended to enhance Digital Partner productivity, streamline operational processes and expand the scalability of customer support. Our AI-driven tools are designed to facilitate more personalized advice, accelerate issue resolution and improve service delivery, particularly in underserved markets in India.
According to the Redseer Report, the insurance distribution landscape has undergone a fundamental transformation with the rise of digital platforms. 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. Recognising that customers still require assistance throughout the insurance journey, especially during product selection and claims, these digital brokers have adopted the POSP model. (Source: Redseer Report)
The image below illustrates the differences between the traditional insurance distribution model and the advanced phygital model, implemented at scale by us. The traditional setup features fragmented distribution and uncoordinated, agent-led sales (Source: Redseer Report). In contrast, our phygital (i.e., physical and digital) approach provides structure, scalability and efficiency by leveraging technology as an enabler to support, rather than replace, agents. Through our integrated platform, customers benefit from access to a broad selection of insurance products, as well as subject matter expert guidance from our Digital Partners. Our technology platform empowers our Digital Partners to deliver tailored advice and quality service, ensuring that customers receive solutions aligned with their needs. Digital Partners are able to interact with multiple insurers through our platform, allowing them to provide customers with informed recommendations and a comprehensive range of options. As of March 2025, Turtlemint Pro, our advisor app for Digital Partners, has recorded the highest number of downloads among insurance seller apps in India as per Sensor Tower, a market intelligence firm (Source: Redseer Report). Our platform is structured to facilitate a "many-to-one" relationship, whereby Digital Partners generate demand from a broad customer base while accessing a diverse supply of insurance and financial products from multiple insurers and financial service providers.
We have established a significant presence in B30+ markets, which refer to the rest of India except Top 30 cities by population ("T30"), according to the Redseer Report. As of September 30, 2025, 80.05% of our Digital Partners are based in B30+ markets and 74.79% of Platform Premium distributed sold in B30+ markets. According to the Redseer Report, on the other hand, the industry share of premium from B30+ markets in motor, retail health, and life insurance new business was 50%-60% as of March 31, 2025. Further, B30+ markets are expected to contribute significantly to insurance growth, accounting for 45%-54% of total GDPI from motor insurance with a CAGR of 14%—17%, 37%-43% of health insurance GDPI with a CAGR of 17%-19% and 67%-75% of total life new business GDPI with a CAGR of 10%-11% between Fiscals 2025 and 2030 (Source: Redseer Report). B30+ markets are projected to experience insurance demand growth rates up to 1.6 times higher than T30 between Fiscals 2025 and 2030 for motor, health and life new business insurance (Source: Redseer Report). In addition, we cater to the T30 markets, with 19.95% of our Digital Partners based in these markets, as of September 30, 2025. By empowering Digital Partners in these markets with our comprehensive suite of digital tools and advisory support, we are well-positioned to drive insurance adoption and support the Government of Indias broader goal of increasing insurance penetration across India.
We have partnered with 44 Insurer Partners, as of September 30, 2025 (representing 70% of all life and general insurers in India, according to the Redseer Report), enabling our Digital Partners to offer customers an unbiased selection of brands and products that address their individual requirements.
We are positioned at the intersection of a large, diversified network of Digital Partners and partnerships with Insurer Partners, enabling us to benefit from network effects as our platform scales. This positioning supports our long-term growth and enables us to contribute to the objectives of the Government of India and the Insurance Regulatory and Development Authority of Indias ("IRDAI") to increase insurance penetration. The IRDAI envisions achieving ‘Insurance for All by 2047, aiming to ensure that every Indian citizen has access to suitable life, health, and property insurance coverage, and that all enterprises can avail themselves of appropriate insurance solutions (Source: Redseer Report).
For further information, see "Our Business - Overview" on page 229.
Key Developments
Acquisition of our Subsidiary, Turtlemint Insurance Broking Services Private Limited ("TIB Acquisition")
Pursuant to a share subscription agreement dated March 13, 2024 ("SSA") entered into by and between our Promoter, Dhirendra Nalin Mahyavanshi, TIB and our Company, our Company acquired 75.14% of TIBs equity share capital, a company based in India and engaged in the business of providing insurance broking services at ?68 per equity share amounting to ?1,049.05 million and an additional 24.86% of the voting shares on September 28, 2024, by way of buyback transaction undertaken by TIB to other pre-existing shareholders at ?17 per share amounting to ?86.77 million. Consequently, with effect from May 8, 2024, TIB became a subsidiary of our Company and subsequent to the buyback transaction by way of an offer letter dated September 21, 2024, TIB
became a wholly owned subsidiary of our Company. Accordingly, our financial condition and results of operations: (i) as of and for the six months period ended September 30, 2025 on a restated basis reflect the operations of TIB for the entire period; (ii) as of and for the financial year ended March 31, 2025 and as of and for the six months period ended September 30, 2024 on a restated basis reflect the operations of TIB only from May 8, 2024 to March 31, 2025 and May 8, 2024 to September 30, 2024, respectively; and (iii) as of and for the financial years ended March 31, 2024 and March 31, 2023 on a restated basis do not include the operations of TIB. As a result, our financial condition and results of operations: (i) as of and for the six months period ended September 30, 2025 on a restated basis are not comparable to our financial condition and results of operations as of and for the six months period ended September 30, 2024 on a restated basis; and (ii) as of and for the financial year ended March 31, 2025 on a restated basis are not comparable to our financial condition and results of operations as of and for the financial years ended March 31, 2024 and March 31, 2023 on a restated basis.
This UDRHP-I contains our Unaudited Proforma Financial Information for the financial year ended March 31, 2025, 2024 and 2023. The Unaudited Proforma Financial Information has been prepared to illustrate the impact of the TIB Acquisition on our financial performance as if the TIB Acquisition had been consummated on April 1, 2024, April 1, 2023 and April 1, 2022 for the purpose of unaudited proforma statement of profit and loss for the financial year ended March 31, 2025, 2024 and 2023, respectively.
Our management believes that the Unaudited Proforma Financial Information may provide additional context for understanding our business and future prospects. For further information, see Proforma Financial Information" on page 380. Also, see "Risk Factors - Internal Risk Factors - 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 this UDRHP-I 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 on page 48.
Regulatory changes affecting the results of operations
According to the Redseer Report, effective Fiscal 2024, IRDAI revised the erstwhile Payment of Commission Regulation from the Payment of Commission or Renumeration or Reward to Insurance Agents and Insurance Intermediaries, 2016 to Insurance Regulatory and Development Authority of India (Payment of Commission) Regulations, 2023. The new regulations, while removing the commission caps, put in place overall limits on expense of management ("EOM") of the general insurance, health and life insurers. These EOM caps were at 30% of gross written premium ("GWP") for general insurance, 35% of GWP for standalone health insurers. The revised regulations provide insurers with significantly greater flexibility in expense allocation and have materially altered how they manage their cost structures. Notably, the definition of "commission" has also been expanded to include any form of compensation - whether termed remuneration, reward, or otherwise - paid by an insurer to an insurance agent or intermediary for soliciting, procuring, or transacting insurance business. According to the IRDAI Annual Report for Fiscal 2024, this shift has led to an approximate 97% increase in commission payouts by general insurers - from ?201.4 billion in Fiscal 2023 to ?396.0 billion in Fiscal 2024. This also resulted in insurers scaling back their spends on marketing spends. Insurers have scaled back their operating expenses, which declined by approximately 30% during the same period. This redistribution of expenses has enabled insurers to reward outcome-linked distribution efforts more effectively. In particular, insurtech intermediaries that play a significant role in market development, such as improving access in underpenetrated regions, supporting PoSPs, and driving digital adoption, have become key beneficiaries. As a consequence of such a change, the extent of marketing services that insurtech firms could provide to the insurance companies also underwent material changes. These players are now able to command higher payouts from insurers in recognition of their role in expanding the insurance footprint and enhancing last-mile service delivery. Further, as a result, commissions as a share of total expenses (commission plus operating) increased from 26.8% in Fiscal 2023 to 50.6% in Fiscal 2024, indicating a fundamental pivot toward distribution-led growth. These reforms have collectively driven the scale- up of PoSP-led, tech-enabled assisted distribution, contributing to a steady rise in premium volumes across motor and health insurance segments. (Source: Redseer Report)
As per the Redseer Report, commission structures in the insurance broking industry are generally established in advance through mutual agreement between brokers and their Insurer Partners, in accordance with regulatory guidelines. Revenue earned from insurance distribution typically includes commissions and rewards for both new policy issuances and renewals, with payouts linked to the GWP recognized by the insurer. As outlined in the IRDAIs Master Circular on Actuarial, Finance and Investment Functions of Insurers dated May 17, 2024, premiums for long-term policies, where collections or the entire policy term spans beyond 12 months, GWP must
be recognized annually. Accordingly, GWP for such policies is recognized by the insurers on a ‘ 1/n basis, wherein the total premium is spread evenly across the policy tenure, and commission expenses incurred by the insurers on the sale of such policies are paid only on the recognized GWP for each financial year. As a result, brokers may experience timing-related delays in billing the commission to the insurer partners. (Source: Redseer Report)
As a result of these regulatory changes, our proforma income from distribution of financial products increased by 221.99% from ?1,590.09 million in Fiscal 2023 to ?5,120.00 million in Fiscal 2024 and further by 34.02% to ?6,861.58 million in Fiscal 2025, while our proforma income from marketing fees has declined from ?3,572.67 million (accounting for 66.41% of our proforma revenue from operations) in Fiscal 2023 to ?402.32 million (accounting for 7.13% of our proforma revenue from operations) in Fiscal 2024 and further to ?0.00 million in Fiscal 2025. Further, our income from marketing fees was nil in the six months period ended September 30, 2025. Our acquisition of TIB, which was initiated prior to these regulatory changes, has enabled us to further invest in technology platforms, expand the reach of our Turtlemint Pro app, and increase our emphasis on technology enabled distribution of financial products. For further information, see "Risk Factors - Internal Risk - We earned nil/minimal income from marketing fees in the six months period ended September 30, 2025 and September 30, 2024 and Fiscal 2025, and income from marketing fees as a percentage of proforma revenue from operations declined from 66.41 % in Fiscal 2023 to 7.13% in Fiscal 2024, which led to an adverse affect on 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 14,199.17 million in Fiscal 2023 to ?786.42 million in Fiscal 2024primarily due to the decrease in income from marketing fees" on page 53.
Also, see "Risk Factors - Internal Risk - We derived almost all our revenues from commissions, rewards and fees received from Insurer Partners and other financial service providers in the six months period ended September 30, 2025 and September 30, 2024, and Fiscals 2025 and 2024 (income from distribution of financial products accounted for 98.91% and 95.81% of our revenue from operations in the six months period ended September 30, 2025 and September 30, 2024, respectively, and proforma income from distribution offinancial products accountedfor 97.99%, 90.75% and 29.56% of our proforma revenuefrom 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"", "Risk Factors - Internal Risk - We operate in an emerging and dynamic industry, which makes it difficult to predict our future prospects and there can be no guarantee that our current or future strategies will be successfully implemented or that we will continue to grow or generate profits, which could adversely affect our business, reputation, financial condition, results of operations and cash flows", "Risk Factors - Internal Risk - We are subject to a stringent regulatory framework governed by various laws and regulations that affect the flexibility of our operations and business practices and increase compliance costs. Any tightening of regulatory limits or non-compliance may result in penalties or sanctions that could have an adverse effect on our business, prospects, financial condition, results of operations and cashflows" on pages 47, 80 and 62, respectively.
Our Business Model
We are a technology-enabled distributor of financial products, with a primary focus on insurance. We develop proprietary technology platforms that empower Digital Partners and Insurer Partners to engage with customers and facilitate the sale of insurance and financial products.
TIB, one of our wholly owned Subsidiary, is a composite insurance broker registered with IRDAI. Turtlemint Mutual Funds Distributors Private Limited ("TMF"), one of our wholly owned Subsidiary, is registered with the Association of Mutual Funds in India ("AMFI") and is engaged in the distribution of mutual fund products. TIB and TMF leverage our technology platforms to collaborate with Insurer Partners and other partners such as asset management companies, and our network of Digital Partner who in turn reach customers to distribute insurance and other financial products. We have also expanded our offerings to include other financial services products, such as personal loans and credit cards, which are also distributed through our Digital Partner network.
We operate an asset-light business model. We invest in technology with the aim to establish a national-wide presence across India. From April 1, 2022 to September 30, 2025, we facilitated distribution of insurance policies across 19,153 pin codes in India through our teams and Digital Partner network and have established 81 physical branch offices, as of September 30, 2025, dedicated to engaging and supporting our Digital Partners. We act solely as distributors of insurance and other financial products and do not assume any product liability.
Income
Revenue from operations
Our revenue from operations comprises:
Income from distribution of financial products
Income from distribution of financial products refers to the revenue generated from: (i) commissions and rewards received from Insurer Partners from the sale and renewal of insurance policies by TIB, our Subsidiary, through our platform; (ii) commission income received from asset management companies (through TMF, our Subsidiary) from the sale and distribution of mutual funds, which are based on the assets under management facilitated by us for the respective asset management companies; and (iii) commission and fee income received from other financial service providers from the sale and distribution of other financial products, such as loans and credit cards, which is based on distribution service agreements negotiated with such other financial service providers. Accordingly, we do not generate revenues directly from the customers.
For insurance products, the commission rates are typically a percentage of the premiums originated by us through our platform for our Insurer Partners. Such commissions are typically billed and recognized monthly, based on statements related to insurance premium and policies from our Insurer Partners. For long-term policies, commission income is recognised to the extent of satisfaction of performance obligation at the time of policy issuance, while the billing and collection of the commission income may happen over the period of the policy term.
For mutual funds, we earn commission income from asset management companies, which are based on new customer acquisitions and the assets under management facilitated by us for the respective asset management companies. For other financial products such as personal loans and credit cards, revenue is generated through distribution service agreements negotiated with financial services companies. These agreements typically specify the basis and amount of fees for distribution services.
Income from technical and support services
Income from technical and support services refers to the revenue generated from providing technology and other support services, including through our Turtlefin platform, to Insurer Partners and enterprise clients, including banks, financial institutions, ecommerce players, and fintech companies. These services are aimed at enhancing their capabilities in distributing insurance and other financial products to their customers and/or employees. Income from technical and support services is earned through service agreements.
Income from marketing fees
Income from marketing fees refers to the revenue generated from online marketing, advertising and other related services we provided to our Insurer Partners. In Fiscal 2025 and the six months period ended September 30, 2025, we did not generated any revenue from income from marketing fees on account of certain regulatory changes. For details on the regulatory changes and impact on commissions and marketing fees, see Key Developments - Regulatory changes affecting the results of operations" on page 533.
Other income
Other income primarily comprises interest income on financial assets measured at amortised cost from deposits with banks and financial institution and on unwinding of security deposits, interest on income-tax refund, gain on early termination of lease and miscellaneous income.
Expenses
Our primary expenses include:
Employee benefit expenses
Employee benefit expenses comprise salaries, wages and bonus, contribution to provident and other funds, share based payment expense and staff welfare expense. Our primary employee benefits expenses include expenses to acquire and retain our employees in our operations and sales team who are involved in supporting our Digital Partners to enable transactions on our platform for customers.
Finance costs
Finance costs comprise interest expense of financial liabilities measured at amortised cost on lease liabilities, bank loans and debentures.
Depreciation and amortisation expenses
Depreciation and amortization expenses relate to the depreciation for property, plant and equipment and right of use of leasehold premises, reflecting our asset-light capital strategy, as we do not own any offices and amortisation for other intangible assets primarily comprising of technology infrastructure and IT equipment.
Impairment on non current assets
Impairment on non current assets includes impairment on goodwill, which represents goodwill recognized on the acquisition of certain assets and business contracts from Last Decimal Private Limited.
Impairment losses on financial instruments
Impairment losses on financial instruments includes financial instruments measured at amortised cost for allowance for credit loss on trade receivables, provision for amount recoverable from point of sales person and allowance for credit loss on security deposits.
Other expenses
Other expenses primarily include:
Commission expense on distribution of financial products: Commission expense on distribution of financial products refers to the commissions paid to Digital Partners for the sale and distribution of insurance and financial service products. Commission expenses are incurred for payouts to Digital Partners for distributing insurance and other financial products to customers. The commission rates are determined through commercial negotiations with Digital Partners and may include base rates as well as campaign-based incentives;
Advertisement and marketing expenses (including acquisition marketing): Advertisement and marketing expenses (including acquisition marketing) primarily refers to: (i) the onboarding and referral payments for the recruitment of new Digital Partners into our network and related promotion expenses; and (ii) costs of brand marketing channels including digital marketing, affiliate marketing, television or other mass media campaigns;
Web hosting and domain charges: Web hosting and domain charges include server charges related to operating our technology platforms.
Tech and other support expense: Tech and other support expense related to the issuance of insurance policies, customer renewals and the operation of software platforms used to service other Digital Partner requests, including claims processing.
Other expenses also include communication expenses, office expenses, travelling and conveyance, software charges, professional fees, repairs and maintenance charges, rates and taxes, recruitment cost, and electricity charges.
Factors Affecting Our Results of Operations and Financial Condition
Our financial condition and results of operations have been, and will continue to be, affected by a number of factors, including the following:
Ability to attract and retain Digital Partners for our platform
Our long-term growth, financial condition and results of operations depend upon our continued ability to attract and retain Digital Partners for our platform. Digital Partners are central to our business model, acting as trusted advisors who bridge the gap between customers and Insurer Partners and other financial service providers. To retain and grow the number of Digital Partners, we are committed to empowering our Digital Partners through comprehensive training through Turtlemint Academy, unified technology platform, customer engagement tools, flexible engagement and alternate earning opportunities, on-job support system and frictionless business model. For further details, see "Our Business - Our Ecosystem and Offerings - Digital Partners" on page 233.
Our platform offers substantial and increasing earning opportunities for Digital Partners. As illustrated in the Digital Partner earnings cohort chart below, we have observed that each Digital Partner cohort has predominantly
experienced an increase in their average earnings. Each cohort comprises Digital Partners who completed PoSP certification and received their initial payout from us during a specific fiscal year. For example, the Fiscal 2020 cohort includes all Digital Partners who obtained PoSP certification and received their first payout from us in Fiscal 2020. For the Fiscal 2020 Digital Partner cohort, the average earnings in Fiscal 2025 increased to 2.8 times their average earnings in Fiscal 2020.
