DIRECTORS' REPORT

Your directors have pleasure in presenting their Eleventh 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 31,2026 ("the Year").

1. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS

a) Financial performance:

During the Year under review, performance of your Company was as under:

b) State of Company's Affairs and Future Outlook:

The Company reported consolidated net revenue of INR 10,983 Mn for the FY 2026
which was up by 66% as compared to the previous F.Y. The major revenue continues
to be arising from the distribution of financial products. The consolidated loss after
tax has reduced to INR 1,843 Mn for FY 2026, from INR 1,941 Mn for the FY 2025. For
further details, you may refer to the Management Discussion & Analysis Report which
forms part of this Annual Report.

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 31,2026.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations") is available on the Company’s website at https://cdn.
turtlemint.com/wp-content/uploads/202601 27125353/TFSL_Dividend-Distribution-
Policy.pdf

d) Amounts transferred to Reserves:

During the Year under review, the Company has not proposed to transfer any amounts
to reserve.

e) Particulars of Loan, Guarantees and Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Act are given in the notes to Financial Statements forming part of the Annual
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 Company’s
business.

g) Changes in Share Capital and Debt Structure of the Company, if any:

• Increase in authorized share capital:

During the Year under review, the authorized share capital of the Company has been
increased from INR 1,72,85,296 (Indian Rupees One Crore Seventy-Two lakhs Eighty-
Five Thousand Two Hundred and Ninety-Six) to INR 41,66,75,296 (Indian Rupees Forty-
One Crore Sixty-Six lakh Seventy-Five Thousand Two Hundred and Ninety-Six).

• Increase in paid-up share capital:

During the Year under review, the paid-up share capital of the Company has been
changed from INR 1,58,25,403 (Rupees One Crore Fifty-Eight lakh Twenty-Five
Thousand Four Hundred and Three) to INR 6,91,25,457 (Rupees Six Crore Ninety-One
lakh Twenty-Five Thousand Four Hundred and Fifty-Seven)

Debentures:

The Company at its Extraordinary General Meeting held on March 31,2026 vide special
resolution approve to create, offer, issue and allot up to 1000 (One Thousand) unlisted,
redeemable, secured, non-convertible debentures of face value of INR 10,00,000/-
(Rupees Ten lakhs Only) each, comprising Series D1 Debentures and Series D2
Debentures (collectively referred to as the "NCDs") on a private placement basis.

On April 16, 2026, the Company allotted 500 Series D1 unlisted, secured, redeemable
Non-Convertible Debentures (NCD) of face value of 10,00,000 per NCD to Trifecta
Venture Debt Fund - III.

i) Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated
under the Listing Regulations, is presented in a separate section, forming part of the
Annual Report.

) Employee Stock Options

The Company has formulated Turtlemint Fintech Solutions ESOP Scheme 2025 ("ESOP
Scheme").

In terms of Regulation 14 of the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, ("SEBI (SBEB) Regulations,
2021"), the applicable disclosures as stipulated under SEBI (Share Based Employee
Benefits) Regulations, 2014 are provided in 'Annexure - I ’ to this Report.

During the financial year, the Company allotted 6,47,733 equity shares pursuant to the
exercise of the Stock Options granted under the ESOP Scheme 2025.

ESOP Scheme was duly approved by the Members vide Special Resolution dated
December 03, 2025. As required, under SEBI (SBEB) Regulations, 2021, the Pre-IPO
ESOP Scheme 2025 will be modified and ratified by Special Resolution at the ensuing
Annual General Meeting (AGM)

The Company will obtain in-principle approval from the National Stock Exchange
of India Limited (NSE) and BSE Limited (BSE) post approval of shareholders at the
ensuing Annual General Meeting (AGM) for listing of upto a maximum of equity shares
of 8,181,681 INR each to be allotted to the employees of the Company under the
Turtlemint Fintech Solutions ESOP Scheme 2025 ('ESOP Scheme’) of the Company.

j) 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.

k) Disclosure regarding issue of Sweat Equity Shares:

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

l) Details of Subsidiary, Joint Venture or Associates:

The Company has wholly owned subsidiaries ("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 subsidiaries are attached in form AOC-1 as
Annexure - II to this report.

m) 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 31,2026, within the meaning of Section 73 of the Act and the Companies
(Acceptance of Deposits) Rules, 2014.

2. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:a) Directors and Key Managerial Personnel:

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

Appoint ment/Cessation:

Based on the recommendation and approval of the Board of Directors, Mr. Dinanath
Mohandas Dubhashi (DIN:03545900), Mr. Anup Wadhawan (DIN:03565167), Mr. Alok
Chandra Misra (DIN: 01542028) and Ms. Mohua Sengupta (DIN: 09092519) were
appointed as Additional Directors (Non-Executive, Independent Directors), subject to
the approval of the shareholders of the Company, for a term of 3 years commencing
from July 21, 2025 up to July 20, 2028 (both days inclusive), not liable to retire by

rotation. The appointment was subsequently approved by the shareholders of the
Company on August 14, 2025.

Mr. Ravi Shankar Venkataraman Ganapathy Agraharam (DIN: 02604007) resigned as
the Nominee Director of the Company effective from end of business hours on July 22,
2025.

• Key Managerial Personnel (KMPs)

In accordance with the provisions of Sections 2(51) and 203 of the Act, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
following are the Key Managerial Personnel of the Company:

Below were the changes in the Key Managerial Personnel during financial year 2025¬
2026:

Mr. Dhirendra Nalin Mahyavanshi (DIN: 06652017) was appointed as the Chairperson
of the Company and was further appointed as the Managing Director & CEO of the
Company for a term of five years with effect from July 12, 2025 to July 11,2030.

Mr. Anand Rohidas Prabhudesai (DIN:07106615) was appointed as the Whole-Time
Director designated as the Executive Director & Chief Operations Officer of the Company
for a term of five years with effect from July 12, 2025 to July 11,2030.

Mr. Badrinarayan Sanjeevi was appointed as the Chief Financial Officer of the Company
with effect from July 12, 2025.

Mr. Prashant Saini was appointed as Company Secretary & Compliance Officer with
effect from July 12, 2025.

Particulars of Directors proposed for re-appointment:

Mr. Dhirendra Nalin Mahyavanshi (DIN: 06652017), 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 Company has received declarations from each of the Independent Directors that
he/she meets the criteria of independence as laid out in Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations.

The Board of Directors is of the opinion that all the Independent Directors meet the
criteria regarding integrity, expertise, experience and proficiency.

In terms of Regulation 25(8) of Listing Regulations, all the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may
be reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external influence.

In the opinion of the Board, there has been no change in the circumstances affecting
their status as Independent Directors of the Company and the Independent Directors
are persons of high repute, integrity and possess relevant expertise and experience in
the respective fields. Further, in terms of Section 150 read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent
Directors of the Company have registered their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the Non-executive Directors of the Company had
no pecuniary relationship or transactions with the Company. Further, Independent
Directors had no pecuniary relationship or transactions with the Company, other than
Remuneration. Further, they are entitled to receive remuneration as per the provisions
of Section II of Part II of Schedule V of the Act for FY 2026.

The Independent Directors of the Company have provided declaration with respect to
compliance with the Code for Independent Directors prescribed in Schedule IV of the
Act and Code of Conduct for Directors and Senior Management Personnel as laid down
by the Company.

b) Number of Board Meetings:

During the year under review, the board of directors of your Company duly met 16
(Sixteen) times on April 23, 2025, May 06, 2025, May 17, 2025, June 16, 2025, July 12,
2025, July 21,2025, August 12, 2025, August 25, 2025, September 02, 2025, September
04, 2025(1), September 04, 2025(2), November 18, 2025, January 14, 2026, January
16, 2026, January 28, 2026 and March 26, 2026. The attendance of the directors at the
board meetings are as below:

c) Committees of Directors:

The Board Committees constitution is in acquiescence of provisions of the Companies
Act, 2013, read with the relevant rules made thereunder, SEBI Listing Regulations and
the Articles of Association of the Company. The Board has constituted the following
Committees of the Board of Directors of the Company:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

The details of all the above Committees along with their composition, terms of reference
and meetings held during the year are provided in Report on Corporate Governance
forming part of the Annual Report.

