Turtlemint Fintech Solutions Ltd. IPO

Turtlemint Fintech Solutions 

• Turtlemint Fintech Solutions is coming out with a 100% book building; initial public offering (IPO) of 6,04,85,318 shares of face value Rs 1 each in a price band Rs 144-152 per equity share. 
• Not more than 75% of the issue will be allocated to Qualified Institutional Buyers (QIBs), including 5% to the mutual funds. Further, not less than 15% of the issue will be available for the non-institutional bidders and the remaining 10% for the retail investors.
• The issue will open for subscription on June 19, 2026 and will close on June 23, 2026.
• The shares will be listed on BSE as well as NSE.
• The face value of the share is Rs 1 and is priced 144 times of its face value on the lower side and 152 times on the higher side.
• Book running lead managers to the issue are ICICI Securities, Jefferies India, JM Financial and Motilal Oswal Investment Advisors.
• Compliance officer for the issue is Prashant Saini.

Profile of the company

The company is a tech-enabled insurance distribution platform that connects customers, insurance advisors and insurers. It has onboarded and empowered a large and geographically diversified base of Digital Partners, including point-of-sale persons (PoSP), who have completed the mandatory training, enabling them to obtain the requisite certification to distribute insurance products in accordance with applicable IRDAI regulations. 

The company’s 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 its technology platform combined with ‘on-the-ground’ Digital Partners creates a seamless offering to effectively serve customers within their communities.

Further, the company has 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. The company’s AI-driven tools are designed to facilitate more personalized advice, accelerate issue resolution and improve service delivery, particularly in underserved markets in India.

Proceed is being used for:

• Expenditure towards cloud and server related infrastructure of the company
• Salary expenditure towards the technology and product development teams of the company
• Expenditure towards marketing initiatives by the company 
• Expenditure towards lease payments for existing properties of the Company and its wholly owned Subsidiary, TIB
• Investment in its wholly owned Subsidiary, TIB, for funding its working capital requirements
• Funding inorganic growth through unidentified acquisitions and strategic initiatives and general corporate purposes

Industry overview

India’s underpenetrated insurance sector is set for strong growth across life and non-life segments. Motor and health insurance are among the fastest-growing segments in India's non-life insurance market, driven by regulatory mandates, rising healthcare costs, and digital adoption. Motor insurance is expanding rapidly driven by increasing vehicle ownership, regulatory compliance, and growing adoption of digital insurance platforms. Health insurance is witnessing substantial growth as rising medical inflation, changing disease patterns, and increased awareness post COVID fuel demand. The life insurance market in India is evolving, driven by rising financial awareness, growing adoption of digital-first distribution models and supportive regulatory interventions.

India’s insurance penetration remains well below that of developed economies, with Gross Written Premium (GWP) as a percentage of GDP standing only around 3.7% as of CY2024. With life insurance at around 2.7% and non-life at around 1.0%, compared to the global average of approximately 3.0% for life and approximately 4.3% for non-life. Mature markets such as the United States and the United Kingdom reported significantly higher penetration levels of around 12.1% and around 11.8%, respectively in CY2024, signalling room for growth. India’s insurance penetration is projected to exceed 4% by Fiscal 2030P, driven by increasing awareness and growing adoption of insurance products.

India's insurance sector is undergoing a major transformation, driven by digital innovation, broader distribution channels, and strategic partnerships across industries. These changes are helping insurers reach new customer segments, improve conversions, and fundamentally reshape how insurance products are marketed, sold, and serviced. India’s insurance sector has undergone a significant digital transformation, steadily evolving from foundational IT systems with limited services in the early 2000s to fully integrated digital ecosystems today with the help of government backed initiatives such as Aadhaar-based e-KYC, e-signatures, and UPI-powered payments increasing accessibility. These digital tools have not only simplified customer onboarding but have also made policy issuance almost entirely paperless - greatly improving accessibility and streamlining both acquisition and servicing processes across the insurance value chain.

Pros and strengths

Diversified and granular Digital Partner network enabled by tech-driven training: Its seamless, tech-driven recruitment, onboarding, training processes and strategic development of a comprehensive physical branch network (81 branches as of December 31, 2025) have enabled to build a highly diversified and granular base of Digital Partners, consistently attracting both new entrants and experienced individuals. Its Digital Partners primarily operate as retail distributors, engaging directly with end customers rather than through local aggregators. This retail orientation is supported by its platform’s design, which prioritizes ease of use, flexibility and direct customer engagement. Its Digital Partners are typically individuals seeking flexible, part-time or gig-based opportunities. It is committed to empowering these granular and diversified Digital Partners by offering multiple product choices, transparent and consistent payouts structures, and a comprehensive suite of digital tools.