We believe our platform offers a strong value proposition to Digital Partners, encouraging them to remain active and transact on our platform for multiple years, thereby growing their businesses alongside ours. For further information on retention rate of Digital Partners, see "Our Business - Our Strengths - Consistently strong earnings and high Digital Partner retention drive favourable unit economics and operating leverage" on page 252.
We believe the strong value proposition has helped us attract and retain Digital Partners. Our Digital Partner base has grown at a CAGR of 34.20% from 119,643 as of March 31, 2020 to 603,302 as of September 30, 2025. We depend on our Digital Partners for distributing various financial products and undertaking marketing services, for which we remunerate them in the form of commission payouts and marketing services fees. The commission rates are determined through commercial negotiations with Digital Partners and may include base rates as well as campaign-based incentives.
We incur substantial costs associated with the recruitment, activation, management and retention of Digital Partners. These costs primarily include commission payments, marketing service fees, referral fees paid to Digital Partners, and salaries for our frontline employees who are responsible for recruiting, onboarding and enhancing the productivity of our Digital Partners.
The following table sets forth the number of Digital Partners and Cost of acquiring and retaining Digital Partners and its percentage of total expenses as of and for the periods indicated:
Particulars |
As of and for the six months period ended September 30, |
|
| 2025 | 2024(3) | |
Number of Digital Partners? |
603,302 | 504,273 |
Cost of acquiring and retaining Digital Partners (2) (? million) (A) |
4,292.37 | 2,080.67 |
Total expenses (? million) (B) |
5,605.32 | 3,328.36 |
Cost of acquiring and retaining Digital Partners as a percentage of total |
76.58% | 62.51% |
expenses (%) (C = A/B*100) |
||
Notes: |
||
(1) Number of Digital Partners refers to any user who has registered on our TurtlemintPro platform to distribute insurance and other financial products and completed KYC having provided us with their phone number, name and permanent account number. Digital Partners also include PoSPs who have completed the mandatory training, enabling them to obtain the requisite certification to distribute insurance products in accordance with applicable IRDAI regulations, including the PoSP Regulations.
(2) Cost of acquiring and retaining Digital Partners refer to commission payments, marketing service fees, referral fees paid to Digital Partners, and salaries for our frontline employees (including contracted staff) who are involved in recruiting and managing our Digital Partners.
(3) Six months period ended September 30, 2024 include operations of TIB only from May 8, 2024 to September 30, 2024.
The following table sets forth the number of Digital Partners and Cost of acquiring and retaining Digital Partners as of and for the years indicated:
Particulars |
As of and for the financial year ended March 31, |
||
| 2025 | 2024 | 2023 | |
Number of Digital Partners? |
543,972 | 444,794 | 376,618 |
Cost of acquiring and retaining Digital Partners (2) (? million) (A) |
6,512.98 | 5,265.97 | 5,988.91 |
Proforma total expenses (T million) (B) |
9,307.50 | 7,906.15 | 8,606.60 |
Cost of acquiring and retaining Digital Partners as a percentage of proforma total expenses (%) (C = A/B*100) |
69.98% | 66.61% | 69.59% |
Note:
(1) Number of Digital Partners refers to any user who has registered on our TurtlemintPro platform to distribute insurance and other financial products and completed KYC having provided us with their phone number, name and permanent account number. Digital Partners also include PoSPs who have completed the mandatory training, enabling them to obtain the requisite certification to distribute insurance products in accordance with applicable IRDAI regulations, including the PoSP Regulations.
(2) Cost of acquiring and retaining Digital Partners refer to commission payments, marketing service fees, referral fees paid to Digital Partners, and salaries for our frontline employees (including contracted staff) who are involved in recruiting and managing our Digital Partners.
Relationships with Insurer Partners
Our relationships with Insurer Partners remain critical to our ability to offer customers with various insurance products. We believe our long-term revenue growth is correlated with our ability to acquire and retain Insurer Partners on our platforms. As of September 30, 2025, our platform is integrated with 44 Insurer Partners and we distributed 3.33 million, 2.70 million, 6.11 million, 4.75 million and 5.48 million insurance policies in the six months period ended September 30, 2025 and September 30, 2024, and Fiscals 2025, 2024 and 2023, respectively. Our tech-first approach provides a cost-effective and efficient distribution channel, while our data-driven insights empower Insurer Partners to tailor their product offerings and marketing strategies to better meet customer needs. For further details, see "Our Business - Our Ecosystem and Offerings - Insurer Partners" on page 233.
Ability to drive revenues from renewal premium from customers
Our engagement with customers extends beyond the initial sale of new policies to include ongoing support at the time of policy renewals, which are facilitated by our Digital Partners. Accordingly, our financial condition and results of operations depend upon our continued ability to drive revenues from renewal premium from customers. We have built tech enabled processes to ensure that the renewal process is seamless and convenient for customers. To further support this, we provide our Digital Partners with advanced CRM tools through the Turtlemint Pro app, enabling them to assist their customers effectively throughout the renewal process.
The resources required to secure policy renewals are relatively lesser than those needed to acquire new business. Our renewal operations are managed by a focused team of employees, who are further supported by digital communications with both customers and Digital Partners. Additionally, our efforts at renewal are augmented by efforts from our Insurer Partners in securing the renewals, further reducing our direct manpower. As a result, the number of employees dedicated to renewals is lower than those focused on new business premium acquisition. As our renewal portfolio continues to grow, we benefit from enhanced operating leverage, further strengthening the overall efficiency and profitability of our business.
The following table sets forth details of the renewal commission revenue we have generated through our platform and its percentage of revenue from operations for the periods indicated:
Particulars |
Six months period ended September 30, |
|||
2025 |
2024(2) | |||
Renewal commission revenue (? million) (1) (A) |
893.96 |
545.95 | ||
Revenue from operations (B) (? million) |
4,633.28 |
2,214.47 | ||
Particulars |
Six months period ended September 30, |
|||
| 2025 | 2024(2) |
|||
Renewal commission revenue as a percentage of revenue from operations (%) (C = A/B*100) |
19.29% | 24.65% |
||
Note:
(1) Renewal commission revenue refers to the commission earned on renewal policies. Renewal policies refers to policies which are renewed either with the same insurer partner or a different insurer partner in a given Fiscal.
(2) Six months period ended September 30, 2024 include operations of TIB only from May 8, 2024 to September 30, 2024.
The following table sets forth details of the renewal commission revenue we have generated through our platform for the years indicated:
Particulars |
2025 | Fiscal
2024 |
2023 |
Renewal commission revenue (t million) (1)* (A) |
1,487.40 | 1,281.44 | 318.48 |
Proforma revenue from operations (B) (t million) |
7,002.65 | 5,641.68 | 5,379.75 |
Renewal commission revenue as a percentage of proforma revenue from operations (%) (C = A/B*100) |
21.24% | 22.71% | 5.92% |
Notes:
* We experienced an increase in renewal commission revenue in Fiscal 2024 compared to Fiscal 2023 on account of certain regulatory changes resulting in an increase in commissions (including renewal commission). According to the Redseer Report, effective Fiscal 2024, IRDAI revised the erstwhile Payment of Commission Regulation from the Payment of Commission or Renumeration or Reward to Insurance Agents and Insurance Intermediaries, 2016 to Insurance Regulatory and Development Authority of India (Payment of Commission) Regulations, 2023. Notably, the definition of "commission" has also been expanded to include any form of compensation - whether termed remuneration, reward, or otherwise - paid by an insurer to an insurance agent or intermediary for soliciting, procuring, or transacting insurance business (Source: Redseer Report). For further details on the regulatory changes and impact on commissions and marketing fees, see "Managements Discussion and Analysis of Financial Condition and Results of Operations - Key Developments - Regulatory changes affecting the resuhs of operation " on page 533.
(1) Renewal commission revenue refers to the commission earned on renewal policies. Renewal policies refers to policies which are renewed either with the same insurer partner or a different insurer partner in a given Fiscal.
Managing our cost base as we scale our operations
Our ability to achieve and sustain profitability is closely linked to the cost-effectiveness of our business. During Fiscals 2023 and 2025, we have been able to reduce our proforma total expenses as a percentage of our proforma revenue from operations, from 159.98% in Fiscal 2023 to 140.14% in Fiscal 2024, further to 132.91% in Fiscal 2025. Further, our total expenses as a percentage of our revenue from operations has decreased from 138.06% in the six months period ended September 30, 2024 to 120.42% in the six months period ended September 30, 2025. We believe that we have significant operating leverage in our operations, and as we grow, we expect to stabilize our Proforma Fixed Expenses/ Fixed Expenses (i.e. proforma total expenses/ total expenses less Customer Acquisition Cost, Direct Employee Cost and Costs of Direct Operations), improve employee efficiency and improve our profitability.
Our primary operating expenses consist of commission expense on distribution of financial products, employee benefit expenses as well as advertisement and marketing expenses (including acquisition marketing) and tech and other support expenses. Digital partners play a critical role in our distribution model by facilitating the sale of insurance and financial products to end customers. Our efforts and investments have enabled us to onboard and empower a large and geographically diversified base of 603,302 Digital Partners, including 484,832 PoSPs, as of September 30, 2025. As of September 30, 2025 as well as March 31, 2025, Turtlemint operates the largest number of registered PoSP distribution network amongst the Peer Group, according to the Redseer Report, with presence across 19,153 pin codes in India, as of September 30, 2025. We have facilitated distribution of 19.68 million insurance policies from April 1, 2022 to September 30, 2025 that generated Platform Premium amounting to t90,249.11 million across 19,153 pin codes to the underserved population in India.
To support our Digital Partners, we employ a team of frontline employees responsible for recruiting, onboarding and enhancing the productivity of our Digital Partners. Such employees are located in our 81 physical branch offices across India, as of September 30, 2025, and in our call centers. In addition, we incur tech and other support expense related to the issuance of insurance policies, customer renewals and the operation of software platforms used to service other Digital Partner requests, including claims processing.
Our initiatives to recruit and retain Digital Partners, optimize frontline employee team efficiency and invest in technology tools have contributed to improvements in our Proforma Service EBITDA. We use Proforma Service EBITDA as a key metric in evaluating our operating performance and believe it is a useful measure as it takes into consideration the direct costs (i.e. Customer Acquisition Cost, Direct Employee Cost and Costs of Direct
Operations) of operating our business. Our Proforma Service EBITDA margin has increased from (12.04)% in Fiscal 2023 to 9.93% in Fiscal 2024 and further to 11.89% in Fiscal 2025. Further, our Service EBITDA margin was 12.42% in the six months period ended September 30, 2024 and 11.04% in the six months period ended September 30, 2025.
The following table sets out our key financial information on a restated basis for the periods/ years indicated:
Particulars |
Six months period ended September 30, |
Fiscal | |||
| 2025 | 2024* | 2025* | 2024* | 2023* | |
Revenue from operations (? million) |
4,633.28 | 2,214.47 | 6,627.12 | 786.42 | 4,199.17 |
Period-on-period/ Year-on-year increase/ (decrease) in revenue from operations (%) |
109.23% | NA | 742.69% | (81.27%) | NA |
Total income (? million) |
4,693.68 | 2,386.92 | 6,932.06 | 1,191.17 | 4,601.13 |
Loss before exceptional items and tax tax (? million) |
(911.64) | (941.44) | (1,893.62) | (1,933.48) | (2,881.83) |
Loss for the period/ year (? million) |
(1,251.48) | (989.13) | (1,941.05) | (1,933.48) | (2,881.83) |
Adjusted EBITDA(1) (? million) |
(770.74) | (916.65) | (1,766.11) | (1,987.28) | (3,057.79) |
Notes:
* Fiscals 2024 and 2023 do not include the operations of TIB, which was acquired only with effect from May 8, 2024. Fiscal 2025 and the six months period ended September 30, 2024 include operations of TIB only from May 8, 2024.
(1) Adjusted EBITDA for the relevant period/year equals loss for the period/year plus total tax expense, finance costs, depreciation and
amortisation expense, share based payment expense and exceptional items less other income. For the reconciliation of Non-GAAP measures to GAAP measures, see "Other Financial Informrtion — Reconciliation of Non-GAAP Measures " on page 526.
The following table sets out our key financial information on a restated basis for the periods/ years indicated:
Particulars |
Six months period ended September 30, |
Fiscal | |||
| 2025 | 2024* | 2025* | 2024* | 2023* | |
Service EBITDA (1) (? million) |
511.48 | 274.97 | 824.33 | - (3) |
- (3) |
Service EBITDA Margin (2) (%) |
11.04% | 12.42% | 12.44% | - (3) |
- (3) |
Notes:
* Fiscals 2024 and 2023 do not include the operations of TIB, which was acquired only with effect from May 8, 2024. Fiscal 2025 and the six months period ended September 30, 2024 include operations of TIB only from May 8, 2024.
(1) Service EBITDA equals revenue from operations less Customer Acquisition Cost (i.e., total expenses directly attributable to operational activities in generating revenue from operations which includes commission paid), Direct Employee Cost (i.e., employee benefit expenses related to the sales personnel who are the primary contact for Digital Partners for their pre and post sales activities including renewals and claims support) and Costs of Direct Operations (i.e. certain tech platforms costs pertaining to policy issuance, post-sales support, renewals and claims). For the reconciliation of Non-GAAP measures to GAAP measures, see "Other Financial Information— Reconciliation of Non-GAAP Measures" on page 526.
(2) Service EBITDA Margin for the relevant period/year equals Service EBITDA for the relevant period/ year as a percentage of revenue from operations for the relevant period/ year. For the reconciliation of Non-GAAP measures to GAAP measures, see "Other Financial Information— Reconciliation of Non-GAAP Measures " on page 526.
(3) We conduct the business of direct broking of insurance policies through our Subsidiary, TIB, which we acquired with effect from May 8, 2024, and accordingly, TIB accounts for majority of our revenue and expenses. As a result, Service EBITDA and Service EBITDA Margin, on a restated basis, for Fiscals 2024 and Fiscal 2023 have not been disclosed since TIB was not included in our results of operations and financial condition during these Fiscals. For further information, see "Managements Discussion and Analysis of Financial Condition and Results of Operations - Key Developments " and "History and Certain Corporate Matters - Details regarding material acquisitions of divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in 10 years" on pages 532 and 283, respectively.
The following table sets out our key financial information on a proforma basis for the years indicated:
Particulars |
2025 | Fiscal
2024 |
2023 |
Proforma revenue from operations (? million) |
7,002.65 | 5,641.68 | 5,379.75 |
Year-on-year increase/ (decrease) in proforma revenue from operations (%) |
24.12% | 4.87% | NA |
Proforma loss for the year (? million) |
(2,025.62) | (1,869.90) | (2,837.56) |
Proforma Adjusted EBITDA (1) (? million) |
(1,863.27) | (1,821.21) | (2,921.97) |
Proforma Service EBITDA (2) (? million) |
832.28 | 560.42 | (647.65) |
Proforma Service EBITDA Margin (3) (%) |
11.89% | 9.93% | (12.04%) |
Notes:
(1) Proforma Adjusted EBITDA for the relevant year equals proforma loss for the year plus proforma total tax expense, proforma finance costs, proforma depreciation and amortisation expense and proforma share based payment expense less proforma other income. For the reconciliation of Non-GAAP measures to GAAP measures, see "Other Financial Information — Reconciliation of Non-GAAP Measures" on page 526.
(2) Proforma Service EBITDA equals proforma revenue from operations less Customer Acquisition Cost (i.e., total expenses directly attributable to operational activities in generating proforma revenue from operations which includes commission paid), Direct Employee
Cost (i.e., proforma employee benefit expenses related to the sales personnel who are the primary contact for Digital Partners for their pre and post sales activities including renewals and claims support) and Costs of Direct Operations (i.e. certain tech platforms costs pertaining to policy issuance, post-sales support, renewals and claims). For the reconciliation of Non-GAAP measures to GAAP measures, see "Other Financial Information— Reconciliation of Non-GAAP Measures" on page 526.
(3) Proforma Service EBITDA Margin for the relevant year equals Proforma Service EBITDA for the relevant year as a percentage of proforma revenue from operations for the relevant year. For the reconciliation of Non-GAAP measures to GAAP measures, see "Other Financial Information— Reconciliation of Non-GAAP Measures" on page 526.
Our business model is highly tech-enabled in key processes, including onboarding and engaging with our Digital Partners with a focus on automation and self-service driven business operations. We have also made significant investments in our internal business processes, as well as expense payout systems. These investments are designed to ensure that, as our business volumes increase, we are able to realize operating leverage and maintain cost efficiency. We have launched Insurance Hub, a cloud-based platform with standardized APIs for insurance products, KYC services and a transformation and rules engine. This enabled us to automate and reduce the time to integrate new products from our Insurer Partners, resulting in a reduction in our technology-related costs. In addition, we have invested in customer relationship management tools, including our proprietary CRM platform, Ninja, which empowers our teams, particularly relationship managers, to engage more effectively with Digital Partners. These have enabled us to keep our Proforma Fixed Expenses/ Fixed Expenses (i.e. proforma total expenses/ total expenses less Customer Acquisition Cost, Direct Employee Cost and Costs of Direct Operations) relatively stable even as our business has grown.
The following table sets out details of our Fixed Expenses on a restated basis for the periods/ years indicated:
Particulars |
Six months period ended September 30, |
Fiscal | |||
| 2025 | 2024* | 2025* | 2024* | 2023* | |
Total expenses (A) |
5,605.32 | 3,328.36 | 8,825.68 | 3,124.65 | 7,482.96 |
Customer Acquisition Costs (1) (B) |
3,667.65 | 1,633.92 | 5,087.90 | - (4) |
- (4) |
Employee Benefit Expense (2) (C) |
368.53 | 263.78 | 593.02 | - (4) |
- (4) |
Costs of Direct Operations (3) (D) |
85.62 | 41.80 | 121.87 | - (4) |
- (4) |
Fixed Expenses (E=A-B-C-D) |
1,483.52 | 1,388.86 | 3,022.89 | - (4) |
- (4) |
Notes:
* Fiscals 2024 and 2023 do not include the operations of TIB, which was acquired only with effect from May 8, 2024. Fiscal 2025 and the six
months period ended September 30, 2024 include operations of TIB only from May 8, 2024.
