Turtlemint Fintech Solutions Ltd Directors Report

To,

The Members,

Your directors have pleasure in presenting their Tenth Annual Report on the business and operations of Turtlemint Fintech Solutions Limited (formerly known as Turtlemint Fintech Solutions Private Limited and Fintech Blue Solutions Private Limited) ("the Company ") together with the audited financial statements for the year ended March 31, 2025 ("the Year ").

1) FIN ANCIAL RESULTS: a) Financial performance (standalone):

During the Year under review, performance of your Company was as under: (Amount in Mn)

Particulars	Year ended	Year ended
	March 31, 2025	March 31, 2024
Turnover	306.66	740.56
Other income	266.55	409.99
Profit/(Loss) before taxation	(1542.02)	(1,926.07)
Less: Tax Expense	-	-
Current Tax	-	-
Deferred Tax	-	-
Profit/(Loss) after tax	(1,542.02)	(1,926.07)
Add: Balance B/F from the previous year	(8,886.72)	(6,962.71)
(including OCI)
Balance Profit/(Loss) C/F to the next year	(10,431.93)	(8,886.72)

b) State of Companys Affairs and Future Outlook:

The Company provides technology support, information technology and business support services, advertising and marketing services.

The total gross revenue from operations of the Company for the current financial year is INR 306.66 Mn, as against for the previous financial year which was INR 740.56 Mn.

During the Year under review, your Company has incurred net loss of INR 1542.02 Mn as against net loss of INR 1,926.07 Mn for the previous year. The directors are confident that the coming years would be favorable for the Company as present operations shall do well in upcoming years. c) Dividend:

In order to strengthen the cash flow and financials of the Company for future growth prospects, your directors do not recommend payment of dividends for the financial year ended March 31, 2025. d) Amounts transferred to Reserves:

During the Year under review, the Company has not transferred any amounts to reserves. e) Particulars of Loan, Guarantees and Investments:

The Board in its meeting held on March 28, 2025 has approved granting of investment to Turtlemint Mutual Fund Distributors Private Limited ("TMF"), a wholly-owned subsidiary (WOS) of the Company of INR 8,99,99,993.44 (Indian Rupees Eight Crore Ninety-Nine lakhs Ninety Nine Thousand Nine Hundred and Ninety Three Point Four Four).

Also, the Company has granted loan on April 14, 2020 and August 13, 2021 to TMF for an aggregate amount of INR 1,00,00,000 (Indian Rupees One Crore) and INR 6,00,00,000 (Indian Rupees Six Crore) in tranches which is outstanding as on March 31, 2025. The details of the actual loan amounts paid are specified in Annexure I to this report. f The change in the nature of business, if any: )

During the Year under review, there was no change in the nature of the Companys business. g) Changes in Share Capital and Debt Structure of the Company, if any:

Incr ease in authorized share capital:

During the Year under review, the authorized share capital of the Company has been increased from INR 1,72,84,252 (Indian Rupees One Crore Seventy-Two

Lakh Eighty Four Thousand Two Hundred and Fifty-Two) to INR 1,72,85,296 (Indian Rupees One Crore Seventy Two lakhs Eighty Five Thousand Two Hundred and Ninety Six).

Incr ease in paid-up share capital:

During the Year under review, the paid-up share capital of the Company has been changed from INR 1,58,24,795 (Indian Rupees One Crore Fifty-Eight lakhs Twenty Four Thousand Seven Hundred and Ninety Five) to INR 1,58,26,447 (Indian Rupees One Crore Fifty Eight lakhs Twenty Six Thousand Four Hundred and Forty Seven) due to below mentioned events:

Sr. No. Type of event	Date of allotment/ buyback	Type of shares	No. of shares	Nominal Value per share allotted (in INR)
1. Buyback	September 13,	Equity	1,044	1
	2024	shares
2. Allotment	March 07,	Series 1	1,044	1
	2025	CCPS
3. Allotment	March 07,	Equity	608	1
	2025	shares

h) Disclosure regarding issue of Equity Shares with Differential Rights:

During the Year under review, there has been no issue of equity shares with differential rights by the Company.

i) Disclosure regarding issue of Employee Stock Options:

During the Year under review, the disclosure of the Employee Stock Options ("ESOP") issued by the Company is attached in Annexure II to this report.

j) Disclosure regarding issue of Sweat Equity Shares:

During the Year under review, there has been no issue of sweat equity shares.

k) Details of Subsidiary, Joint Venture or Associates:

The Company has a wholly owned subsidiary ("WOS") named Turtlemint Mutual Funds Distributors Private Limited and Turtlemint Insurance Broking Services

Private Limited. The Company does not have any Joint Venture and Associate companies during the Year under review. The details of the subsidiary company are attached in form AOC-1 as Annexure III to this report.

l) Deposits:

During the Year under review, the Company did not hold any deposits at the beginning of the year, nor has it accepted any deposits from the members for the financial year ended March 31, 2025, within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

2) BO ARD OF DIRECTORS: a) Directors and Key Managerial Personnel:

During the Year under review, the board of the Company comprises as follows:

Sr. Name of Director	DIN
No.
1. Mr. Anand Rohidas Prabhudesai	07106615
2. Mr. Ravi Shankar Venkataraman Ganapathy Agraharam	02604007
3. Mr. Dhirendra Nalin Mahyavanshi	06652017

Appointment/Cessation: i. During the Year under review, Mr. Dhirendra Nalin Mahyavanshi was appointed as an additional director in the Company w.e.f.

February 18, 2025. ii. Further, during the Year under review, Mr. Nalinkumar Maganlal Mahyavanshi has resigned as a director in the Company w.e.f.

March 06, 2025.

P articulars of Directors proposed for re-appointment:

Mr. Aanand Rohidas Prabhudesai (DIN: 07106615), director in the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the Company.

Independent Directors:

The provisions of Section 149(4) and 149(6) of the Act pertaining to appointment and declaration by Independent Directors are not applicable to the Company.

b) Number of Board Meetings:

During the year under review, the board of directors of your Company duly met 7 times on June 14, 2024, July 05, 2024, September 13, 2024, September 13, 2024, November 16, 2024, February 18, 2025 and March 28, 2025. The attendance of the directors at the board meetings are as below:

Sr. Names of Directors	Attendance at the Board Meetings
No.	No. of Meetings which Directors are entitled to attend	No. of meetings attended
1. Mr. Anand Rohidas Prabhudesai	7	7
2. Mr. Nalinkumar Maganlal	6	6
Mahyavanshi
3. Mr. Ravi Shankar Venkataraman	1	1
Ganapathy Agraharam
4. Mr. Dhirendra Nalin Mahyavanshi	1	1

c) Opinion of the Board with regard to the integrity, expertise and experience of Independent Directors:

The provisions of Section 149(4) with respect to appointment of Independent Directors is not applicable to the Company, hence the Board is not required to give any opinion regarding the integrity, expertise and experience of Independent Directors.

d) F ormal annual evaluation by the board of its own performance and that committees and individual directors:

The Board shall prepare a framework to evaluate its own performance and that of its committees and individual directors.

3) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, the Company has not entered into arrangements/ transactions with related parties which would be considered material in terms of Section 188 of the Act. The particulars of contract or arrangements with related parties referred to in Section 188(1) of the Act for the Year under review are provided in form AOC-2 as enclosed in Annexure IV of this report.

4) DIREC TORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Act, your Directors confirm that: i) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures; i The directors had selected such accounting policies and applied them consistentlyi) and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the loss as mentioned in the financial statements of the Company for that period; iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) The directors had prepared the annual accounts on a going concern basis; v) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

5) IN TERNAL FINANCIAL CONTROLS AND AUDIT: of itsa) Internal Financial Controls and their Adequacy

The Company has in place adequate internal financial controls with reference to financial statements and such internal financial controls are adequate and operating effectively.

b) Risk Management Policy:

The Company adopted a Risk Management Policy to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving various risks associated with the business pursuant to Section 134(3)(n) of the Act, effective from August 02, 2022. Risk Management Policy establishes a structured and disciplined approach to risk management, in order to guide decisions on issues relating to identification, classification, assessment, mitigation, monitoring and reviewing of various risks concerning the Company. The Board of directors of the Company is ultimately responsible for the risk management process and focuses on the most significant risks that may affect the Company viz. Strategic, Operational, Reputational, Financial, and Legal & Compliance. At present, in the opinion of the board of directors, there are no risks which may threaten the existence of the Company.

c) Statutory Auditors:

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (firm registration number: 301003E/E300005) was appointed as statutory auditors for a period of five years commencing from the conclusion of 9th Annual General Meeting ("AGM") till the conclusion of 14th AGM i.e. from FY 2025 to 2029. Further, vide Notification dated May 07, 2018, the Ministry of Corporate Affairs has done away with requirement of seeking ratification of members for reappointment of auditors at every AGM.

d) Auditors Report:

During the Year under review, auditors report does not contain any qualifications, reservations or adverse remarks. The auditors report is enclosed with the financial statements in this annual report

e) Secretarial Audit:

The Company does not fall within purview of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and hence it is not required to appoint secretarial auditor and submission of secretarial audit report is also not applicable to the Company.

6) O THER DISCLOSURES:

1. Corporate Social Responsibility:

The provisions of section 135(1) of the Act are not applicable to the Company and hence it is not required to formulate a policy on corporate social responsibility.

2. Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo:

The details of energy, technology absorption, foreign exchange earnings and outgo are as under:

Sr. No. Particulars	Director\u2019s Reply or Feedback
1. Conservation of Energy:	The directors are glad to inform
Steps taken for conservation	that company is providing serious
Steps taken for utilizing alternate	attention towards conservation of
sources of energy	energy. It has continued to focus
Capital investment on energy	on various environment friendly
conservation equipment	measures.
2. Technology Absorption:	The range of activities of the
	Company requires minimum energy
	consumption and every endeavor has
	been made to ensure optimal use of
	energy, avoid wastage and conserve
	energy as far as possible.
The efforts made towards
technology absorption
The benefits derived like product
improvement, cost reduction,
product development or import
substitution
In case of imported technology	Not Applicable
(imported during the last three
years reckoned from the beginning
of the financial year):
\u2022 The details of technology Not Applicable
imported

Sr. Particulars	Director\u2019s Reply or Feedback
No.
\u2022 The year of import	Not Applicable
\u2022 Whether imported technology	Not Applicable
fully absorbed
\u2022 If not fully absorbed, areas	Not Applicable
where absorption has not
taken place, and the reasons
thereof; and
\u2022 The expenditure incurred Not Applicable on
Research and Development
3. Foreign Exchange Earnings/Outgo:
Earnings (In INR Mn)	18.82
Outgo (In INR Mn)	26.01

3. Particulars of Employees:

The disclosure to be made pertaining to names of top ten employees in terms of remuneration drawn as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

4. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, since the Company does not have a website, the requirement to upload Annual Return of the Company as of March 31, 2025, on the website shall not be applicable.

5. Material changes and commitment affecting the financial position of the

Company:

Subsequent to the year ended March 31, 2025, the material changes and commitment affecting the financial position of the Company are as follows: i. The authorised share capital of the Company has been changed from INR 1,72,85,296 (Indian Rupees One Crore Seventy Two Lakhs Eighty Five Thousand Two Hundred and Ninety Six) to 41,66,75,296 (Indian Rupees Forty

One Crore Sixty Six Lakh Seventy Five Thousand Two Hundred and Ninety Six) w.e.f. April 29, 2025. ii. The name of the Company has been changed from Fintech Blue Solutions Private Limited to Turtlemint Fintech Solutions Private Limited w.e.f. May 13, 2025, which was further amended to Turtlemint Fintech Solutions Limited w.e.f. June 05, 2025. iii. Conversion of company from Private Limited to Public Limited. iv. The branch office of the Company set-up at Dubai has been wound up and the same has been de-register from the records of the register of branches maintained by the registrar at Dubai Silicon Oasis. v The Turtlemint. Mutual Fund Distributors Private Limited, a wholly owned subsidiary ("WOS") has repaid the loan amount of INR 6,62,43,339 (Indian Rupees Six Cr Sixty Two lakhs Forty Three Thousand Three Hundred and Thirty Nine) on May 15, 2025 and further amount of INR 38,416 (Indian Rupees Thirty Eight Thousand Four Hundred and Sixteen) as full and final settlement of the loan as per the terms and conditions of the loan agreement dated April 14, 2020 and August 13, 2021.