Long-term partnerships with multiple insurer partners: The company has maintained long-term partnerships with 45 Insurer Partners. Its collaborative relationships with Insurer Partners create mutually beneficial growth opportunities. Its Digital Partner network enables Insurer Partners to access low-cost distribution channels and reach underserved markets, resulting in mutually beneficial and capital-efficient partnerships. The company has demonstrated the strength of such partnerships by consistently driving scale for its Insurer Partners. In Fiscal 2025, 12 Insurer Partners each underwrote premiums more than Rs 100 crore through its platform. Its platform is also highly diversified in terms of Insurer Partners. It is associated with 45 Insurer Partners, allowing its Digital Partners to offer customers a broad and unbiased selection of insurance brands and products tailored to their individual needs.

Consistently strong earnings and high digital partner retention drive favourable unit economics and operating leverage: The company has established a business model characterized by consistently strong earnings and high retention rates among its Digital Partners, resulting in favourable unit economics. Its tech-driven approach to Digital Partner engagement and internal processes has enabled to achieve significant operating leverage on fixed costs. Technology enhances transparency for PoSPs regarding payout details and streamlines the payout process, ensuring timely and reliable payments, which are critical to PoSPs. The company is also focused on enhancing repeatability in its business by prioritizing renewals as a key function. It dedicates significant resources to ensure that the renewal process is seamless and convenient for customers. It employs targeted renewal outreach and utilizes various tools to facilitate and encourage online renewals. Renewal reminders are sent to customers through WhatsApp and text messages prior to policy expiration. Upcoming renewals are also displayed to Digital Partners through the TurtlemintPro app and to relationship managers through the Ninja SalesPro app, enabling timely follow-ups and support. 

Self-reinforcing flywheels driving strong network and learning effects: The company’s platform is structured around a dynamic, self-reinforcing ecosystem that leverages multiple flywheels to drive sustained growth, engagement and value creation for all ecosystem participants, including customers, Digital Partners and Insurer Partners. These flywheels are underpinned by two primary mechanisms: network effects and learning effects, each of which contributes to the scalability, resilience and long-term growth of its business model.

Risks and concerns

Revenue heavily reliant on general insurance: The company derives a significant portion of its revenue from general insurance companies, primarily arising from the sale of motor insurance products. Revenue from general insurance companies contributed 93.27% and 87.20% of its revenue from operations in the nine-month periods ended December 31, 2025 and December 31, 2024, respectively, and 88.21%, 79.35%, and 71.07% of its pro forma revenue from operations in Fiscal 2025, Fiscal 2024, and Fiscal 2023, respectively. The growth in sales of general insurance products, particularly motor insurance, has historically been driven by increasing customer demand for motor vehicles in India. However, there can be no assurance that this trend will continue. Any slowdown in the growth of the motor vehicle market, changes in customer preferences, or adverse changes in government policies could negatively impact the demand for motor insurance products.

Top 10 insurer partners contribute majority of revenue: Its platform depends on its Insurer Partners’ insurance products. It generates majority of its revenues from its top Insurer Partners (Its top 10 Insurer Partners contributed to 72.47% and 65.91%, of its revenue from operations in the nine months period ended December 31, 2025 and December 31, 2024, respectively, and its top 10 Insurer Partners in Fiscal 2025 contributed to 68.98%, 58.57% and 60.21% of its proforma revenue from operations in Fiscals 2025, 2024 and 2023, respectively). If it fails to sustain relationships with its Insurer Partners, its business, prospects, financial condition, results of operations and cash flows could be adversely affected.

Failure to retain Digital Partners may impact business growth: The company depends heavily on its Digital Partners and incur significant costs in recruiting, activating, managing and retaining them. Its success significantly depends on its ability to maintain and increase its network of Digital Partners, which includes point of sale person (PoSP), on its platform. Digital Partners are central to its business model, acting as trusted advisors who bridge the gap between customers, Insurer Partners and other financial service providers. Cost of acquiring and retaining Digital Partners accounted for 77.45% and 67.50% of its total expenses in the nine months period ended December 31, 2025 and December 31, 2024, respectively, and 69.98%, 66.61% and 69.59% of its proforma total expenses in Fiscals 2025, 2024 and 2023, respectively. These costs primarily include commission payments, marketing service fees, referral fees paid to Digital Partners, and salaries for its frontline employees who are responsible for recruiting, onboarding and enhancing the productivity of its Digital Partners. Attracting, managing and retaining Digital Partners is critical to its business, and failure to do so in a cost-effective way may have an adverse effect on its business, prospects, financial condition, results of operations and cash flow.

Dependent on ‘Turtlemint’ brand: The company is dependent on the ‘Turtlemint’ brand. Maintaining and enhancing its brand, ‘Turtlemint’, reputation and quality standards and reliability of its platform is crucial for its competitiveness. This involves, amongst others, offering innovative and relevant insurance and financial products to its Digital Partners to offer their customers, ensuring customer satisfaction, increasing brand awareness through marketing and maintaining reliable platform and technology infrastructure. If it is unable to maintain its reputation, enhance its brand recognition or increase positive awareness of its platform, products and services, it may be difficult to retain or grow its market base, and its business and growth prospects may be materially and adversely affected.