(1) Customer Acquisition Cost represents the total expenses directly attributable to operational activities in generating our revenue from operations which includes commission paid.
(2) Direct Employee Cost represents the employee benefit expenses related to the sales personnel who are the primary contact for Digital Partners for their pre and post sales activities including renewals and claims support.
(3) Costs of Direct Operations includes certain tech platform costs pertaining to policy issuance, post-sales support, renewals and claims.
(4) We conduct the business of direct broking of insurance policies through our Subsidiary, TIB, which we acquired with effect from May 8, 2024, and accordingly, TIB accounts for majority of our revenue and expenses. As a result, Fixed Expenses, Customer Acquisition Cost, Direct Employee Cost and Costs of Direct Operations, on a restated basis, for Fiscals 2024 and Fiscal 2023 have not been disclosed since TIB was not included in our results of operations and financial condition during these Fiscals. For further information, see "Managements Discussion and Analysis of Financial Condition and Results of Operations - Key Developments" and "History and Certain Corporate Matters - Details regarding material acquisitions of divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in 10 years " on pages 563 and 283, respectively.
The following table sets out details of our Proforma Fixed Expenses for the years indicated:
Particulars |
Fiscal | ||
| 2025 | 2024 | 2023 | |
| (? million) | |||
Proforma total expenses (A) |
9,307.50 | 7,906.15 | 8,606.60 |
Customer Acquisition Costs (1) (B) |
5,398.21 | 3,833.81 | 4,756.76 |
Employee Benefit Expense (2) (C) |
646.36 | 1,191.95 | 1,199.74 |
Costs of Direct Operations (3) (D) |
125.80 | 55.50 | 70.90 |
Proforma Fixed Expenses (E=A-B-C-D) |
3,137.13 | 2,824.89 | 2,579.20 |
Notes:
(1) Customer Acquisition Cost represents the proforma total expenses directly attributable to operational activities in generating our revenue from operations which includes commission paid.
(2) Direct Employee Cost represents the proforma employee benefit expenses related to the sales personnel who are the primary contact for Digital Partners for their pre and post sales activities including renewals and claims support.
(3) Costs of Direct Operations includes certain tech platform costs pertaining to policy issuance, post-sales support, renewals and claims.
The benefits of our technology investments and operating leverage are reflected in the improvement in premium productivity per employee, as reflected below for the periods/ years indicated:
Note: Premium productivity per employee refers to the Platform Premium divided by our average number of permanent employees for the relevant period/year. Premium productivity per employee for the six months period ended September 30, 2025 and September 30, 2024 are not annualised.
Ability to maintain the strength of the ‘Turtlemint brand
Our ability to attract and retain customers, Digital Partners and Insurer Partners, increase the premium generated through our platform and revenue from operations is directly linked to the strength of the ‘Turtlemint brand. We are committed to maintaining and enhancing Digital Partners, Insurer Partners and customers trust in us and increase their engagement with our platform.
Regulatory environment
We are subject to extensive regulatory requirements with respect to our offerings in India. Our operations are subject to extensive application of laws and the active supervision of IRDAI, AMFI, and other regulatory and/or statutory authorities of India, which may limit the manner in which we conduct our business. Any change in the laws governing the distribution and marketing of our products or the commissions and fees we charge, may have an impact on our business and results of operations. For further information on the impact of regulatory changes in the past, see Key Developments - Regulatory changes affecting the results of operations on page 533.
Further, our business is also subject to various statutory and regulatory permits, licenses, registrations and approvals. For more details, see "Government and Other Approvals on page 594. We have incurred and expect to continue incurring costs for compliance with such laws and regulations. These regulations and policies could change at any time, with little or no warning or time for us to prepare. Any changes in government policies could adversely affect our business and results of operations.
Seasonality
Our quarterly revenues and other operating results exhibit seasonality driven by product mix, customer purchasing behaviour and industry dynamics in India, and such seasonality may continue or vary as our business evolves. Seasonality affects both volumes and margins, particularly given the concentration of demand in certain quarters and the timing of our cost recognition.
Historically, the premium from our motor insurance products tends to be higher during the festive season in India, which usually occurs in the third quarter of the fiscal year. Further, life and health insurance products are typically more popular in the fourth quarter of our fiscal year based on the premiums earned and to take advantage of income tax benefits available to customers. In comparison, historically, insurance policy sales on our platform are lower in the months of April and May. If the insurance product mix on our platform changes, the fluctuation trend of our results of operations will change accordingly based on the demand for the new products.
A significant portion of our costs relate to employee benefits and other operating costs that are fixed and incurred consistently through any Fiscal. However, our revenues are affected by seasonality, which will result in a higher percentage of costs in certain months where revenue may be lower. As a result, seasonal fluctuations in the volumes of our business have a direct impact on our results of operations in certain periods (including resulting in reduced Service EBITDA margins in those periods). For reasons such as these, comparisons of our operating results on a period-to-period basis may not be meaningful in all circumstances.
Presentation of Restated Consolidated Financial Information
Our Restated Consolidated Financial Information comprises the restated summary statement of assets and liabilities as at September 30, 2025, September 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, the restated summary statement of profit and loss, the restated summary statement of cashflows, the restated summary statement of changes in equity and the notes forming part of our Restated Consolidated Financial Information for the six months period ended September 30, 2025 and September 30, 2024 and each of the financial years ended Fiscals 2025, 2024 and 2023.
Summary of Material Accounting Policies
Set out below is a summary of the material accounting policies for our Restated Consolidated Financial Information:
Property, plant and equipment
Property plant and equipment are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses, if any. Cost comprises of the purchase price and non-refundable taxes, and directly attributable expenses incurred to bring the asset to the location and condition necessary for it to be capable of being operated in the manner intended by management.
Subsequent cost related to an item of property, plant and equipment are recognized in the carrying amount of the item if the recognition criteria are met.
Items of property, plant and equipment that have been retired from active use and are held for disposal are stated at the lower of their net book value and net realisable value. Any expected loss is recognised immediately in the restated consolidated summary statement of profit and loss. An item of property, plant and equipment is derecognised on disposal or when no future economic benefits are expected from its use or disposal. The gain or loss arising on derecognition is recognised in the restated consolidated summary statement of profit and loss.
The date of disposal of an item of property, plant and equipment is the date the recipient obtains control of that item in accordance with the requirements for determining when a performance obligation is satisfied in Ind AS 115.
Depreciation methods estimated useful lives and residual value:
Depreciation on property, plant and equipments is provided on a pro-rata basis on the straight-line method over the estimated useful life of assets prescribed under Schedule II to the Companies Act, 2013. The depreciation expense for each period is recognised in the restated consolidated summary statement of profit and loss. The useful life, residual value and the depreciation method are reviewed at least at each financial year end and adjusted prospectively if appropriate:
The estimates of useful life of property, plant and equipments are as follows:
Asset |
Useful Life |
Office Equipment |
5 years |
Furniture and Fixtures |
10 years |
Computers |
3 years |
Servers |
6 years |
Leasehold improvements |
Depreciated over the lease term |
The useful lives have been determined based on technical evaluation done by the managements expert which are higher than those specified by Schedule II to the Companies Act, 2013. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.
Intangible assets
Intangible assets are stated at cost, net of accumulated amortisation and accumulated impairment losses, if any. Intangible assets are amortised on a straight-line basis over their estimated useful lives based on technical evaluation done by management expert. Gains or losses arising from the retirement or disposal of an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of the asset and recognised as income or expense in the restated consolidated summary statement of profit and loss.
Goodwill
Goodwill on acquisitions assets through assets transfer agreement is included in intangible assets. Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses, if any.
Customer relationships, Trademark, Non-compete fees
Customer relationships, trademark and non-compete fees acquired in a assets transfer agreement are recognised at fair value at the acquisition date. They have a finite useful life and are subsequently carried at cost less accumulated amortisation and impairment losses, if any.
Amortisation methods, estimated useful lives and residual value:
The amortisation period and the amortisation method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortisation period is changed accordingly.
The estimated useful life of intangible assets are as follows:
Asset |
Useful Life |
Computer Software |
3 years |
Broker Relationships/Network |
4 years |
Customer Relationships |
5 years |
Trademark |
5 years |
Non-compete Fees |
5 years |
Impairment of non financial assets
Assessment is done at each balance sheet date as to whether there is any indication that an asset (tangible and intangible) may be impaired. If any such indication exists, an estimate of the recoverable amount of the asset/cash generating unit is made. Recoverable amount is higher of an assets or cash generating units net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.
For the purpose of assessing impairment, the recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. The smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets, is considered as a cash generating unit (CGU). An asset or CGU whose carrying value exceeds its recoverable amount is considered impaired and is written down to its recoverable amount. Assessment is also done at each Balance Sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. An impairment loss is reversed to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had previously been recognised.
Foreign Currencies
Transaction and balances Initial Recognition
On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the prevailing exchange rate between the reporting currency and the foreign currency at the date of the transaction.
Subsequent Recognition
As at the reporting date, non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of initial transactions. All non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined. All monetary assets and liabilities in foreign currency are translated at the functional currency spot rates of exchange at the reporting date. Exchange differences on
translation/ settlement of foreign currency monetary assets and liabilities are recognised in the restated consolidated summary statement of profit and loss.
Segment Reporting
Operating segments are reported in a manner consistent with internal reporting provided to chief operating decision maker.
The Board of directors of Turtlemint Fintech Solutions Limited (formerly known as Turtlemint Fintech Solutions Private Limited and Fintech Blue Solutions Private Limited) assesses the financial performance and position of the Group and makes strategic decisions. Board of directors has been identified as being the chief operating decision maker.
Revenue recognition
Revenue from services
Revenue is measured based on transaction price, which is the consideration adjusted for discount, incentives and price concession if any, as specified in the contract with customer. Revenue is recognised at a point in time when the Group satisfies performance obligations by transferring the promised services to its customers. Generally, each service represents a separate performance obligation for which revenue is recognised when the performance obligation is satisfied.
The contract generally results in revenue recognised in excess of billings which are presented as unbilled in the balance sheet.
The Group accounts for revenues from contracts with customers in accordance with ‘Ind AS 115 which sets forth a single comprehensive model for recognizing and reporting revenues. To recognise revenues, the group applies the following five step approach:
(1) identify the contract with a customer,
(2) identify the performance obligations in the contract,
(3) determine the transaction price,
(4) allocate the transaction price to the performance obligations in the contract, and
(5) recognise revenues when a performance obligation is satisfied.
Step 1: Identify contract(s) with a customer: A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations and sets out the criteria for every contract that must be met
Step 2: Identify performance obligations in the contract: A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer
Step 3: Determine the transaction price: The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties
Step 4: Allocate the transaction price to the performance obligations in the contract: For a contract that has more than one performance obligation, the Group allocates the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for satisfying each performance obligation.
Step 5: Recognise revenue when (or as) the Group satisfies a performance obligation.
Revenue comprises of revenue from providing technical and business support services to customers which includes setting up, maintenance, updates etc. The Group also provides marketing and advertising services to companies and direct insurance and reinsurance to customers. Revenue from rendering services are recognised on an accrual basis when services are rendered.
A. Income from technical and support services
Revenue from rendering of technical support services is recognised upon the delivery of the service, when due acknowledgement is received from the client regarding the same and no significant uncertainty exists regarding the amount of the consideration that will be derived from rendering the service. The same are recorded in the period net of taxes based on the invoices raised at the rates as prescribed by the respective agreements.
B. Income from marketing fees
The revenue from rendering marketing, advertising, and other related services is recognized upon the delivery of the service when no significant uncertainty exists regarding the amount of the consideration that will be derived from rendering the service. The same is recorded in the period net of taxes based on the invoices raised at the rates as prescribed by the respective agreements with customers.
C. Income from distribution of mutual funds
Commission income on distribution of the units of the mutual funds is recognized upon allotment of the units to the applicant subject to Groups establishment of its right to recover such revenue, which is based on receipt of details/statements of mutual funds distributed by the Group.
Revenue is measured based on the consideration specified in a contract with a customer. Revenue is recognised at a point in time when the Group satisfies performance obligations by transferring the promised services to its customers. Generally, each test represents a separate performance obligation for which revenue is recognised when the test report is generated i.e. when the performance obligation is satisfied.
D. Referral income on distribution of financial products
Revenue is recognised upon the delivery of the service, when due acknowledgement is received from the client regarding the same and no significant uncertainty exists regarding the amount of the consideration that will be derived from rendering the service. The same are recorded in the period net of taxes based on the invoices raised at the rates as prescribed by the respective agreements.
E. Interest income
Interest income on financial assets at amortised cost is calculated using the effective interest method is recognised in the statement of profit and loss as part of other income. Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for financial assets that subsequently become credit-impaired. For credit-impaired financial assets the effective interest rate is applied to the net carrying amount of the financial asset (after deduction of the loss allowance).
F. Income from Direct Insurance
Commission income on direct insurance policies procured is recognized as income on the inception date of the risk subject to Groups establishment of its right to recover such revenue, which is based on receipt of details/statements from insurance companies.
G. Income from Reinsurance
Brokerage earned on Re-insurance business is accounted on an accrual basis as and when the premium is received by the Group.
Both direct insurance and reinsurance revenue are recognized in the period in which the service is rendered, in line with the accrual basis of accounting.
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at fair value and subsequently measured at amortised cost.
Contract Liabilities
A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the company transfers the related services. Contract liabilities are recognised as revenue when the company performs under the contract (i.e., transfers control of the related goods or services to the customer).
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction cost) and the redemption amount is recognised in profit or loss over the period of borrowing using the effective interest method.
Borrowings are recognised as current liabilities unless, the Group has an unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. Where there is a breach of a material provision of a long term loan arrangement on or before the end of the reporting period with the effect that the liability becomes payable on demand on the reporting date, the entity does not classify the liability as current, if the lender agreed, after the reporting period and before the approval of the financial statements for issue, not to demand payment as a consequence of the breach. Borrowings are removed from the Balance Sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, is recognised in Statement of Profit and Loss as other gains/(losses).
Financial instruments
Date of recognition
The Group recognizes financial assets and liabilities when it becomes a party to the contractual provisions of the instrument.
Initial recognition
All financial assets and liabilities are recognised at fair value on initial recognition which depends on the financial assets contractual cashflow characteristics and the Groups business model for managing them, except trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under Ind AS 115.
Classification and subsequent measurement
Non-derivative financial instruments
Subsequent measurement
For subsequent measurement, the Group classifies its financial assets in the following measurement categories:
those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and those measured at amortised cost.
The classification depends on the entitys business model for managing the financial assets and the contractual terms of the cash flows.
Financial liabilities
Financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial liabilities in case not at fair value through profit or loss, are initially measured at fair value minus transaction costs that are attributable to the acquisition of the financial liabilities. Borrowings are recognized initially at fair value, net of transaction costs incurred, and subsequently carried at amortised cost, any difference between the initial carrying value and the redemption value is recognized in the statement of profit and loss over the period of the borrowings using the effective interest rate method. Subsequent to initial recognition these financial liabilities are measured at amortised cost using effective interest method.
Financial assets
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI) on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial
assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
A financial asset is measured at amortised cost when they are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and the contractual terms of the financial assets give rise on specified dates to cash flow that are solely payments of principal and interest on principal amount outstanding. The amortised cost of a financial asset is also adjusted for impairment loss, if any. For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For investments in debt instruments, this will depend on the business model in which the investment is held. For investments in equity instruments, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income.
Equity instrument
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group is recognised at the proceeds received, net of directly attributable transaction costs.
Compound financial instruments
The component parts of compound financial instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Companys own equity instruments is an equity instrument.
At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instruments maturity date.
The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently remeasured.
Transaction costs that relate to the issue of the convertible instruments are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognised directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortised over the lives of the convertible instrument using the effective interest method.
Derecognition of financial instrument
1. The Group derecognises the financial asset when the contractual rights to the cash flow from the financial asset expires or it transfers the contractual rights to receive the cash flows from the asset. A financial liability is derecognised when the obligation specified in the contract is discharged or cancelled or expires.
2. The Group has transferred its rights to receive cash flows from the asset and the Group has transferred substantially all the risks and rewards of the asset, or the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
3. A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying value of the original financial liability and the new financial liability with modified terms is recognised in profit or loss.
Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the Balance Sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
Fair value measurement
The Group measures financial instruments such as derivatives and certain investments, at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
- In the principal market for the asset or liability or
- In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group.
The fair value of a financial asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 — Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 — Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
For assets and liabilities that are recognised in the balance sheet on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
Impairment of financial asset
The Group assesses on a forward-looking basis the expected credit loss associated with its assets carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk since its initial recognition.
For trade receivables only, the Group applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables. The impairment losses and reversals are recognized in restated summary statement of profit and loss.
Taxes
Current income tax
The income tax expense or credit for the period is the tax payable on the current periods taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax asset and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Group and its subsidiary operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity).
Deferred tax
Deferred income tax is provided in full, using the balance sheet approach, on temporary differences arising between the tax base of assets and liabilities and their carrying amounts in the Restated Consolidated Summary Financial Information. Deferred income tax is also not recognised it arises from initial recognition of as asset or liability in a transaction other than business combination that at the time of transaction affects neither accounting profit nor taxable profit (tax loss). Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax is recognised for all deductible temporary and unused tax losses and only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Considering the past history making consecutive losses no Deferred tax Asset has not been recognised in the restated consolidated summary financial information.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset when the Group has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in the other comprehensive income or directly in equity, respectively.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Goods and Services Tax (GST) on acquisition of assets or on incurring expenses
Expenses and assets are recognised net of the amount of GST, except:
- When the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable
- When receivables and payables are stated with the amount of tax included
The net amount of tax recoverable from, or payable to, the taxation authority is included as part of other current/non-current assets/ liabilities in the Restated consolidated Summary Statement of assets and liabilites.