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

The Board has prepared 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 Financial Year 2025-26, all contracts/arrangements/ transactions entered
into by your Company with related parties were in compliance with the applicable
provisions of the Act. The Company has formulated a policy on dealing with related
party transactions, which is available on the website at https://cdn.turtlemint.com/wp-
content/uploads/20260127125443/TFSL_Related-Party-Transactions-Policy.pdf

The policy intends to ensure that proper reporting, approval and disclosure processes
are in place for all transactions between the Company and related parties.

Your attention is drawn to Note 41 of the Standalone Ffnancial statements which sets
out related party disclosures. All related party transactions entered in to by the Company
were in ordinary course of business and on arm’s length basis. No material related party
transactions were entered into by the Company during the year. Disclosures as required
under Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014
are given in Form AOC-2 as specified under Companies Act, 2013 which is annexed as
Annexure - III to this report.

4. DIRECTORS 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,
2026, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

ii) The directors had selected such accounting policies and applied them consistently
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, 2026
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. INTERNAL FINANCIAL CONTROLS AND AUDIT:

a) 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.

Further, in terms of section 138 of the Companies Act, 2013, the Company had appointed
M/s. PKF Sridhar & Santhanam LLP Chartered Accountants (Firm Registration Number:
003990S/S200018) as Internal Auditors of the Company for the financial year 2025¬
2026.

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, 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 2024-25 to FY 2028-29. Further, vide Notification dated May 07, 2018,
the Ministry of Corporate Affairs has done away with requirement to seek ratification of
members for reappointment of auditors at every AGM.

d) Statutory Auditors Report

The Statutory Auditors have given unmodified opinion on the audited financial
statements of the Company for the financial year ended March 31, 2026, which
forms part of the Annual Report. The Statutory Auditors have given no qualification,
reservation or adverse remark or disclaimer in its report. The Auditors of the Company
have not reported any fraud in terms of the second proviso to Section 143(12) of the
Companies Act, 2013.

e) Secretarial Audit:

Pursuant to the applicable provisions of the Companies Act, 2013 and the rules
made thereunder, the Company voluntarily obtained the Secretarial Audit Report
from M/s. Mehta and Mehta, Practicing Company Secretaries (Firm Registration No.:

P1996MH007500), in respect of the secretarial and corporate law compliances of the
Company.

The Secretarial Audit Report in Form MR-3, as submitted by M/s. Mehta and Mehta, is
annexed to this Report as Annexure - V.

The Secretarial Audit Report does not contain any observation, qualification, reservation,
adverse remark or disclaimer requiring any explanation or comment from the Directors.

6. OTHER 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:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy,
technology absorption and foreign exchange earnings and outgo are set out below.

A. CONSERVATION OF ENERGY

In view of the nature of the Company’s business activities, being that of a
technology-driven insurance distribution platform and not a manufacturing entity,
the disclosures relating to conservation of energy as required under Rule 8(3)
(A) of the Companies (Accounts) Rules, 2014 (namely, steps taken/impact on
conservation of energy, steps taken for utilizing alternate sources of energy, and
capital investment on energy conservation equipment) are not applicable to the
Company.

Notwithstanding the above, the Company, being a responsible corporate citizen,
remains conscious of its energy footprint and has voluntarily adopted the following
measures across its offices and technology operations during the year under
review:

(i) Technology Infrastructure

• The Company’s core technology platform and applications are hosted
on cloud infrastructure (rather than on-premise data centres/servers),
thereby avoiding the energy consumption, cooling load, and physical
infrastructure footprint associated with maintaining in-house server
rooms.