There are no other material changes and commitments affecting the financial position of the Company which have occurred between the year ended on March 31, 2025 of the Company to which the financial statements relate and the date of the report.

6. Details of significant & material orders passed by the Regulators or Courts or

Tribunal:

During the Year under review, there is no significant material order passed by any regulators or courts or tribunals that could impact the going concern status and Companys operations in future.

7. Disclosures under Sexual Harassment of Women at Workplace (Prevention,

Prohibition & Redressal) Act, 2013:

The Company has in place a policy for prevention of sexual harassment and has constituted Internal Complaints Committee ("ICC") in accordance with the requirements of the Sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. The policy has guidelines against sexual harassment at workplace and a formal process for dealing with complaints of harassment or discrimination. During the Year under review, there is no change in the constitution of ICC and the details of complaints are as follows:

Sr.	Particulars	No. of
No.		Complaints
1.	Number of complaints of sexual harassment received	0
	in the Year
2.	Number of complaints disposed off during the Year	0
3.	Number of cases pending for more than ninety days.	0

The Company through its policy ensures that all such complaints are resolved within defined timelines.

8. Number of employees as on the closure of financial year:

Sr. No. Particulars	No. of Employees
1. Number of Female Employees	171
2. Number of Male Employees	801
3. Number of Transgender Employees.	0

9. Compliances with the provisions relating to Secretarial Standards:

The Company has devized proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

10. Compliances regarding Downstream Investment:

During the Year under review, the Company has made a downstream investment in Turtlemint Mutual Funds Distributors Private Limited. The Company has obtained a certificate from the statutory auditor under rule 23(6) of the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 regarding compliance of the rules with respect to the downstream investment made by the Company.

11. Applications under The Insolvency and Bankruptcy Code, 2016:

During the Year under review, there were no applications made by the Company or upon the Company under the Insolvency and Bankruptcy Code, 2016 and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 by or against the Company.

12. The details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons:

During the Year under review, there were no settlements made by the Company for any loan or borrowing taken from the Banks or Financial Institutions and hence no comment is required with regard to the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

13. Cost records and Cost audit:

The maintenance of cost records as specified by the Central Government under Section 148(1) of the Act, read with rules made thereunder, is not applicable on the Company. Accordingly, during the Year under review, the Company was not required to make any such accounts and records.

14. Vigil mechanism:

Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 regarding establishing a vigil mechanism is not applicable to the Company.

15. Reporting of frauds by auditors:

During the Year under review, the statutory auditor has not reported any instances of frauds committed in the Company by its officers or employees to the board of directors under Section 143(12) of Act, details of which needs to be mentioned in this report.

16. Company policy on directors appointments and remuneration:

The Company does not fall within the purview of Section 178 of the Act, and hence it is not required to have policy on directors appointment and remuneration as per Section 178(3) of the Act

17. Compliance with Maternity Benefit Act, 1961

During the Year under review, the Company confirms compliance with the Maternity Benefit Act, 1961.

18. Acknowledgment:

The directors take this opportunity to thank the employees, financial institutions, banks, regulatory authorities, shareholders and all the various stakeholders for their continued co-operation and support to the Company.

On behalf of the Board of Directors

For Turtlemint Fintech Solutions Limited

(formerly known as Turtlemint Fintech Solutions Private Limited and Fintech Blue Solutions Private Limited)

Anand Rohidas Prabhudesai	Dhirendra Nalin Mahyavanshi
Director	Director
DIN: 07106615	DIN: 06652017
Place: Mumbai
Date: June 16, 2025