Uncertain tax position
Taxation authority will accept tax position taken by the Group. Uncertain tax positions are reflected in the overall measurement of the Groups tax expense and are based on the most likely amount or the expected value arrived at by the Group which provides a better prediction of the resolution of uncertainty. Uncertain tax positions are monitored and updated as and when new information becomes available, typically upon examination or action by the taxing authorities or through statute expiration and judicial precedent. The Group considers whether a particular amount payable or receivable for interest and penalties is an income tax, in which case Ind AS 12 is applied to that amount. When an amount payable for interest and penalties is determined to be within the scope of Ind AS 37, it is presented as part of financing cost or other expenses, respectively unless when there is an
overall settlement with tax authority and the interest and penalties cannot be identified separately in which case it is determined to be part of income taxes.
Provisions, Contingent Liabilities and Contingent Assets
Provisions
Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the restated consolidated balance sheet date and are not discounted to its present value.
Contingent liabilities
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. The Group does not recognise a contingent liability but discloses its existence and other required disclosures in notes to the restated consolidated summary financial information, unless the possibility of any outflow in settlement is remote as per the requirement of Ind AS 37.
Contingent asset
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. The Group does not recognize the contingent asset in its Restated consolidated Summary financial information since this may result in the recognition of income that may never be realised. Where an inflow of economic benefits is probable, the Group disclose a brief description of the nature of contingent assets at the end of the reporting period. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and the Group recognize such assets.
Provisions, contingent liabilities and contingent assets are reviewed at each reporting date.
Leases
The Group evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116 and this may require significant judgment. The Group also uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate.
The Group determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend or terminate the lease if the Group is reasonably certain based on relevant facts and circumstances that the option to extend or terminate will be exercised. If there is a change in facts and circumstances, the expected lease term is revised accordingly.
The discount rate is generally based on the interest rate specific to the lease being evaluated or if that cannot be easily determined the incremental borrowing rate for similar term is used.
The Group has elected to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. Thus, the Group has not opted for practical expedient under Ind AS 116 to recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
As a lessee
The Group recognises a right-of-use asset and a lease liability at the lease commencement date.
Right-of-use asset
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred
and restoration cost, less any lease incentives received. The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. Variable lease payments that depend on sales are recognised in profit or loss in the period in which the condition that triggers those payments occurs. The right-of-use assets are subsequently depreciated over the shorter of the assets useful life and the lease term on a straight-line basis. In addition, the right-of-use asset is reduced by impairment losses, if any.
Lease liabilities
The lease liability is initially measured at amortised cost at the present value of the future lease payments discounted using incremental borrowing rate. If the discount rate cannot be readily determined, which is generally the case for leases in the Group, the lessees incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
When a lease liability is remeasured, the corresponding adjustment of the lease liability is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
Cash and Cash Equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value. For the purpose of the restated consolidated summary statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above.
Trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business and reflects Groups unconditional right to consideration (that is, payment is due only on the passage of time). Trade receivables are recognised initially at the transaction price as they do not contain significant financing components. The Group holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method, less loss allowance. Receivables with an unconditional right to consideration and no pending service obligation for which invoices are yet to be issued at the year end are presented as unbilled receivables.
Contract assets
A contract asset is initially recognised for revenue earned from insurance companies because the receipt of consideration is conditional on successful completion of the service. Upon completion of the service and acceptance by the customer, the amount recognised as contract assets is reclassified to trade receivables.
Marketing Lead Cost
The Group incurs marketing lead cost for generating leads for sign up for the TurtlemintPro Application. This cost majorly comprises payments made to partners for the promotion of TurtlemintPro Application and are in the nature of referral fee. The payment is made to partners as per approved policy and grid which interalia depends on the leads generated in a period.
Earnings Per Share
Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holders of the Group by the weighted average number of ordinary shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders of the Group and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
Ordinary shares includes compulsory convertible preference shares.
Retirement and Other Employee Benefits
Retirement benefit in the form of provident fund is a defined contribution scheme. The Group has no obligation, other than the contribution payable to the provident fund. The Group recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to a reduction in future payment or a cash refund.
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employee render the related service are recognised in respect of employees services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The undiscounted liabilities are presented as current employee benefits obligations in the restated consolidated summary statement of assets and liabilities.
Post-employment obligations
The Group operated the following post-employment schemes:
A. Defined contribution plans such as provident fund, employee state insurance corporation (ESIC) and national pension scheme (NPS); and
B. Defined benefit plans such as gratuity
A. Defined contribution plans
Contribution towards provident fund and Employees State Insurance Corporation for eligible employees is made to the regulatory authorities also the Group contributes to the National Pension Scheme and has no further obligation beyond making its contribution , where the Group has no further obligations. Such benefits are classified as Defined Contribution Schemes as the Group does not carry any further obligations, apart from the contributions made on a monthly basis. The Groups contributions to Defined Contributions Plans are charged to the Restated Consolidated Summary Statement of Profit and Loss as incurred.
B. Defined benefit plans Gratuity
The Group provides for gratuity, a defined benefit plan (the Gratuity Plan) covering all eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee salary and the tenure of employment. The Groups liability is actuarially determined (using the Projected Unit Credit method) at the end of each year.
The present value of the defined benefit obligation denominated is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation. This cost is included in employee benefit expense in the restated consolidated summary statement of profit and loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in Other Comprehensive Income. They are included in retained earnings in the restated consolidated summary statement of changes in equity and in the restated consolidated summary statement of assets and liabilities.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost.
C. Other Employee Benefits Bonus
The Group recognises a liability and an expense for bonuses. The Group recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.
Leave obligations
Employees are not eligible for carry forward of leave balances and accordingly no provision for leave obligation created as at the year end.
Share based payments
The fair value of options granted under the Turtlemint Fintech Solutions Limited (formerly known as Turtlemint Fintech Solutions Private Limited and Fintech Blue Solutions Private Limited) Employee Stock Option Plan 2017 is recognised as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted.
Employee options:
The fair value of the options granted under the Turtlemint Fintech Solutions Limited (formerly known as Turtlemint Fintech Solutions Private Limited and Fintech Blue Solutions Private Limited) Employee Stock Option Plan 2017 to be expensed is determined by reference to the fair value of the options granted:
- Including any market performance condition
- Excluding impact of any service and non-market performance vesting conditions, (e.g. profitability, sales growth targets and remaining an employee of the entity over a specified time period ) and
- Including the impact of any non-vesting conditions (e.g. the requirement for employees to save or hold shares for a specific period of time).
In case of forfeiture of unvested option, portion of amount already expensed is reversed. In a situation where the vested option is forfeited or expires unexercised, the related balance standing to the credit of the "Share Based Payment Reserve" are transferred to the "General Reserve".
When the options are exercised, the Group issues new equity shares of the Group of INR 1 each fully paid-up. The proceeds received and the related balance standing to credit of the Share Based Payment Reserve, are credited to share capital (nominal value) and securities premium.
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in Restated Consolidated Summary Statement of Profit and loss, with a corresponding adjustment to equity. The expense or credit in the Restated Consolidated Summary Statement of Profit and loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.
Stock appreciation rights
Liabilities for the Groups share appreciation rights are recognised as employee benefit expenses. The liabilities are remeasured to fair value at each reporting date and are presented as employee benefit obligations in the restated consolidated summary statement of assets and liabilities.
Borrowing Cost
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.
Exceptional Items
Exceptional items include income or expense that are considered to be part of ordinary activities, however are of such significance and nature that separate disclosure enables the user of the financial statements to understand the impact in a more meaningful manner. Exceptional items are identified by virtue of their size, nature and incidence
so as to facilitate comparison with prior periods and to assess underlying trends in the financial performance of the Group.
Business combination and Goodwill
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred comprises the fair values of the assets transferred and liabilities and fair value resulting from contingent consideration.
Identifiable assets acquired and liabilities and contingent liabilities, if any assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. Acquisition-related costs are expensed as incurred.
The excess of the consideration transferred over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognised in other comprehensive income and accumulated in equity as capital reserve provided there is clear evidence of the underlying reasons for classifying the business combination as a bargain purchase. In other cases, the bargain purchase gain is recognised directly in equity as capital reserve.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entitys incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in the restated consolidated summary statement of profit and loss.
Current versus non-current classification
The Group presents assets and liabilities in the Restated Consolidated Summary Statement of Assets and Liabilities based on current/ non-current classification. An asset is treated as current when it is:
- Expected to be realised or intended to be sold or consumed in normal operating cycle
- Held primarily for the purpose of trading
- Expected to be realised within twelve months after the reporting period, or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
All other assets are classified as non-current.
A liability is current when:
- It is expected to be settled in normal operating cycle
- It is held primarily for the purpose of trading
- It is due to be settled within twelve months after the reporting period, or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Group has identified twelve months as its operating cycle.
Significant accounting judgements, estimates and assumptions
The preparation of financial statements in conformity with Ind AS requires management to make judgments, estimates and assumptions, that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses at the date of these financial statements and the reported amounts of revenues and expenses for the years presented. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed at each Balance Sheet date. Revisions to accounting estimates are recognised in the period in which the estimate is revised and future periods affected.
Other disclosures relating to the Groups exposure to risks and uncertainties includes:
- Capital management
- Financial risk management objectives and policies
- Sensitivity analyses disclosures Judgements
In the process of applying the Groups accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the Restated Consolidated Summary Financial Information:
Determination of lease term
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).
For leases of office premises, the following factors are normally the most relevant:
a) If there are significant penalties to terminate (or not extend), the Group is typically reasonably certain to extend (or not terminate).
b) If any leasehold improvements are expected to have a significant remaining value, the Group is typically reasonably certain to extend (or not terminate).
c) Otherwise, the Group considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset.
Most extension options in office leases have been included in the lease liability, because the Group could not replace the assets without significant cost or business disruption.
The lease term is reassessed if an option is actually exercised (or not exercised) or the Group becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.
Useful lives of property, plant and equipment and intangible asset
The charge in respect of periodic depreciation is derived after determining an estimate of an assets expected useful life and the expected residual value at the end of its life. The useful lives and residual values of the Groups assets are determined by management at the time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events which may impact their life, such as changes in technology, usage and other factors.
Provisions and contingent liabilities
The Group estimates the provisions that have present obligations as a result of past events and it is probable that outflow of resources will be required to settle the obligations. These provisions are reviewed at the end of each reporting period and are adjusted to reflect the current best estimates.
The Group uses judgement to disclose contingent liabilities. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the restated consolidated summary financial information.
Provision for income tax and deferred tax assets
The Group uses estimates and judgements based on the relevant rulings in the areas of allocation of revenue, costs and allowances which is exercised while determining the provision for income tax. A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. Accordingly, the Group exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period.
Defined benefit plans
The Group makes provision for defined benefit plans and compensated absences based on the actuarial valuation report issued by a certified actuary pursuant to Ind AS 19 - Employee benefits. The assumptions include attrition rate, salary escalation rate, discount rates and mortality rates.
Share based payments
Estimating fair value for share based payment requires determination of the most appropriate valuation model. The estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the option, volatility and dividend yield and making assumptions about them.
Fair value of financial instruments
The fair value of financial instruments is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e., an exit price) regardless of whether that price is directly observable or estimated using another valuation technique. When the fair values of financial assets and financial liabilities recorded in the Restated Consolidated Summary Financial Information cannot be derived from active markets, they are determined using a variety of valuation techniques that include the use of valuation models. The inputs to these models are taken from observable markets where possible, but where this is not feasible, estimation is required in establishing fair values. Judgements and estimates include considerations of liquidity and model inputs related to items such as credit risk (both own and counterparty), funding value adjustments, correlation and volatility.
Incremental Borrowing rate
The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. Incremental borrowing rate is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.
Impairment of Non Financial assets
The Group assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the assets
recoverable amount. An assets recoverable amount is the higher of an assets or cash-generating units (CGU) fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
Effective interest rate ("EIR ")
The Groups EIR methodology, recognises interest income / expense using a rate of return that represents the best estimate of a constant rate of return over the expected behavioural life of financial instruments and recognises the effect of characteristics of the product life cycle This estimation, by nature, requires an element of judgement regarding the expected behavioural and life-cycle of the instruments, as well expected changes fee income/expense that are integral parts of the instrument.
Expected credit Loss allowance on trade receivables and other financial assets
The loss allowances for trade and financial assets are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Groups past history and existing market conditions as well as forward-looking estimates at the end of each reporting period.
Use of going concern assumption
The Board of Directors have carried out a detailed review basis the market situation and assessed the business plans prepared by the management for the upcoming years. The business plan comprise the budgeted growth, profitability and revenue which is considering present situation, expected orders and actual performance of the Group. The Board of Directors considering the liquidity position and expected business projections do not foresee the Group not being in a position fulfil its obligations for a foreseeable future of minimum 12 months from the date of this restated consolidated summary financial information. Accordingly, the Restated Consolidated Summary Financial Information have been prepared on a going concern basis.
All assumptions are reviewed by the management at the end of each reporting period.
Events after the reporting period
If the Group receives information after the reporting period, but prior to the date of approved for issue, about conditions that existed at the end of the reporting period, it will assess whether the information affects the amounts that it recognises in its Restated Consolidated Summary Financial Information. The Group will adjust the amounts recognised in its Restated Consolidated Summary Financial Information to reflect any adjusting events after the reporting period and update the disclosures that relate to those conditions in light of the new information. For nonadjusting events after the reporting period, the Company will not change the amounts recognised in its Restated Consolidated Summary Financial Information, but will disclose the nature of the non-adjusting event and an estimate of its financial effect, or a statement that such an estimate cannot be made, if applicable.
Results of Operations on a restated basis
The following table sets forth select financial information for the six months period ended September 30, 2025 and September 30, 2024 and Fiscals 2025, 2024 and 2023, the components of which are also expressed as a percentage of total income on a restated basis for such periods/ years indicated.
Particulars |
Six months period ended September 30, |
|||||
2025 |
2024 |
|||||
| (? million) | % of total income |
(? million) |
% of total income | |||
Income |
||||||
Revenue from operations |
4,633.28 | 98.71% |
2,214.47 |
92.78% | ||
Other income |
60.40 | 1.29% |
172.45 |
7.22% | ||
Total income (I) |
4,693.68 | 100.00% |
2,386.92 |
100.00% | ||
Expenses |
||||||
Employee benefits expense |
1,225.48 | 26.11% |
1,055.72 |
44.23% | ||
Finance costs |
11.31 | 0.24% |
11.71 |
0.49% | ||
Depreciation and amortisation expense |
81.70 | 1.74% |
149.37 |
6.26% | ||
Particulars |
Six months period ended September 30 |
, |
||||
2025 |
2024 |
|||||
(? million) |
% of total income | (? million) | % of total income |
|||
Impairment on non current assets |
- |
- | - | - |
||
Impairment losses on financial instruments |
22.10 |
0.47% | 25.92 | 1.09% |
||
Other expenses |
4,264.73 |
90.86 % | 2,085.64 | 87.38% |
||
Total expenses (II) |
5,605.32 |
119.42 % | 3,328.36 | 139.44% |
||
Loss before exceptional items and tax (m=I-II) |
(911.64) |
(19.42)% | (941.44) | (39.44)% |
||
Exceptional items: |
||||||
- IPO related expenses |
24.11 |
0.51% | - |
- |
||
- Financial instruments related expenses |
315.73 |
6.73 % | - | - |
||
Total (IV) |
339.84 |
7.24 % | - | - |
||
Loss before tax (V= III - IV) |
(1,251.48) |
(26.66)% | (941.44) | (39.44)% |
||
Tax expense |
||||||
Current tax |
- |
- |
- |
- |
||
Deferred tax |
- |
- | 47.69 | 2.00% |
||
Total tax expense (VI) |
- |
- | 47.69 | 2.00% |
||
Loss for the period (VII=V-VI) |
(1,251.48) |
(26.66)% | (989.13) | (41.44)% |
||
Other comprehensive income/ (loss) for the period, net of tax (OCI) |
(7.62) |
(0.16)% | (0.64) | (0.03)% |
||
Total comprehensive income/ (loss) for the period, net of tax |
(1,259.10) |
(26.83)% | (989.77) | (41.47)% |
||
Particulars |
Fiscal |
|||||||||||
2025 |
2024 |
2023 |
||||||||||
(? million) |
% of total |
(? million) | % of total |
(? million) | % of total |
|||||||
income |
income |
income |
||||||||||
Income |
||||||||||||
Revenue from operations |
6,627.12 |
95.60% |
786.42 | 66.02% |
4,199.17 | 91.26% |
||||||
Other income |
304.94 |
4.40% |
404.75 | 33.98% |
401.96 | 8.74% |
||||||
Total income (I) |
6,932.06 |
100.00% |
1,191.17 | 100.00% |
4,601.13 | 100.00% |
||||||
Expenses |
||||||||||||
Employee benefits expense |
2,226.45 |
32.12% |
1,615.66 | 135.64% |
1,976.26 | 42.95% |
||||||
Finance costs |
22.67 |
0.33% |
19.15 | 1.61% |
21.68 | 0.47% |
||||||
Depreciation and amortisation expense |
292.18 |
4.21% |
197.21 | 16.56% |
122.86 | 2.67% |
||||||
Impairment on non current assets |
- |
- |
7.39 | 0.62% |
- | - |
||||||
Impairment losses on financial instruments |
35.22 |
0.51% |
6.28 | 0.53% |
11.62 | 0.25% |
||||||
Other expenses |
6,249.16 |
90.15% |
1,278.96 | 107.37% |
5,350.54 | 116.29% |
||||||
Total expenses (II) |
8,825.68 |
127.32% |
3,124.65 | 262.32% |
7,482.96 | 162.63% |
||||||
Loss before exceptional items and tax (In=I-II) |
(1,893.62) |
(27.32%) |
(1,933.48) | (162.32%) |
(2,881.83) | (62.63%) |
||||||
Exceptional items: |
||||||||||||
- IPO related expenses |
- |
- |
- | - |
- | - |
||||||
- Financial instruments related expenses |
- |
- |
- | - |
- | - |
||||||
Total (IV) |
- |
- |
- | - |
- | - |
||||||
Loss before tax (V= III - IV) |
(1,893.62) |
(27.32%) |
(1,933.48) | (162.32%) |
(2,881.83) | (62.63%) |
||||||
Tax expense |
||||||||||||
Current tax |
- |
- |
- |
- |
- |
- |
||||||
Deferred tax |
47.43 |
0.68% |
- |
- |
- |
- |
||||||
Total tax expense (VI) |
47.43 |
0.68% |
- | - |
- | - |
||||||
Loss for the year (VII=V- VI) |
(1,941.05) |
(28.00%) |
(1,933.48) | (162.32%) |
(2,881.83) | (62.63%) |
||||||
Other comprehensive income/ (loss) for the year, net of tax (OCI) |
(3.52) |
(0.05%) |
2.37 |
0.20% | (2.51) |
(0.05)% | ||||||
Total comprehensive income/ (loss) for the year, net of tax |
(1,944.57) |
(28.05%) |
(1,931.11) |
(162.12%) | (2,884.34) |
(62.69%) | ||||||
Six months period ended September 30, 2025 compared to six months period ended September 30, 2024
Key Developments
• Pursuant to the TIB Acquisition, with effect from May 8, 2024, TIB became a subsidiary of our Company. Accordingly, our financial condition and results of operations as of and for the six months period ended September 30, 2025 on a restated basis reflect the operations of TIB for the entire period compared to the six months period ended September 30, 2024 on a restated basis, which reflect the operations of TIB only from May 8, 2024 to September 30, 2024. For further information, see Key Developments - Acquisition of our Subsidiary, Turtlemint Insurance Broking Services Private Limited ("TIB")" on page 352.