• Elastic/on-demand cloud compute resources are used, which are
scaled up or down based on actual usage, avoiding continuous energy
draw from idle server capacity.

(ii) Paperless and Digital-First Operations

• Digital Partners (DPs) onboarding processes are conducted digitally,
substantially reducing paper consumption and the associated energy
and resource costs of printing, storage, and physical document handling.

• I nternal approvals, board and committee papers, and record-keeping
are largely maintained in electronic form, reducing reliance on printed
documentation.

(iii) Office and Workplace Practices

• The Company follows a hybrid/flexible working policy for a part of its
workforce, which reduces overall office occupancy, commuting-related
energy consumption, and associated office utility load.

• Energy-efficient LED lighting has been installed across the Company’s
offices in place of conventional lighting fixtures.

• Air-conditioning and lighting systems in office premises are optimized
for occupancy hours, with automatic shutdown/timer-based controls
used to avoid energy wastage during non-business hours.

• Employees are sensitized through internal communication to adopt
energy-conscious practices, such as switching off equipment, lighting,
and air-conditioning when not in use.

Steps Taken for Utilising Alternate Sources of Energy

Given that the Company’s operations are not energy-intensive, no specific
steps have been taken during the year to utilize alternate sources of energy,
beyond the measures listed above.

Capital Investment on Energy Conservation Equipment

There has been no material capital investment on energy conservation
equipment during the year under review, as the Company’s business does
not involve energy-intensive manufacturing or production processes.

B. TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption

The Company continues to invest in and strengthen its proprietary technology
platform used for insurance distribution, policy servicing, and claims
facilitation. During the year, the Company undertook initiatives to enhance
platform scalability, strengthen data security and cybersecurity controls, and
improve the digital experience for its Digital Partners (DPs) and customers,
including through automation of manual processes and enhancement of its
mobile and web applications.

(ii) Benefits derived from technology improvement, cost reduction, new
technological development, and import substitution

The technology initiatives undertaken by the Company have resulted in
improved operational efficiency, reduced turnaround time in policy issuance
and claims processing, enhanced customer and partner experience, and
better data-driven decision-making for risk assessment and compliance
monitoring.

(iii) In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year)

• Details of technology imported: Not Applicable

• Year of import: Not Applicable

• Whether the technology has been fully absorbed: Not Applicable

• Areas where absorption has not taken place, and reasons therefore: Not
Applicable

(iv) Expenditure incurred on Research and Development

The Company does not maintain a separate Research and Development
department; however, expenditure on technology development and platform
enhancement is incurred as part of the Company’s ordinary technology and
product development costs, details of which are reflected in the financial
statements.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange outgo during the year under review in terms of actual outflows
was INR 58.48 Mn and the foreign earning during the year under review was INR 20.61
Mn.

3. PARTICULARS OF EMPLOYEES:

The statement containing remuneration details as required under Section 197(12)
of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, ("Rules") is provided in Annexure - IV to this report.

The information required under Rule 5(2) and (3) of the Rules, is provided as a separate
annexure forming part of this report. However, the report is being sent to the members of
the Company excluding the statement of particulars of employees under Rule 5(2) and
(3) of the Rules. Any member interested in obtaining a copy of the same may write to
the Company Secretary & Compliance Officer of the Company at companysecretary@
turtlemint.com. The same is also open for inspection at the registered office of the
Company. Further, none of the employees listed in the said Annexure are related to any
Director of the Company.

4. ANNUAL RETURN:

Pursuant to Sections 92(3) and 134(3)(a) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return is available on
Company’s website at https://www.turtlemint.com/investor-relations/turtlemint-
fintech-solutions/financials/annual-return/

5. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

Subsequent to the year ended March 31,2026, the material changes and commitment
affecting the financial position of the Company are as follows:

i. 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.

ii. Conversion of company from Private Limited to Public Limited.