Outlook

Turtlemint Fintech Solutions, together with its wholly owned Subsidiaries, is engaged in the business of providing information technology and business support services, advertising and marketing services and distribution of mutual funds. It also undertakes the business of direct broking of insurance policies mainly in retail segment like motor, health and life. It currently owns the 'TurtlemintPro' application which is used to promote various services. On the concern side, its business operations are heavily reliant on the seamless functioning of its online platform and technology infrastructure. Any failure to maintain the satisfactory performance of, or any disruption to, its online platform and technology infrastructure or inability to keep pace with technological developments could materially and adversely affect its business, reputation, financial condition, results of operations and cash flows. Further, its inability to compete effectively in the highly competitive insurance distribution industry could adversely affecting its business, financial condition, results of operations and cash flows.

The issue has been offering 6,04,85,318 shares in a price band of Rs 144-152 per equity share. The aggregate size of the offer is around Rs 870.99 crore to Rs 919.38 crore based on lower and upper price band respectively. Minimum application is to be made for 98 shares and in multiples thereon, thereafter. On performance front, the company’s total income significantly increased by 481.94% from Rs 119.12 crore  in Fiscal 2024 to Rs 693.21 crore in Fiscal 2025.The company reported net loss of Rs 194.11 crore in Fiscal 2025, compared to net loss of Rs 193.35 crore in Fiscal 2024.

Meanwhile, the company intends to continue investing in the advancement of its technology infrastructure and data analytics capabilities, which are central to delivering value to its customers, Digital Partners and Insurer Partners. Its ongoing investments are focused on enhancing the functionality, scalability and reliability of its platform to provide seamless, efficient and personalized experience for all its ecosystem participants. It is committed to driving innovation through the adoption of advanced AI-powered solutions. These initiatives are designed to enhance Digital Partner productivity by providing real-time access to comprehensive product knowledge, specifications and collateral, tailored to the unique needs of each customer. It aims to develop AI-powered co-pilot solutions that will empower Digital Partners to deliver more personalized and effective advice, increasing throughput and enabling greater focus on customer engagement.

According to the data released by the NSE, the Foreign Institutional Investors (FIIs) were net buyers of Rs 3939.04 crore in index futures and options segments, as per Monday’s data, June 22, 2026.

FIIs were net buyers of index futures to the tune of Rs 598.14 crore and net buyers of index options worth Rs 3340.90 crore. In the stock segment, FII’s were net sellers of stock futures worth Rs 1425.63 crore and they sold stock options worth Rs 233.30 crore.

Futures & Options (F&O) total turnover stood at Rs 1,65,12,906.79 crore on June 22 and the total number of contracts traded on the day were 11,05,01,786.

Of the total turnover, Index Futures contributed Rs 11,352.30 crore, Stock Futures Rs 80,869.19 crore and Index Options Rs 1,58,70,860.31 crore, while the contribution of the Stock Options was of Rs 5,49,824.99 crore.

For the day, the total F&O Put Call ratio stood at 0.90, while the Index Options Put Call ratio was 0.95 and that of Stock Options was 0.47.

Pursuant to Regulation 30 read with Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), Game Changers Texfab has informed that based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company in its meeting held on June 22, 2026 has appointed Divya Gaur (M. No.: A47360) as Company Secretary (CS) & Compliance officer (CO) and designated as Key Managerial Personnel of the Company in accordance with Section 203 of the Companies Act 2013 and Regulation 6(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details with respect to Change in Key Managerial Personnel (Appointment of Company Secretary and Compliance Officer) as required under Regulation 30 read with Part A of Schedule III of the SEBI Listing Regulations and SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated July 11 2023 (updated on January 30, 2026) are given in the enclosed Annexure I. The Board Meeting start at 4.00 PM and concluded at 4:30 PM.

Pursuant to Regulation 29 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mphasis has informed that a meeting of Board of Directors of the Company is scheduled to be held on Thursday, July 23, 2026, to consider and approve the audited standalone and consolidated financial results of the Company for the quarter ended June 30, 2026 and take on record the Auditor’s Report thereon. Further, pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, and the Company's Code of Conduct for Prevention of Insider Trading, the trading window for dealing in securities of the Company will be closed from Tuesday, June 23, 2026, to Saturday, July 25, 2026 (both days inclusive). The trading window will open on Sunday, July 26, 2026. The company has informed that it will organize an Earnings Conference Call for Investors and Analysts on Friday, July 24, 2026, at 8:30 AM Indian Standard Time. The details of the call will be communicated in due course and will also be published on the Company’s website. The intimation is also available on the website of the Company at www.mphasis.com.

The above information is a part of company’s filings submitted to BSE.