Income
Total income increased by 96.64% from ?2,386.92 million in the six months period ended September 30, 2024 to ?4,693.68 million in the six months period ended September 30, 2025 primarily due to an increase in revenue from operations.
Revenue from operations
Revenue from operations significantly increased by 109.23% from ?2,214.47 million in the six months period ended September 30, 2024 to ?4,633.28 million in the six months period ended September 30, 2025. This increase was primarily due to an increase in income from distribution of financial products by 115.98 % from ?2,121.77 million in the six months period ended September 30, 2024 to ?4,582.67 million in the six months period ended September 30, 2025 primarily on account of higher insurance commissions from our Insurer Partners as a result of an increase in our network of Digital Partners resulting in increase in the number of insurance policies sold through our platform from 2.70 million in the six months period ended September 30, 2024 to 3.34 million in the six months period ended September 30, 2025 resulting in an increase in Platform Premium from ^11,816.89 million in the six months period ended September 30, 2024 to ?15,903.79 million in the six months period ended September 30, 2025 and consolidation of TIBs results of operations for the entire period during six months period ended September 30, 2025.
This increase in revenue from operations was marginally offset by a decrease in income from technical and support services by 45.40 % from ?92.70 million in the six months period ended September 30, 2024 to ?50.61 million in the six months period ended September 30, 2025 primarily due to reduction in the volumes of technical services provided to Insurers through Turtlefin platform and completion of certain contracts with third parties in relation to such technical services.
Other income
Other income decreased by 64.98% from ?172.45 million in the six months period ended September 30, 2024 to ?60.40 million in the six months period ended September 30, 2025 primarily due to a decrease in interest income on financial assets measured at amortised cost - deposits with bank(s) and financial institution by 63.97% from ?158.97 million in six months period ended September 30, 2024 to ?57.28 million in six months period ended September 30, 2025 primarily due to decrease in balance of deposits with banks and financial institution. Set out below are details of other income for the periods indicated:
Particulars |
Six months period ended September 30, |
|
| 2025 | 2024 | |
| (? million) | ||
Other income |
||
Interest income on financial assets measured at amortised cost |
||
- deposits with bank(s) and financial institution |
57.28 | 158.97 |
- on unwinding of security deposits |
1.99 | 2.06 |
Interest on income-tax refund |
- | 6.34 |
Miscellaneous income |
0.89 | 0.15 |
Gain on early termination of lease |
0.16 | 4.93 |
Gain on modification of lease |
0.08 | - |
Expenses
Total expenses increased by 68.41% from ?3,328.36 million in the six months period ended September 30, 2024 to ?5,605.32 million in the six months period ended September 30, 2025 primarily due to an increase in other expenses and employee benefits expense in line with the increase in revenue from operations.
Employee benefits expense
Employee benefits expense increased by 16.08% from ?1,055.72 million in the six months period ended September 30, 2024 to ?1,225.48 million in the six months period ended September 30, 2025. This increase was primarily due to an increase in: (i) salaries, wages and bonus by 11.14% from ?952.63 million in the six months period ended September 30, 2024 to ?1,058.77 million in the six months period ended September 30, 2025 on account of consolidation of TIBs results of operations for the entire period during six months period ended September 30, 2025 and annual salary increments; and (ii) share based payment expense by 199.47% from ?36.16 million in the six months period ended September 30, 2024 to ?108.29 million in the six months period ended September 30, 2025 on account of additional ESOPs granted to employees under the "The Turtlemint Fintech Solutions ESOP Scheme, 2025" during the six months period ended September 30, 2025.
Finance costs
Finance costs decreased by 3.42% from ^11.71 million in the six months period ended September 30, 2024 to ?11.31 million in the six months period ended September 30, 2025 primarily due to a decrease in interest expense on financial liabilities measured at amortised cost on lease liabilities by 15.37% from ?11.71 million in the six months period ended September 30, 2024 to ?9.91 million in the six months period ended September 30, 2025.
Depreciation and amortisation expense
Depreciation and amortisation expenses decreased by 45.30% from ?149.37 million in the six months period ended September 30, 2024 to ?81.70 million in the six months period ended September 30, 2025 primarily due to a decrease in depreciation and amortisation expenses on other intangible assets by 89.38% from ?65.90 million in the six months period ended September 30, 2024 to ?7.00 million in the six months period ended September 30, 2025 primarily on account of accelerated amortisation during six months period ended September 30, 2024 on customer relationships and non-compete fees which was recognized on the acquisition of certain assets and business contracts from Last Decimal Private Limited due to lower realisation of revenue as expected from the customers contracts.
Impairment losses on financial instruments
Impairment losses on financial instruments decreased by 14.74% from ?25.92 million in the six months period ended September 30, 2024 to ?22.10 million in the six months period ended September 30, 2025 primarily due to decrease in allowance for credit loss on trade receivables which was offset by an increase in provision for amounts recoverable from Point of sales persons due to an increase in cancelled policies, which reflects cancellations that have aged beyond 180 days and were accordingly provided for during this period, and allowance for credit loss on security deposits.
Other Expenses
Other expenses significantly increased by 104.48% from ?2,085.64 million in the six months period ended September 30, 2024 to ?4,264.73 million in the six months period ended September 30, 2025 primarily due to the following reasons:
• Commission expense on distribution of financial products increased by 130.30 % from ?1,574.29 million in the six months period ended September 30, 2024 to ?3,625.66 million in the six months period ended September 30, 2025 on account of increase in commission payouts to our Digital Partners for distribution of insurance products in line with the increase in business volumes and premium as well as consolidation of TIBs results of operations for the entire period during six months period ended September 30, 2025.
• Advertisement and marketing expenses (including acquisition marketing) increased by 29.92% from ?263.30 million in the six months period ended September 30, 2024 to ?342.08 million in the six months period ended September 30, 2025 primarily on account of payments made to acquire PoSPs and business promotion expenses.
• Software charges increased by 264.54% from ?10.49 million in the six months period ended September 30, 2024 to ?38.24 million in the six months period ended September 30, 2025 primarily driven by the acquisition of TIB, which resulted in incremental spend as well as with the onboarding of new software vendors for AI support on distribution and growth of operations.
Loss before exceptional items and tax
For the reasons discussed above, loss before exceptional items and tax decreased by 3.17% from ?(941.44) million in the six months period ended September 30, 2024 to ?(911.64) million in the six months period ended September 30, 2025.
During the six months period ended September 30, 2025, we had exceptional items relating to:
• the Board of Directors of our Company at its meeting held on July 12, 2025 and Shareholders of our 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 our Company as of July 12, 2025. Accordingly, the Board of Directors of our Company has, pursuant to the resolution dated July 21, 2025, made an allotment of 52,636,000 bonus equity shares of ?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 our 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 our Company entered into the first amendment to the Series E amended and restated shareholders agreement wherein the conversion ratio were agreed to be modified and adjusted downwards to 477:1 on the filing of the pre-filed draft red herring prospectus. The above has resulted in an increase of the shareholding of the existing equity shareholders of our Company. Such increase has been accounted as an expense amounting to ^315.73 million and presented under ‘Exceptional items in the statement of profit and loss in the Restated Consolidated Financial Information for the six months period ended September 30, 2025; and
• IPO related expenses of ?24.11 million. During the period, our Company incurred costs in connection with its IPO. In accordance with Ind AS 32 Financial Instruments: Presentation, only those IPO-related expenses 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 expenses amounting to ?24.11 million have been recognised as "exceptional items", as these expenses are non-recurring in nature and do not arise from our Companys ordinary operating activities. Further, certain IPO-related expenses amounting to ?148.85 million, which are directly attributable to the proposed issuance of equity instruments and for which the IPO is considered probable, have been disclosed in other current assets under "prepaid expenses" and will be adjusted against equity upon completion of the IPO.
Loss before tax
For the reasons discussed above, loss before tax increased by 32.93% from ?(941.44) million in the six months period ended September 30, 2024 to ?(1,251.48) million in the six months period ended September 30, 2025.
Tax Expense
Total tax expense was ?47.69 million in the six months period ended September 30, 2024 compared to nil in the six months period ended September 30, 2025. In six months period ended September 30, 2024, we had a deferred tax expense of ?47.69 million resulting from reversal of the deferred tax assets pertaining to TIB on account of business losses incurred by TIB.
Loss for the Period
For the various reasons discussed above, loss for the period increased by 26.52% from ?(989.13) million in six months period ended September 30, 2024 to ?(1,251.48) million in six months period ended September 30, 2025.
Total comprehensive income/ (loss) for the period, net of tax
Total comprehensive loss for the period, net of tax was ?(1,259.10) million in six months period ended September 30, 2025 compared to ?(989.77) million in the six months period ended September 30, 2024. Other comprehensive loss for the period, net of tax was ?(7.62) million in the six months period ended September 30, 2025 compared to other comprehensive loss for the period, net of tax ?(0.64) million in the six months period ended September 30, 2024.
Fiscal 2025 compared to Fiscal 2024
Key Developments
• Pursuant to the TIB Acquisition, with effect from May 8, 2024, TIB became a subsidiary of our Company. Accordingly, our financial condition and results of operations as of and for the financial year ended March 31, 2025 reflected the operations of TIB only from May 8, 2024 to March 31, 2025 as compared to Fiscal 2024 where the operations of TIB were not reflected. For further information, see Key Developments - Acquisition of our Subsidiary, Turtlemint Insurance Broking Services Private Limited ("TIB")" on page 532.
• Effective Fiscal 2024, IRDAI revised the erstwhile Payment of Commission Regulation from the Payment of Commission or Renumeration or Reward to Insurance Agents and Insurance Intermediaries, 2016 to Insurance Regulatory and Development Authority of India (Payment of Commission) Regulations, 2023 (Source: Redseer Report). The new regulations, while removing the commission caps, put in place overall limits on EOM of the general insurance, health and life insurers (Source: Redseer Report). As a result of these regulatory changes, we earned minimal income from marketing fees in Fiscal 2025. For details on the regulatory changes and impact on commissions and marketing fees, see "- Key Developments - Regulatory changes affecting the results of operations"" on page 533.
Income
Total income significantly increased by 481.95% from ^1,191.17 million in Fiscal 2024 to ?6,932.06 million in Fiscal 2025 primarily due to an increase in revenue from operations.
Revenue from operations
Revenue from operations significantly increased by 742.69% from ?786.42 million in Fiscal 2024 to ?6,627.12 million in Fiscal 2025 primarily due to consolidation of TIBs results of operations following the TIB Acquisition in Fiscal 2025. Income from distribution of financial products significantly increased by 9,214.35% from ?69.46 million in Fiscal 2024 to ?6,469.75 million in Fiscal 2025, reflecting TIBs insurance broking operations.
This increase in revenue from operations was marginally offset by a decrease in income from marketing fees from ?421.66 million in Fiscal 2024 compared to ?0.00 million in Fiscal 2025 as a result of insurance companies significantly reducing their marketing spend on account of the certain regulatory changes implemented by the IRDAI. For details on the regulatory changes and impact on commissions and marketing fees, see "- Key Developments - Regulatory changes affecting the results of operations"" on page 533.
Other income
Other income decreased by 24.66% from ?404.75 million in Fiscal 2024 to ?304.94 million in Fiscal 2025 primarily due to a decrease in interest income on financial assets measured at amortised cost - deposits with banks
and financial institution by 33.20% from ?398.89 million in Fiscal 2024 to ?266.46 million in Fiscal 2025 primarily due to decrease in balance of deposits with banks and financial institution which was offset by an increase in interest on income-tax refund from nil in Fiscal 2024 to ?26.11 million in Fiscal 2025. Set out below are details of other income for the years indicated:
Particulars |
Fiscal |
|
| 2025 | 2024 | |
| (? million) | ||
Other income |
||
Interest income on financial assets measured at amortised cost |
||
- deposits with bank(s) and financial institution |
266.46 | 398.89 |
- on unwinding of security deposits |
3.79 | 3.37 |
Interest on income-tax refund |
26.11 | - |
Gain on early termination of lease |
8.58 | 2.49 |
Expenses
Total expenses significantly increased by 182.45% from ?3,124.65 million in Fiscal 2024 to ?8,825.68 million in Fiscal 2025 primarily due to an increase in other expenses and employee benefits expense in line with the increase in revenue from operations.
Employee benefits expense
Employee benefit expense increased by 37.80% from ?1,615.66 million in Fiscal 2024 to ?2,226.45 million in Fiscal 2025 primarily due to the TIB Acquisition, which resulted in consolidating the employee benefit expenses of TIB in Fiscal 2025. Salaries, wages and bonus increased by 39.86% from ?1,417.70 million in Fiscal 2024 to ?1,982.76 million in Fiscal 2025.
Finance costs
Finance costs increased by 18.38% from ?19.15 million in Fiscal 2024 to ?22.67 million in Fiscal 2025 primarily due to an increase in interest expense on financial liabilities measured at amortised cost on lease liabilities by 14.88% from ?19.15 million in Fiscal 2024 to ?22.00 million in Fiscal 2025 due to the increase in number of our physical branches on account of the TIB Acquisition.
Depreciation and amortisation expense
Depreciation and amortisation expense increased by 48.16% from ?197.21 million in Fiscal 2024 to ?292.18 million in Fiscal 2025 primarily due to an increase in: (i) amortisation of other intangible assets by 131.09% from ?57.57 million in Fiscal 2024 to ?133.04 million in Fiscal 2025 primarily on account of accelerated amortisation of customer relationships and non-compete fees recognized on the acquisition of certain assets and business contracts from Last Decimal Private Limited due to lower realisation of revenue than expected from the customers contracts; and (ii) amortisation of right-to-use-asset by 37.43% from ?77.98 million in Fiscal 2024 to ?107.17 million in Fiscal 2025 primarily due to the increase in number of our physical branches on account of the TIB Acquisition.
Impairment on non current assets
Impairment on non current assets decreased to nil in Fiscal 2025 compared to ?7.39 million in Fiscal 2024 primarily on account of impairment on goodwill recognized on the acquisition of certain assets and business contracts from Last Decimal Private Limited due to lower realisation of revenue with customers contracts.
Impairment losses on financial instruments
Impairment losses on financial instruments significantly increased by 460.83% from ?6.28 million in Fiscal 2024 to ?35.22 million in Fiscal 2025 primarily due to an increase in financial instruments measured at amortised cost - allowance for credit loss on trade receivables.
Other Expenses
Other expenses significantly increased by 388.61% from ?1,278.96 million in Fiscal 2024 to ?6,249.16 million in Fiscal 2025 primarily due to the TIB Acquisition and consolidation of TIBs results of operations in Fiscal 2025.
Commission expense on distribution of financial products significantly increased from ?16.25 million in Fiscal 2024 to ?4,941.06 million in Fiscal 2025 reflecting TIBs insurance broking operations with effect from May 8, 2024 conducted through Digital Partners and the associated commission payouts to Digital Partners. In addition, on account of the consolidation of TIBs balances in Fiscal 2025: (i) communication expense increased by 408.31% from ?17.08 million in Fiscal 2024 to ?86.82 million in Fiscal 2025; (ii) office expense increased by 223.87% from ?24.42 million in Fiscal 2024 to ?79.09 million in Fiscal 2025; (iii) professional fees increased by 149.08% from ?37.53 million in Fiscal 2024 to ?93.48 million in Fiscal 2025; and (iv) travelling and conveyance increased by 69.97% from ?39.03 million in Fiscal 2024 to ?66.34 million in Fiscal 2025.
Loss Before Tax
For the reasons discussed above, loss before tax decreased by 2.06% from ?(1,933.48) million in Fiscal 2024 to ?(1,893.62) million in Fiscal 2025.
Tax Expense
Total tax expense was ?47.43 million in Fiscal 2025 compared to nil in Fiscal 2024. In Fiscal 2025, we had a deferred tax expense of ?47.43 million resulting from reversal of the deferred tax assets pertaining to TIB on account of business losses incurred by TIB.
Loss for the Year
For the various reasons discussed above, loss for the year increased by 0.39% from ?(1,933.48) million in Fiscal 2024 to ?(1,941.05) million in Fiscal 2025.
Total comprehensive income/ (loss) for the year, net of tax
Total comprehensive loss for the year, net of tax was ?(1,944.57) million in Fiscal 2025 compared to ?(1,931.11) million in Fiscal 2024. Other comprehensive loss for the year, net of tax was ?(3.52) million in Fiscal 2025 compared to other comprehensive income for the year, net of tax ?2.37 million in Fiscal 2024.