The Company got its equity shares listed on the National Stock Exchange of India
Limited (NSE) and BSE Limited (BSE) on June 29, 2026. However, as on March
31, 2026, the Corporate Identification Number (CIN) of the Company appearing
on the MCA portal reflected the status of an "Unlisted Public Company" with the
prefix "U". The Company subsequently filed a Change Request Form ("CRF") with
the Registrar of Companies, Mumbai, which was approved on August 15, 2026
pursuant to which the status of the Company was updated to "Listed" and the CIN
prefix was changed from "U" to "L".

iii. The Company, pursuant to a Special Resolution passed at its Extraordinary
General Meeting held on March 31, 2026, approved the issuance of up to 1,000
unlisted, secured, redeemable NCDs of INR 10 Lakhs each on a private placement
basis. Accordingly, on April 16, 2026, the Company allotted 500 Series D1 NCDs to
Trifecta Venture Debt Fund - III, aggregating to INR 500 Mn.

There are no other material changes and commitments affecting the financial position
of the Company which have occurred between the year ended on March 31,2026 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
Company’s 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.
Additionally, the Company has complied with the requirements for constituting the
Internal Committee ('ICC’) as mandated by the Act. The details of complaints for the
year under review are as follows:

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:

9. COMPLIANCES WITH THE PROVISIONS RELATING TO SECRETARIAL
STANDARDS:

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

10. CORPORATE GOVERNANCE

As per Regulation 34 and Schedule V(C) to the SEBI Listing Regulations, the Corporate
Governance Report is annexed as Annexure - VI to this report.

11. COMPLIANCES REGARDING DOWNSTREAM INVESTMENT:

During the Year under review, the Company has made a downstream investment in
Turtlemint Insurance Broking Services 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.

12. 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.

13. 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.

14. 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.

15. VIGIL MECHANISM:

Your Company has implemented a Whistle-Blower policy in line with Section 177(9)
& (10) of the Act, read with Rule 7 of Companies (Meetings of Board and its Powers)
Rules, 2014, for its employees and stakeholders to raise and report genuine concern(s)
regarding unethical behaviour, actual or suspected fraud, violation of Company’s
policies or applicable laws. The Whistle Blower Policy is available on the website of
the Company at https://cdn.turtlemint.com/wp-content/uploads/20260127125452/
TFSL_Vigil-Mechanism-Whistle-Blower-Policy.pdf

The Company, as a policy, condemns any kind of discrimination, harassment,
victimization, or any other unfair employment practice being adopted against whistle
blowers and provides adequate safeguard measures. It also provides direct access to
the Chairperson of the Audit Committee to raise concerns.

16. 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.

17. COMPANY POLICY ON DIRECTORS’ APPOINTMENTS AND REMUNERATION:

The Company’s policy on Directors’ appointment and remuneration and other matters
provided in Section 178(3) of the Act, is available on the website of the Company at
https://cdn.turtlemint.com/wp-content/uploads/202601 271 25405/TFSL_
Nomination-and-Renumeration-Policy.pdf

We affirm that the remuneration paid to the Directors is as per the terms laid out in the
Nomination and Remuneration Policy of the Company.

18. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

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

19. ACKNOWLEDGMENT:

The Board welcomes its new members who have come on board pursuant to initial public issue of the Company. The Board also expresses its sincere appreciation to the various
Government/Regulatory authorities, Company’s valued customers, suppliers, vendors and bankers for their continued co-operation, trust and support. Further, the Board conveys its
gratitude to the Company’s Founders, members and other stakeholders for their continued support. The Board also expresses its deep sense of appreciation and acknowledgement to
all the employees, for their professional commitment and dedication in furthering Company’s objectives.

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)

Sd/- Sd/-

Anand Rohidas Prabhudesai Dhirendra Nalin Mahyavanshi

Executive Director & COO CMD & CEO

DIN: 07106615 DIN: 06652017

Place: San Francisco Place: Washington, D.C

Date: August 31,2026