Fiscal 2024 compared to Fiscal 2023
Key Developments
Effective Fiscal 2024, IRDAI revised the erstwhile Payment of Commission Regulation from the Payment of Commission or Renumeration or Reward to Insurance Agents and Insurance Intermediaries, 2016 to Insurance Regulatory and Development Authority of India (Payment of Commission) Regulations, 2023 (Source: Redseer Report). The new regulations, while removing the commission caps, put in place overall limits on EOM of the general insurance, health and life insurers (Source: Redseer Report). As a result of these regulatory changes, our income from marketing fees declined significantly in Fiscal 2024. For details on the regulatory changes and impact on commissions and marketing fees, see Key Developments - Regulatory changes affecting the results of operations on page 533.
Income
Total income significantly decreased by 74.11% from ?4,601.13 million in Fiscal 2023 to ?1,191.17 million in Fiscal 2024 primarily due to a decrease in revenue from operations.
Revenue from operations
Revenue from operations significantly decreased by 81.27% from ?4,199.17 million in Fiscal 2023 to ?786.42 million in Fiscal 2024 primarily due to a decrease in income from marketing fees by 88.60% from ?3,697.49 million in Fiscal 2023 to ?421.66 million in Fiscal 2024 as a result of insurance companies significantly reducing their marketing spend on account of the certain regulatory changes implemented by the IRDAI. For details on the regulatory changes and impact on commissions and marketing fees, see "- Key Developments - Regulatory changes affecting the results of operations on page 533. Income from technical and support services also decreased by 38.12% from ?477.23 million in Fiscal 2023 to ?295.30 million in Fiscal 2024. This was primarily due to reduction in revenue for providing such services to TIB, which was not our subsidiary in Fiscals 2024 and
2023.
Other income
Other income marginally increased by 0.69% from ?401.96 million in Fiscal 2023 to ?404.75 million in Fiscal 2024 primarily due to a marginal increase in interest income on financial assets measured at amortised cost - deposits with banks and financial institution, which was offset by a decrease in interest on income-tax refund from ?6.92 million in Fiscal 2023 to nil in Fiscal 2024. Set out below are details of other income for the years indicated:
Particulars |
Fiscal |
|
| 2024 | 2023 | |
| (? million) | ||
Other income |
||
Interest income on financial assets measured at amortised cost |
||
- deposits with bank(s) and financial institution |
398.89 | 392.11 |
- on unwinding of security deposits |
3.37 | 2.93 |
Interest on income-tax refund |
- | 6.92 |
Gain on early termination of lease |
2.49 | - |
Expenses
Total expenses decreased by 58.24% from ?7,482.96 million in Fiscal 2023 to ?3,124.65 million in Fiscal 2024 primarily due to a decrease in other expenses, depreciation and amortisation expense and employee benefit expenses.
Employee benefit expense
Employee benefit expense decreased by 18.25% from ?1,976.26 million in Fiscal 2023 to ?1,615.66 million in Fiscal 2024 primarily due to salaries, wages and bonus. Salaries, wages and bonus decreased by 20.77% from ?1,789.35 million in Fiscal 2023 to ?1,417.70 million in Fiscal 2024 primarily due to a reduction in the average number of employees on account of structural reorganization undertaken in line with the decrease in revenue from operations. This decrease was partially offset by an increase in share based payment expense, which increased by 65.22% from ?81.46 million in Fiscal 2023 to ?134.59 million in Fiscal 2024, primarily due to stock options being granted in the latter half of Fiscal 2023 resulting in the cost of the stock options being recorded for the full year in Fiscal 2024 compared to only a certain portion in Fiscal 2023.
Finance costs
Finance costs decreased by 11.67% from ?21.68 million in Fiscal 2023 to ?19.15 million in Fiscal 2024 primarily due to a decrease in interest expense on financial liabilities measured at amortised cost on debentures and lease liabilities on account of repayment of debentures.
Depreciation and amortisation expense
Depreciation and amortisation expense increased by 60.52% from ?122.86 million in Fiscal 2023 to ?197.21 million in Fiscal 2024 primarily due to an increase in amortisation of other intangible assets by 486.25% from ?9.82 million in Fiscal 2023 to ?57.57 million in Fiscal 2024 primarily on account of our accelerated amortisation of customer relationships recognized on the acquisition of certain assets and business contracts from Last Decimal Private Limited due to lower realisation of revenue as expected from the customers contracts.
Impairment on non current assets
Impairment on non current assets increased to ?7.39 million in Fiscal 2024 from nil in Fiscal 2023 primarily on account of impairment on goodwill recognized on the acquisition of certain assets and business contracts from Last Decimal Private Limited due to lower realisation of revenue with customers contracts.
Impairment losses on financial instruments.
Impairment losses on financial instruments decreased by 45.96% from ^11.62 million in Fiscal 2023 to ?6.28 million in Fiscal 2024 primarily due to a decrease in financial instruments measured at amortised cost - allowance for credit loss on trade receivables.
Other Expenses
Other expenses significantly decreased by 76.10% from ?5,350.54 million in Fiscal 2023 to ?1,278.96 million in Fiscal 2024 primarily due to advertisement and marketing expenses (including acquisition marketing), which
decreased by 81.52% from ?4,750.14 million in Fiscal 2023 to ?877.80 million in Fiscal 2024. This decrease was in line with the decrease in income from marketing fees in Fiscal 2024 (see Key Developments - Regulatory changes affecting the results of operations" on page 533). Our Company shifted its acquisition strategy for Digital Partners towards digital channels and as a result the referral payments to Digital Partners for the recruitment of new Digital Partners decreased significantly. In addition, we did not renew a brand marketing campaign with a brand ambassador upon its expiry. Tech and other support expense also decreased by 55.16% from ?190.17 million in Fiscal 2023 to ?85.27 million in Fiscal 2024, primarily due to the introduction of our Insurance Hub platform that enabled us to automate and reduce the time to integrate new products from our Insurer Partners, resulting in a reduction in technology-related costs, including outsourced technology staff costs.
Loss Before Tax
For the reasons discussed above, loss before tax decreased by 32.91% from ?(2,881.83) million in Fiscal 2023 to ?(1,933.48) million in Fiscal 2024.
Tax Expense
Total tax expense nil in Fiscals 2024 and 2023 due incurring loss before tax.
Loss for the Year
For the various reasons discussed above, loss for the year decreased by 32.91% from ?(2,881.83) million in Fiscal
2023 to ?(1,933.48) million in Fiscal 2024.
Total comprehensive income/ (loss) for the year, net of tax
Total comprehensive loss for the year, net of tax was ?(1,931.11) million in Fiscal 2024 compared to ?(2,884.34) million in Fiscal 2023. Other comprehensive loss for the year, net of tax was ?(2.51) million in Fiscal 2023 compared to other comprehensive profit for the year, net of tax ?2.37 million in Fiscal 2024.
Liquidity and Capital Resources
Historically, our primary liquidity requirements have been to finance our working capital needs for our operations and funding our operating losses. We have met these requirements primarily through equity infusions from shareholders and borrowings. As of September 30, 2025, we had current assets - financial assets - cash and cash equivalents of ?1,014.69 million, current assets - financial assets - bank balances other than cash and cash equivalents of ?800.12 million and current assets - financial assets - other financial assets of ?56.43 million.
We have incurred net losses and negative operating cash flows in the past and may continue to do so in the future, and as a result, we may require additional capital resources. We believe our existing cash and cash equivalents, and proceeds from the Offer, will be sufficient to meet our working capital and capital expenditures needs for at least the next 12 months. See "Risk Factors - Internal Risks - We have incurred loss for the period/ year of (€1,251.48) million, (€989.13) million, (€1,941.05) million, (€1,933.48) million and (€2,881.83) million on a restated basis in the six months period ended September 30, 2025 and September 30, 2024, and Fiscals 2025,
2024 and 2023, respectively, and proforma loss for the year of (€2,025.62) million, (€1,869.90) million and (€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 (€1,274.80) million, (€1,202.84) million, (€2,158.08) million, (€2,416.66) million and (€2,859.16) million on a restated basis in the six months period ended September 30, 2025 and September 30, 2024, and Fiscals 2025, 2024 and 2023, respectively). Our Net Worth has decreased from as of March 31, 2023 to September 30, 2025 and we had negative Return on Net Worth and negative EPS in the six months period ended September 30, 2025 and September 30, 2024 and Fiscals 2025, 2024 and 2023. If 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 cashflows may be adversely affected on page 43.
Cash Flow on a restated basis
The following table summarizes our cash flows for the periods/ years indicated:
Particulars |
Six months period ended September 30, |
Fiscal | |||
| 2025 | 2024 | 2025 | 2024 | 2023 | |
(? million) |
|||||
Net cash flow (used) in operating activities (A) |
(1,274.80) | (1,202.84) | (2,158.08) | (2,416.66) | (2,859.16) |
Net cash flow generated/(used) in investing activities (B) |
1,436.45 | 1,211.21 | 2,352.26 | 2,477.89 | (5,793.16) |
Net cash flow generated/(used) in financing activities (C) |
(60.66) | (147.96) | (147.40) | (96.47) | 9,026.81 |
Net increase/ (decrease) in cash and cash equivalents (A+B+C) |
100.99 | (139.59) | 46.78 | (35.25) | 374.49 |
Cash and cash equivalents at the beginning of the period/ year |
913.70 | 866.92 | 866.92 | 902.17 | 527.68 |
Cash and cash equivalents at the end of the period/ year |
1,014.69 | 727.33 | 913.70 | 866.92 | 902.17 |
Net cash flow (used) in operating activities
Net cash flow (used) in operating activities was ?1,274.80 million in the six months period ended September 30, 2025. Our loss before tax was ?1,251.48 million in the six months period ended September 30, 2025, with adjustments to reconcile loss before tax to net cashflows primarily including financial instruments related expenses of ^315.73 million (for further information, see Results of Operations on a restated basis - Six months period ended September 30, 2025 compared to six months period ended September 30, 2024 - Loss before exceptional items and tax" on page 560), share based payment expense of ?108.29 million, depreciation and amortisation expenses of ?81.70 million and interest income on deposits of ?(57.28) million. Our operating cash flow before working capital changes was ?(747.75) million in the six months period ended September 30, 2025. Our working capital adjustments in the six months period ended September 30, 2025 were primarily due to an increase in other assets of ?(189.24) million primarily relating to certain IPO-related expenses, which are directly attributable to the proposed issuance of equity instruments and for which the IPO is considered probable, have been disclosed in other current assets under "prepaid expenses" and will be adjusted against equity upon completion of the IPO and decrease in other financial liabilities of ?(124.75) million primarily on account of payment of variable bonus to employees and the final milestone payment of Last Decimals business acquisition costs, which was offset by an decrease in trade receivables of ?162.69 million primarily attributable to the seasonal nature of our revenue, whereby unbilled receivables were higher at March fiscal year-end and lower at September in line with seasonal trends. In the six months period ended September 30, 2025, cash (used) in operations amounted to ?995.60 million and income tax paid (net of refund) was ?279.20 million.
Net cash flow (used) in operating activities was ?1,202.84 million in the six months period ended September 30,
2024. Our loss before tax was ?941.44 million in the six months period ended September 30, 2024, with adjustments to reconcile loss before tax to net cashflows primarily including interest income on deposits of ?(158.97) million and depreciation and amortisation expenses of ?149.37 million. Our operating cash flow before working capital changes was ?(887.13) million in the six months period ended September 30, 2024. Our working capital adjustments in the six months period ended September 30, 2024 were primarily due to a decrease in trade payables of ?(251.42) million on account of the TIB acquisition and decrease in other liabilities of ?68.91 million. In the six months period ended September 30, 2024, cash (used) in operations amounted to ?1,234.29 million and income tax paid (net of refund) was ^31.45 million.
Net cash flow (used) in operating activities was ?2,158.08 million in Fiscal 2025. Our loss before tax was ?1,893.62 million in Fiscal 2025, with adjustments to reconcile loss before tax to net cashflows primarily including depreciation and amortisation expenses of ?292.18 million, interest income on deposits of ?(266.46) million and share based payment expense of ?117.60 million. Our operating cash flow before working capital changes was ?(1,724.97) million in Fiscal 2025. Our working capital adjustments in Fiscal 2025 were primarily due to an increase in trade receivables of ?(771.07) million on account of account of the TIB Acquisition, which included receivables recognized on long-term insurance policies, and increase in other assets of ?106.42 million, which was marginally offset by an increase in other liabilities of ?82.35 million and increase in other financial liabilities of ?41.24 million. In Fiscal 2025, cash (used) in operations amounted to ?2,481.37 million and income tax paid (net of refund) was ?323.29 million.
Net cash flow (used) in operating activities was ?2,416.66 million in Fiscal 2024. Our loss before tax was ?1,933.48 million in Fiscal 2024, with adjustments to reconcile loss before tax to net cashflows primarily including depreciation and amortisation expenses of ?197.21 million, interest income on deposits of ?(398.89)
million and share based payment expense of ?134.59 million. Our operating cash flow before working capital changes was ?(1,967.45) million in Fiscal 2024. Our working capital adjustments in Fiscal 2024 were primarily due to a decrease in trade payables of ?(821.62) million on account of reduction in the accruals for the amounts payable to Digital Partners as a result of decrease in referral payments made to Digital Partners in line with the change in our Digital Partner acquisition strategy and decrease in other liabilities of ?(161.94) million on account of reduction in statutory dues pertaining to GST payable in line with the decrease in revenues, which was offset by a decrease in trade receivables of ?668.96 million on in line with the decrease in our revenue from operations in Fiscal 2024. In Fiscal 2024, cash (used) in operations amounted to ?2,349.15 million and income tax paid (net of refund) was ?(67.51) million.
Net cash flow (used) in operating activities was ?2,859.16 million in Fiscal 2023. Our loss before tax was ?2,881.83 million in Fiscal 2023, with adjustments to reconcile loss before tax to net cashflows primarily including depreciation and amortisation expenses of ?122.86 million, interest income on deposits of ?(392.11) million and share based payment expense of ?81.46 million. Our operating cash flow before working capital changes was ?(3,046.17) million in Fiscal 2023. Our working capital adjustments in Fiscal 2023 were primarily due to an increase in trade receivables of ?(293.98) million in line with the increase in our revenue from operations, which was significantly offset by an increase in trade payables of ?361.40 million on account of increase in payouts to Digital Partners as result of higher referral and marketing related activities on our platform and increase in other liabilities of ^117.17 million on account of increase in statutory dues pertaining to GST payable on the revenue billed. In Fiscal 2023, cash (used) in operations amounted to ?2,846.46 million and income taxes paid (net of refund) was ?12.70 million.
Net cash flow generated/(used) in investing activities
Net cash flow generated from investing activities in the six months period ended September 30, 2025 was ?1,436.45 million, which primarily consisted of redemption in fixed deposits of ?5,274.98 million, which was significantly offset by an investments in fixed deposits of ?3,937.92 million.
Net cash flow generated from investing activities in the six months period ended September 30, 2024 was ?1,211.21 million, which primarily consisted of redemption in fixed deposits of ?8,068.34 million, which was significantly offset by an investments in fixed deposits of ?7,245.84 million.
Net cash flow generated from investing activities in Fiscal 2025 was ?2,352.26 million, which primarily consisted of redemption in fixed deposits of ?15,578.19 million, which was significantly offset by an investments in fixed deposits of ?13,712.05 million.
Net cash flow generated from investing activities in Fiscal 2024 was ?2,477.89 million, which primarily consisted of redemption in fixed deposits of ?14,011.30 million, which was significantly offset by an investments in fixed deposits of ?12,002.43 million.
Net cash flow (used) in investing activities in Fiscal 2023 was ?5,793.16 million, which primarily consisted of investments in fixed deposits of ?22,449.13 million, which was significantly offset by redemption in fixed deposits of ?16,747.55 million.
Net cash flow generated/(used) in financing activities
Net cash flow (used) in financing activities in the six months period ended September 30, 2025 was ?60.66 million, which was primarily due to payment of lease liabilities (principal) of ?55.21 million and share issue expenses paid of ?24.11 million, which was offset by proceeds from issuance of compulsorily convertible preference shares of ?29.97 million.
Net cash flow (used) in financing activities in the six months period ended September 30, 2024 was ?147.96 million, which was primarily due to acquisition of non-controlling interest of ?86.77 million, payment of lease liabilities (principal) of ?49.48 million and payment of lease liabilities (interest) of ^11.71 million.
Net cash flow (used) in financing activities in Fiscal 2025 was ?147.40 million, which was primarily due to loan repaid of ?150.00 million, payment of lease liabilities (principal) of ?102.48 million and acquisition of noncontrolling interest of ?86.77 million, which was offset by loan taken of ?150.00 million and proceeds from issuance of equity share capital of ?83.52 million.
Net cash flow (used) in financing activities in Fiscal 2024 was ?96.47 million, which was primarily due to payment of lease liabilities (principal) of ?77.32 million and payment of lease liabilities (interest) of ?19.15 million.
Net cash flow generated from financing activities in Fiscal 2023 was ?9,026.81 million, which was primarily due to proceeds from issuance of equity share capital of ?9,158.62 million comprising of a fresh issue of 78,252
0. 001% compulsory convertible preference shares at a face value of ?20 per share with a premium of ?117,020 per share.
Unaudited Proforma Financial Information
On May 8, 2024, our Company acquired 75.14% of the voting shares of TIB, a company based in India and engaged in the business of providing insurance broking services. On September 28, 2024 by way of buyback transaction undertaken by TIB to other pre-existing shareholders, TIB became a wholly owned subsidiary of our Company. The Unaudited Proforma Financial Information has been prepared to illustrate the impact of this significant acquisition. Unaudited Proforma Financial Information details of our Company together with its wholly owned Subsidiaries (Turtlemint Mutual Fund Distributors Private Limited and Turtlemint Insurance Broking Services Private Limited) collectively known as "Group".
Basis of Preparation
The Unaudited Proforma Financial Information for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 have been voluntarily prepared by the management of Company in accordance with the requirements of the SEBI ICDR Regulations issued by SEBI, in respect of TIB acquisition for which financial information is disclosed in this UDRHP-I, considering that the acquisition is material for the purpose of the business.
Considering the financial information of the TIB for the period ended May 7, 2024 and for the years ended March 31, 2024 and March 31, 2023 is material and important to the Group and as advised by Book Running Lead Managers, the management of the Company has included such information in the Unaudited Proforma Financial Information, although the same is not required to be mandatorily included as per SEBI ICDR Regulations, as amended.
The Unaudited Proforma Financial Information has been compiled by the management of the Group to illustrate the impact of the acquisition of Turtlemint Insurance Broking Services Limited on the Groups financial performance for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023 as if the aforesaid acquisitions had been consummated on April 1, 2024, April 1, 2023, and April 1, 2022, respectively.
The Unaudited Proforma Financial Information is prepared for the purposes of inclusion in this UDRHP-I in connection with the offering of the equity shares of the Company as part of the overall proposed initial public offering of equity shares of the Company. The information with respect to acquisition of Turtlemint in the Unaudited Proforma Financial Information for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and corresponding proforma adjustments is not specifically required to be included in this UDRHP-I pursuant to the SEBI ICDR Regulations. However, the Company believes that such information is material for the investors and is therefore included on voluntary basis in this UDRHP-I.
The Unaudited Proforma Financial Information have been prepared specifically for inclusion in this UDRHP-I to be filed by the Company with SEBI in connection with proposed IPO. The Proforma Financial Information has been prepared by the Group to illustrate the impact of acquisition transaction undertaken as if the acquisition had taken place as on April 1, 2024, April 1, 2023 and April 1, 2022 respectively for the purpose of Unaudited Proforma Statement of Profit and Loss.
The Unaudited Proforma Financial Information is based on:
1. Restated consolidated summary statements of the Group as of and for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023.
ii. Special Purpose Ind AS Financial Information of TIB as of and for the years ended March 31, 2024 and March 31, 2023. TIB prepared financial statements as per Companies (Accounting Standards) Rules, 2021 ("Indian GAAP") till March 31, 2024. For the purpose of preparation of proforma financial information, TIB prepared special purpose IND AS financial statements for the years ended March 31, 2023 and March 31, 2024.
iii. Special Purpose Interim Ind AS Financial Information of TIB for the period April 1, 2024 to May 7, 2024;
iv. Inter group eliminations between the Group and TIB as at and for the years ended March 31, 2024 and March 31, 2023 and for the period from April 1, 2024 to May 7, 2024;
v. Adjustments to the unaudited proforma financial information arising from transactions between the Group and the acquired entity during the years ended March 31, 2024 and March 31, 2023 and for the period from April 1, 2024 to May 7, 2024 for the purpose of unaudited proforma statement of profit and loss; and
vi. Adjustments to recognise the impact of allocation of purchase consideration paid/payable by the Company.
The Unaudited Proforma Financial Information are presented in Indian Rupees which is also the Groups functional currency.
The assumptions and estimates underlying the adjustments to the Unaudited Proforma Financial Information are described hereinafter which should be read together with the Unaudited Proforma Statement of Profit and Loss.
The Unaudited Proforma Financial Information are prepared using uniform accounting policies for the like transactions and other events in similar circumstances. Adjustments, if any, are made in preparing Unaudited Proforma Financial Information to ensure uniformity of the Groups accounting policies with Turtlemints accounting policies. The financial statements of all entities used for the purpose of Unaudited Proforma Financial Information are drawn up to the same reporting dates as that of the Group, i.e., years ended on March 31, 2025, March 31, 2024 and March 31, 2023.
The Unaudited Proforma Financial Information should be read together with the Groups restated consolidated summary statements and the audited financial statements of TIB.
The business combination of Turtlemint has been accounted for under the acquisition method in accordance with Ind AS 103 Business Combinations. Accordingly, the Group has allocated the purchase consideration to the estimated fair value of assets acquired and liabilities assumed and recognised the difference between purchase consideration and net assets as goodwill in the Unaudited Proforma Financial Information as at March 31, 2024 and March 31, 2023.
The Special Purpose IND AS Financial Statements of TIB have been prepared in accordance with the measurement and recognition principles of Indian Accounting Standard (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) after considering the transition date for Ind AS adoption of TIB as of April 01, 2022. However, these Special Purpose Financial Statements do not include certain disclosures which would have otherwise been required for General Purpose Financial Statements and as such omit disclosures such as transition date balance sheet, comparative information and certain other disclosures as envisaged under Ind AS and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III).
The Unaudited Proforma Financial Information were approved by the Board of Directors of the Holding Company on September 4, 2025.
Because of their nature, the Unaudited Proforma Financial Information addresses a hypothetical situation and therefore, does not represent the Groups factual financial results. Accordingly, the Unaudited Proforma Financial Information does not necessarily reflect what the Groups financial results of operations would have been had the acquisitions occurred on the dates indicated and is also not intended to be indicative of expected financial results of operations in future periods. The actual statement of profit and loss may differ significantly from the proforma amounts reflected herein due to variety of factors.
The proforma adjustments are based upon available information and assumptions that the management of the Group believes to be reasonable. Further, such Unaudited Proforma Financial Information has not been prepared in accordance with standards and practices acceptable in any other jurisdiction and accordingly, should not be relied upon as if it had been carried out in accordance with those standards and practices in any other jurisdiction.
Accordingly, the degree of reliance placed by anyone on such Unaudited Proforma Financial Information should be limited. In addition, the rules and regulations related to the preparation of Unaudited Proforma Financial Information in other jurisdictions may also vary significantly from the basis of preparation as set out in paragraphs above to prepare these Unaudited Proforma Financial Information.
The Unaudited Proforma Balance Sheet is not included herein as the transaction is already reflected in the Restated Consolidated Summary Statements of Turtlemint Fintech Solutions Limited as at March 31, 2025.
Results of Operations on a proforma basis
The following table sets forth select unaudited proforma financial information for Fiscals 2025, 2024 and 2023, the components of which are also expressed as a percentage of total income on a proforma basis for such years indicated. Also, see "Risk Factors - Internal Risk Factors - Our Company acquired Turtlemint Insurance Broking Services Private Limited with effect from May 8, 2024from 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 this UDRHP-I 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 " on page 48.
Particulars |
Fiscal |
|||||
| 2025 | 2024 | 2023 | ||||
| (? million) | % of total | (? million) % of total |
(? million) | % of total | ||
| income | income |
income | ||||
Proforma income |
||||||
Proforma revenue from operations |
7,002.65 | 95.81% | 5,641.68 | 93.04% | 5,379.75 | 92.93% |
Proforma other income |
306.13 | 4.19% | 422.23 | 6.96% | 409.50 | 7.07% |
Proforma total income |
7,308.78 | 100.00% | 6,063.91 | 100.00% | 5,789.25 | 100.00% |
Proforma expenses |
||||||
Proforma employee benefit expenses |
2,354.69 | 32.22% | 2,802.22 | 46.21% | 2,635.72 | 45.53% |
Proforma finance costs |
23.92 | 0.33% | 33.44 | 0.55% | 32.31 | 0.56% |
Proforma depreciation and amortisation expenses |
300.06 | 4.11% | 275.23 | 4.54% | 191.11 | 3.30% |
Proforma impairment on non current assets |
- | - | 7.39 | 0.12% | - | - |
Proforma impairment losses on financial instruments |
36.81 | 0.50% | 8.42 | 0.14% | 17.71 | 0.31% |
Proforma other expenses |
6,592.02 | 90.19% | 4,779.45 | 78.82% | 5,729.75 | 98.97% |
Proforma total expenses |
9,307.50 | 127.35% | 7,906.15 | 130.38% | 8,606.60 | 148.67% |
Proforma loss before tax |
(1,998.72) | (27.35%) | (1,842.24) | (30.38%) | (2,817.35) | (48.67%) |
Proforma tax expense |
||||||
Proforma current tax |
- | - | 31.58 | 0.52% | 28.08 | 0.49% |
Proforma deferred tax |
26.90 | 0.37% | (3.92) | (0.06%) | (7.87) | (0.14%) |
Proforma total tax expenses |
26.90 | 0.37% | 27.66 | 0.46% | 20.21 | 0.35% |
Proforma Loss for the year |
(2,025.62) | (27.71%) | (1,869.90) | (30.84%) | (2,837.56) | (49.01%) |
Proforma other comprehensive income/ (loss) for the year, net of tax |
(3.84) | (0.05%) | (6.54) | (0.11%) | (3.16) | (0.05%) |
Proforma total comprehensive income/ (loss) for the year |
(2,029.46) | (27.77%) | (1,876.44) | (30.94%) | (2,840.72) | (49.07%) |
Fiscal 2025 compared to Fiscal 2024
Key Developments
• Effective Fiscal 2024, IRDAI revised the erstwhile Payment of Commission Regulation from the Payment of Commission or Renumeration or Reward to Insurance Agents and Insurance Intermediaries, 2016 to Insurance Regulatory and Development Authority of India (Payment of Commission) Regulations, 2023 (Source: Redseer Report). The new regulations, while removing the commission caps, put in place overall limits on EOM of the general insurance, health and life insurers (Source: Redseer Report). As a result of these regulatory changes, we earned minimal income from marketing fees in Fiscal
2025. For details on the regulatory changes and impact on commissions and marketing fees, see "- Key Developments - Regulatory changes affecting the results of operations" on page 533.
Proforma income
Proforma total income increased by 20.53% from ?6,063.91 million in Fiscal 2024 to ?7,308.78 million in Fiscal 2025 primarily due to an increase in proforma revenue from operations.
Proforma revenue from operations
Proforma revenue from operations increased by 24.12% from ?5,641.68 million in Fiscal 2024 to ?7,002.65 million in Fiscal 2025. This increase was primarily due to an increase in proforma income from distribution of financial products by 34.02% from ?5,120.00 million in Fiscal 2024 to ?6,861.58 million in Fiscal 2025 on account of higher insurance commissions from our Insurer Partners as a result of an increase in our network of Digital Partners. This resulted in an increase in the number of insurance policies sold through our platform from 4.75 million in Fiscal 2024 to 6.11 million in Fiscal 2025 resulting in an increase in Platform Premium from ?22,731.10 million in Fiscal 2024 to ?29,459.36 million in Fiscal 2025. We also experienced an increase in proforma income from technical and support services by 18.19% from ^119.36 million in Fiscal 2024 to ?141.07 million in Fiscal 2025 primarily due to increase in business of our Turtlefin platform with existing enterprise clients and onboarding of new enterprise clients.
This increase in proforma revenue from operations was offset by a decrease in proforma marketing fees from ?402.32 million in Fiscal 2024 compared to ?0.00 million in Fiscal 2025 as a result of insurance companies significantly reducing their marketing spend on account of the certain regulatory changes implemented by the IRDAI. For details on the regulatory changes and impact on commissions and marketing fees, see Key Developments - Regulatory changes affecting the results of operations" on page 533.
Proforma other income
Proforma other income decreased by 27.50% from ?422.23 million in Fiscal 2024 to ?306.13 million in Fiscal 2025 primarily due to a decrease in interest income on with banks and financial institution on account of decrease in balance of deposits with banks and financial institution.
Proforma expenses
Proforma total expenses increased by 17.72% from ?7,906.15 million in Fiscal 2024 to ?9,307.50 million in Fiscal 2025 primarily due to an increase in proforma other expenses in line with the increase in proforma revenue from operations.
Proforma employee benefits expense
Proforma employee benefits expense decreased by 15.97% from ?2,802.22 million in Fiscal 2024 to ?2,354.69 million in Fiscal 2025 primarily due to the average number of employees decreased in Fiscal 2025 resulting in a decrease in salaries, wages and bonus. In Fiscal 2024, we restructured our sales team, moving from a product- based to a product agnostic approach to reduce sales operation costs resulting in reduction in the average number of employees. The restructuring of the sales team was facilitated by the introduction and enhancement of our Ninja CRM application, which allows our sales teams to engage effectively with our Digital Partners. We also introduced our Insurance Hub platform that enabled us to automate and reduce the time to integrate new products from our Insurer Partners, resulting in a reduction in technology-related costs, including employee and outsourced staff costs experienced in technology and software.
Proforma finance costs
Proforma finance costs decreased by 28.47% from ?33.44 million in Fiscal 2024 to ?23.92 million in Fiscal 2025 primarily due to a decrease in interest expense on on lease liabilities.
Proforma depreciation and amortisation expenses
Proforma depreciation and amortisation expenses increased by 9.02% from ?275.23 million in Fiscal 2024 to ?300.06 million in Fiscal 2025 primarily due to an increase in amortisation of other intangible assets on account of accelerated amortisation of customer relationships and non-compete fees recognized on the acquisition of certain assets and business contracts from Last Decimal Private Limited due to lower realisation of revenue as expected from the customers contracts.
Proforma impairment on non current assets
Proforma impairment on non-current assets decreased to nil in Fiscal 2025 compared to ?7.39 million in Fiscal 2024 primarily on account of impairment on goodwill recognized on the acquisition of certain assets and business contracts from Last Decimal Private Limited due to lower realisation of revenue with customers contracts.
Proforma impairment losses on financial instruments
Proforma impairment losses on financial instruments increased by 337.17% from ?8.42 million in Fiscal 2024 to ?36.81 million in Fiscal 2025 primarily due to an increase in allowance for credit loss on trade receivables.
Proforma other expenses
Proforma other expenses increased by 37.92% from ?4,779.45 million in Fiscal 2024 to ?6,592.02 million in Fiscal 2025 primarily due to commission expense on distribution of financial products. Commission expense on distribution of financial products increased by 71.02% from ?3,070.59 million in Fiscal 2024 to ?5,251.37 million in Fiscal 2025 on account of increase in commission payouts to our Digital Partners for distribution of insurance products in line with the increase in business volumes and premium.
This increase in proforma other expenses was offset by a decrease in: (i) proforma advertisement and marketing expenses (including acquisition marketing) by 33.94% from ?1,126.64 million in Fiscal 2024 to ?744.22 million in Fiscal 2025. This decrease was in line with the decrease in income from marketing fees in Fiscal 2025 (see "Key Developments - Regulatory changes affecting the results of operations" on page 533). Our Company shifted its acquisition strategy for Digital Partners towards digital channels and as a result the referral payments to Digital Partners for the recruitment of new Digital Partners decreased significantly; and (ii) proforma tech and other support expenses by 80.03% from ?127.74 million in Fiscal 2024 to ?25.51 million in Fiscal 2025, primarily due to our Insurance Hub platform that enabled us to automate and reduce the time to integrate new products from our Insurer Partners, resulting in a reduction in technology-related costs, including outsourced technology staff costs.
Proforma loss before tax
For the reasons discussed above, proforma loss before tax increased by 8.49% from ?(1,842.24) million in Fiscal 2024 to ?(1,998.72) million in Fiscal 2025.
Proforma tax expense
Proforma tax expense was ?26.90 million in Fiscal 2025 compared to ?27.66 million in Fiscal 2024. In Fiscal 2024, we had proforma current tax of ^31.58 million primarily due to profits generated by TIB. Further, proforma deferred tax was ?26.90 million in Fiscal 2025 compared to ?(3.92) million in Fiscal 2024 due to resulting from reversal of the deferred tax assets pertaining to TIB on account of business losses incurred by TIB.
Proforma loss for the year
For the various reasons discussed above, proforma loss for the year increased by 8.33% from ?(1,869.90) million in Fiscal 2024 to ?(2,025.62) million in Fiscal 2025.
Proforma total comprehensive income for the year, net of tax
Proforma total comprehensive loss for the period, net of tax was ?(2,029.46) million in Fiscal 2025 compared to ?(1,876.44) million in Fiscal 2024. Proforma total other comprehensive income was ?(3.84) million in Fiscal 2025 compared to ?(6.54) million in Fiscal 2024.
Fiscal 2024 compared to Fiscal 2023
Proforma income
Proforma total income increased by 4.74% from ?5,789.25 million in Fiscal 2023 to ?6,063.91 million in Fiscal 2024 primarily due to an increase in proforma revenue from operations.
Proforma revenue from operations
Proforma revenue from operations marginally increased by 4.87% from ?5,379.75 million in Fiscal 2023 to ?5,641.68 million in Fiscal 2024 primarily due to a significant increase in proforma income from distribution of financial products by 221.99% from ?1,590.09 million in Fiscal 2023 to ?5,120.00 million in Fiscal 2024. This significant increase was on account of the higher insurance commissions on account of the changes in IRDAI
Commission and EOM Regulations 2023. According to the IRDAI Annual Report for Fiscal 2024, this shift has led to an approximate 97% increase in commission payouts by general insurers - from ?201.4 billion in Fiscal
2023 to ?396.0 billion in Fiscal 2024 (Source: Redseer Report). For details on the regulatory changes and impact on commissions and marketing fees, see Key Developments - Regulatory changes affecting the results of operations" on page 533. Further, our network of Digital Partners has also grown resulting an increase in the Platform premium from ?22,154.86 million in Fiscal 2023 to ?22,731.10 million in Fiscal 2024.
This increase in proforma revenue from operations was significantly offset by a decrease in proforma income from marketing fees by 88.74% from ?3,572.67 million in Fiscal 2023 to ?402.32 million in Fiscal 2024 as a result of insurance companies significantly reducing their marketing spend on account of the certain regulatory changes implemented by the IRDAI. For details on the regulatory changes and impact on commissions and marketing fees, see "- Key Developments - Regulatory changes affecting the results of operations" on page 533. We also experienced a decrease in proforma income from technical and support services by 44.99% from ?216.99 million in Fiscal 2023 to ^119.36 million in Fiscal 2024 primarily due to reduction in the volumes of technical services provided to Insurers through Turtlefin platform and completion of certain contracts with third parties in relation to such technical services.
Proforma other income
Proforma other income increased by 3.11% from ?409.50 million in Fiscal 2023 to ?422.23 million in Fiscal 2024 primarily due to an increase in interest income on deposits with banks and financial institution primarily on account of the increase in average interest rate earned.
Proforma expenses
Proforma total expenses decreased by 8.14% from ?8,606.60 million in Fiscal 2023 to ?7,906.15 million in Fiscal
2024 primarily due to a decrease in proforma other expenses.
Proforma employee benefits expense
Proforma employee benefit expenses increased by 6.32% from ?2,635.72 million in Fiscal 2023 to ?2,802.22 million in Fiscal 2024 primarily due to an increase in salaries, wages and bonus. This increase was primarily due to annual salary increments, which was partially offset by a reduction in average number of employees on account of restructuring of our sales team by moving from a product-based to a product agnostic approach in Fiscal 2024. The restructuring of the sales team was facilitated by the introduction and enhancement of our Ninja CRM application, which allows our sales teams to engage effectively with our Digital Partners. Share based payment expense also increased primarily due to stock options being granted in the latter half of Fiscal 2023 resulting in the cost of the stock options being recorded for the full year in Fiscal 2024 compared to only a certain portion in Fiscal 2023.
Proforma finance costs
Proforma finance costs marginally increased by 3.50% from ?32.31 million in Fiscal 2023 to ?33.44 million in Fiscal 2024 primarily due to an increase in interest expense on on lease liabilities on account of additions of new branch leases for our physical branch offices.
Proforma depreciation and amortisation expenses
Proforma depreciation and amortisation expenses increased by 44.02% from ?191.11 million in Fiscal 2023 to ?275.23 million in Fiscal 2024 primarily due to an increase in amortisation of other intangible assets primarily on account of our accelerated amortisation of customer relationships recognized on the acquisition of certain assets and business contracts from Last Decimal Private Limited due to lower realisation of revenue than expected from the customers contracts. We also experienced an increase in depreciation of right-to-use-assets primarily on account of additions of new leases.
Proforma impairment on non current assets
Proforma impairment on non-current assets increased to ?7.39 million in Fiscal 2024 compared to nil in Fiscal 2023 primarily on account of impairment on goodwill recognized on the acquisition of certain assets and business contracts from Last Decimal Private Limited due to lower realisation of revenue with customers contracts.
Proforma impairment losses on financial instruments
Proforma impairment losses on financial instruments decreased by 52.46% from tll.H million in Fiscal 2023 to ?8.42 million in Fiscal 2024 primarily due to a decrease in allowance for credit loss on trade receivables.
Proforma other expenses
Proforma other expenses decreased by 16.59% from t.5,129.15 million in Fiscal 2023 to ?4,119.45 million in Fiscal 2024 primarily due to proforma advertisement and marketing expenses (including acquisition marketing), which significantly decreased by 76.32% from ?4,758.50 million in Fiscal 2023 to ?1,126.64 million in Fiscal 2024. This decrease was in line with the decrease in income from marketing fees in Fiscal 2024 (see " - Key Developments - Regulatory changes affecting the results of operations" on page 533). Our Company shifted its acquisition strategy for Digital Partners towards digital channels and as a result the referral payments to Digital Partners for the recruitment of new Digital Partners decreased significantly. In addition, we did not renew a brand marketing campaign with a brand ambassador upon its expiry. Proforma tech and other support expenses also decreased by 32.81% from ?190.29 million in Fiscal 2023 to ?121.14 million in Fiscal 2024, primarily due to the introduction of our Insurance Hub platform that enabled us to automate and reduce the time to integrate new products from our Insurer Partners, resulting in a reduction in technology-related costs, including outsourced technology staff costs.
This decrease in proforma other expenses was offset by a significant increase in commission expense on distribution of financial products by 913.54% from ?286.02 million in Fiscal 2023 to ?3,010.59 million in Fiscal 2024 in line with the increase in our business volumes resulting in increase in payouts to our Digital Partners as a result of certain regulatory changes implemented by the IRDAI. For details on the regulatory changes and impact on commissions and marketing fees, see "- Key Developments - Regulatory changes affecting the results of operations on page 533.
Proforma loss before tax
For the reasons discussed above, proforma loss before tax decreased by 34.61% from ?(2,811.35) million in Fiscal 2023 to ?(1,842.24) million in Fiscal 2024.
Proforma tax expense
Proforma tax expense increased by 36.86% from ?20.21 million in Fiscal 2023 to ?27.66 million in Fiscal 2024 primarily due to an increase in proforma current tax by 12.46% from ?28.08 million in Fiscal 2023 to ^31.58 million in Fiscal 2024 due to increase in the taxable income of TIB in accordance with applicable income tax laws.
Proforma loss for the year
For the various reasons discussed above, proforma loss for the year decreased by 34.10% from ?(2,831.56) million in Fiscal 2023 to ?(1,869.90) million in Fiscal 2024.
Proforma total comprehensive income for the year, net of tax
Proforma total comprehensive loss for the period, net of tax was ?(1,876.44) million in Fiscal 2024 compared to ?(2,840.12) million in Fiscal 2023. Proforma total other comprehensive income was ?(6.54) million in Fiscal 2024 compared to ?(3.16) million in Fiscal 2023.
Indebtedness
As of September 30, 2025, March 31, 2025, 2024 and 2023, we did not have any borrowings excluding lease liabilities.
Capital Expenditures
Our historical capital expenditures primarily comprised expenditures relating to property, plant and equipment, including information technology infrastructure and IT equipment, and software licenses, as well as other intangible assets. We intend to continue to expand our platform offerings and technological capabilities, which may lead us to incur further capital expenditure. The following table sets forth details of our additions to property,
plant and equipment (PPE) and additions due to acquisition to other intangible assets on a restated basis for the periods/ years indicated:
Particulars |
Six months period ended September 30, |
Fiscal | |||
| 2025 | 2024 | 2025 | 2024 | 2023 | |
| (? million) | |||||
Additions to property, plant and equipment (PPE) |
17.08 | 7.63 | 20.12 | 8.98 | 117.87 |
Additions due to acquisition to other intangible assets |
- | - | 50.00 | - | 193.15 |
Contractual Obligations and Commitments
Contractual Obligations
The following table sets forth a summary of the maturity profile of our contractual obligations on a restated basis as of September 30, 2025:
As of September 30, 2025 |
||||||
| <1 year | 1-2 year | 2-3 year | 3-4 year | > 4 year | Total | |
(? million) |
||||||
Lease liabilities (A) (Undiscounted)* |
117.81 | 87.16 | 25.17 | 15.91 | 5.06 | 251.11 |
Trade payables - Total outstanding dues of micro enterprises and small enterprises (B) ** |
52.58 | 52.58 | ||||
Trade payables - Total outstanding dues of creditors other than micro enterprises and small enterprises (C) ** |
547.81 | 547.81 | ||||
Current liabilities - Other financial liabilities (C) ** |
80.21 | - | - | - | - | 80.21 |
Total |
798.41 | 87.16 | 25.17 | 15.91 | 5.06 | 931.71 |
* Amount reflected above for lease liabilities is valued at undiscounted value.
** All other balances are presented at carrying amount.
Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) - nil as on September 30, 2025, September 30, 2024: nil; March 31, 2025, March 31, 2024 and March 31, 2023.
Contingent Liabilities
The following table sets forth our contingent liabilities as per Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets derived from Restated Consolidated Financial Information as at September 30, 2025:
Claims not acknowledged as debts: |
As at September 30, 2025 (? million) |
- Income Tax |
62.25 |
- Goods and Services Tax |
511.96 |
Notes:
(1) The Income Tax Department (IT Department) had initiated the assessment/reassessment proceedings against the Company u/s 143/147 of the Income Tax Act, 1961 (‘the Act) for FY 2017-18, 2019-20, 2020-21, 2021-22 and 2022-23. The Company has duly responded against the said notices by filing its responses to the notices received by it for each of the corresponding years. Subsequently, the Department requested for the various documents/information/explanations by issuing notices u/s 142 of the Act, which too were duly responded to by the Company with all the required details. Consequently, the IT Department passed assessment order u/s 143(3)/143(3) r.w.s. 147 for the corresponding financial years by making ad-hoc disallowances u/s 37 of the Act of certain expenses debited to the profit and loss account. The aggregate amount of disallowance made by the IT Department for all the years amounts to INR 62.25 million. However, the aggregate tax demand consequent to such assessment/reassessment was Nil since the Company had certain brought forward tax losses against which the aforementioned disallowances were set off. During the course of the assessment/re-assessment proceedings, the IT Department has also issued notices initiating proceedings for imposition ofpenalty u/s 270A and 271AAD of the IT Act. The proceedings have been kept in abeyance till the disposal of the appeal filed by the Company against the assessment orders pursuant to which the penalty proceedings were initiated. (September 30, 2024: INR 62.25 million; March 31, 2025: INR 62.25 million; March 31, 2024: Nil; March 31, 2023: Nil).
(2) During the year ended March 31, 2025, the Company has received the orders from the GST Adjudicating Authority confirming the levy ofpenalty aggregating to INK. 511.96 million for the years 2017 to 2023 under the pro-visions of Central Goods and Services Tax Act, 2017. These penalties arise from the show cause notices issued by the Directorate General of GST Intelligence (DGGI) on account of the Company having allegedly raised invoices on insurance companies without actual supply of services. The Company has filed appeals before the GST Appellate Authorities contesting the penalty confirmed in the orders. Accordingly, the Company has disclosed the aforesaid penalty demanded aggregating INK. 511.96 million (September 30, 2024: INK 511.96 million; March 31, 2025: INK 511.96 million; March 31, 2024: INK 426.03 million; March 31, 2023: INK 166.20 million) as a contingent liability as at the period-end.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that we believe have or are reasonably likely to have a current or future material effect on our financial condition, change in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Related Party Transactions
We have engaged in the past, and may engage in the future, in transactions with related parties. For details of our related party transactions, see "Summary of the Offer Document - Summary of Related Party Transactions" on page 24.
Quantitative and Qualitative Analysis of Market Risks
Our business is subject to several risks and uncertainties including financial risks. Our documented risk management polices act as an effective tool in mitigating the various financial risks to which our business is exposed to in the course of our daily operations. The risk management policies cover areas such as liquidity risk, interest rate risk, counterparty and concentration of credit risk and capital management. Risks are identified through a formal risk management programme with active involvement of senior management personnel and business managers. Our risk management process is in line with the corporate policy. Each significant risk has a designated ‘owner within the Group at an appropriate senior level. The potential financial impact of the risk and its likelihood of a negative outcome are regularly updated. The risk management process is coordinated by the Management Assurance function and is regularly reviewed by our Board. The overall internal control environment and risk management programme including financial risk management is reviewed by the Board of Directors.
Our risk management framework aims to: (i) improve financial risk awareness and risk transparency; (ii) identify, control and monitor key risks; (iii) identify risk accumulations; (iv) provide management with reliable information on our risk situation; and (v) improve financial returns.
We have exposure to the following risks arising from financial instruments liquidity risk, interest rate risk, credit risk and currency risk.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Groups reputation.
Interest rate risk
Fixed rate financial assets are largely interest bearing fixed deposits held by the Group. The returns from these financial assets are linked to bank rate notified by Reserve Bank of India as adjusted on periodic basis. Other than mentioned financial assets and financial liabilities all are non-interest bearing.
Credit Risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and after obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group is exposed to credit risk for receivables, cash and cash equivalents, bank balances other than cash and cash equivalents.
Credit risk management considers available reasonable and supportable forward-looking information including indicators like external credit rating (as far as available), macro-economic information (such as regulatory
changes, government directives, market interest rate). Only highly rated banks and financial institutions are considered for placement of deposits. Bank balances are held with reputed and creditworthy banking institutions.
None of the Groups cash equivalents are past due or impaired. The Group has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables and 6- month expected credit loss for other receivables. An impairment analysis is performed at each reporting date on an individual basis for major parties. The calculation is based on historical data of actual losses. The Group evaluates the concentration of risk with respect to trade receivables as low.
The Group held cash and cash equivalents and balances with scheduled banks and financials institutions in deposit accounts of ?1,869.45 million, ?4,023.71 million, ?3,164.71 million, ?5,045.61 million and ?7,172.18 million as at September 30, 2025, September 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. Our management evaluates credit worthiness of banks and financial institution on an ongoing basis on credit ratings. The Group has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. Trade receivables are typically unsecured and are derived from operating activities. Credit risk has been managed by the Group through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of the customers to which the Group grant credit limits in the normal course of business. The Group has applied simplified approach to measure expected credit losses on trade receivables. The provision matrix takes in account a continuing credit evaluation, ageing of trade receivable, the Groups historical loss experience and six-month expected credit loss for other receivables. An impairment analysis is performed at each reporting date on an individual basis for major parties. The calculation is based on historical data of actual losses. The Group evaluates the concentration of risk with respect to trade receivables as low.
Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Groups exposure to the risk of changes in foreign exchange rates relates primarily to the Groups operating activities.
Reservations, Qualifications, Adverse Remarks and Matters of Emphasis
The audit report issued by our Statutory Auditor for the year ended March 31, 2025 and audit report for the year ended March 31, 2024 includes observation under ‘Report on Other Legal and Regulatory Requirements paragraph relating to the maintenance of books of account and other matters connected therewith. These modifications indicated that our Company and subsidiaries have in case of one of the software not preserved audit trail in accordance with statutory requirements for record retention until September 06, 2024. However, no instance of audit trail feature being tampered with were noted.
Further, the audit report issued by our Statutory Auditor and Previous Auditor also includes qualifications in the annexure to the auditors reports issued under Companies (Auditors Report) Order, 2020 on the financial statements for the years ended March 31, 2025, March 31, 2024 issued by our Statutory Auditor and March 31, 2023 issued by our Previous Statutory Auditor. These matters relate to slight delays in deposit of statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues which have not been deposited on account of any dispute. These modifications do not require any corrective adjustments in our Restated Consolidated Financial Information.
The compilation report on our Unaudited Proforma Financial Information includes an emphasis of matter in respect of preparation and inclusion of Special Purpose Ind AS Financial Information of the TIB as at and for the years ended March 31, 2024 and March 31, 2023 and Special Purpose Interim Ind AS Financial Information for the period from April 1, 2024 to May 7, 2024 for the purpose of inclusion in the Unaudited Proforma Financial Information prepared on a voluntary basis and not required to be included as part of the mandatory Unaudited Proforma Financial Information as per Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.
Except as stated above, there are no reservations, qualifications, adverse remarks and matters of emphasis included in the Restated Consolidated Financial Information. Also, for details on use of going concern assumption, see "~ Significant accounting judgements, estimates and assumptions - Estimates and Assumptions - Use of going concern assumption" on page 558.
Unusual or Infrequent Events or Transactions
Except as disclosed in this UDRHP-I, there have been no other events or transactions that, to our knowledge, may be described as "unusual" or "infrequent" that led to a material adverse effect on our business and operations.
Known Trends or Uncertainties
Our business has been subject, and we expect it to continue to be subject, to significant economic changes. To our knowledge, except as discussed in this UDRHP-I, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on income from our continuing operations. For further information regarding trends and uncertainties, please see "-Factors Affecting Our Results of Operations and Financial Condition" on page 536 and "Risk Factors" on page 42.
Future Relationship between Cost and Income
Except as disclosed in this UDRHP-I, there are no known factors that will have a material adverse impact on our operations and finances. For further information, see "Risk Factors", "Our Business" and "Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 42, 228 and 530, respectively.
Seasonality of Business
Our operations are impacted by seasonality. Each of our products may have different seasonality factors and the mix of our revenue source may shift from time to time. For instance, the premium from our motor insurance products tends to be higher during the festive season in India, which usually occurs in the third quarter of the fiscal year. Further, life and health insurance products are typically more popular in the fourth quarter of our fiscal year based on the premiums earned and to take advantage of income tax benefits available to customers. For further information, see "Risk Factors - Internal Risks - Our business is subject to seasonal fluctuations, which makes our results of operations difficult to predict and may cause our quarterly results of operations to fall short of expectations" on page 87.
Significant Dependence on a Single or Few Customers or Suppliers
We depend on certain of our Insurer Partners for a portion of our proforma revenue from operations. Our top 10 Insurer Partners in the six months period ended September 30, 2025 contributed to 74.51% and 60.99%, of our revenue from operations in the six months period ended September 30, 2025 and September 30, 2024, respectively, and our top 10 Insurer Partners in Fiscal 2025 contributed to 68.98%, 58.57% and 60.21% of our proforma revenue from operations in Fiscals 2025, 2024 and 2023, respectively. For further information, see "Risk Factors - Internal Risks - Our platform depends on our Insurer Partners insurance products. We generate majority of our revenues from our top Insurer Partners (our top 10 Insurer Partners in the six months period ended September 30, 2025 contributed to 74.51% and 60.99%, of our revenue from operations in the six months period ended September 30, 2025 and September 30, 2024, respectively, and our top 10 Insurer Partners in Fiscal 2025 contributed to 68.98%, 58.57% and 60.21% of our proforma revenue from operations in Fiscals 2025, 2024 and 2023, respectively). If we fail to sustain relationships with our Insurer Partners, our business, prospects, financial condition, results of operations and cashflows could be adversely affected on page 56.
Segment Reporting
The Board of Directors is the ‘Chief Operating Decision Maker and 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, information and technology services, advertising and marketing services. Thus, in the context of Indian Accounting Standard 108 on Segment Reporting, is considered to constitute a single primary segment also there is no separate geographical segment.
Recent Accounting Pronouncements
As at the date of this UDRHP-I, there are no recent accounting pronouncements which would have a material effect on our results of operations or financial condition.
Significant Economic Changes
Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect income from continuing operations. See "Risk Factors" and "- Factors Affecting Our Results of Operations and Financial Condition" on pages 42 and 536, respectively.
New Products or Business Segment
Apart from the disclosures in "Our Business" on page 228, we currently have no plans to develop new products or establish new business segments that are expected to have a material impact on our business, results of operations or financial condition.
Competitive conditions
We operate in a competitive environment and expect competition in our industry from existing and potential competitors to intensify. Please refer to the sections "Industry Overview", "Our Business", and "Risk Factors" on pages 196, 228 and 42, respectively, for further information on our industry and competition.
Significant Developments after September 30, 2025 that may affect our future results of operations
The Government of India has consolidated 29 existing labour legislations into a united framework comprising four Labour Codes viz Code on Wages 2019, Code on Social Security 2020, Industrial Relation Code 2020, and Occupational Safety, Health and Working Condition Code 2020 (collectively referred to as the New Labour Codes). These Codes have been made effective from November 21, 2025. The corresponding all supporting rules under these codes are yet to be notified.
Except as disclosed above and elsewhere in this UDRHP-I, no circumstances have arisen since the date of the last financial statements as disclosed in this UDRHP-I which materially or adversely affect or are likely to affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months.
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
Download The App Now
Follow us on
2026, IIFL Capital Services Ltd. All Rights Reserved
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.
