General information about company |
| Scrip code | 544799 |
| NSE Symbol | TURTLEMINT |
| MSEI Symbol | NOTLISTED |
| ISIN | INE0OC301013 |
| Name of the entity | Turtlemint Fintech Solutions Limited |
| Date of start of financial year | 01-04-2026 |
| Date of end of financial year | 31-03-2027 |
| Reporting Quarter Type | Half Yearly |
| Date of Quarter Ending | 30-09-2026 |
| Type of company | Equity |
| Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? | Yes | |
| Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? | Yes |
| Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? | No | There were no instances of updates to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies as per Annexure I Part C of the SEBI Circular dated December 31, 2024 to be disclosed during the half year ended September 30, 2026. |
| Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? | No | There were no instances of updates to Disclosure of Imposition of Fine or Penalty as per Annexure I Part D of the SEBI Circular dated December 31, 2024 to be disclosed during the half year ended September 30, 2026. |
| Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? | Yes | |
| Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity? | No | There were no instances of updates to Disclosure of Disclosure of Loans/ Guarantees / Comfort Letters/ Securities Etc. as per Annexure I Part F of the SEBI Circular dated December 31, 2024 to be disclosed during the half year ended September 30, 2026. |
| Risk management committee | Not Applicable |
| Market Capitalisation as per immediate previous Financial Year | Any other |
| Is SCORE ID Available ? | Yes |
| SCORE Registration ID | comt00699 |
| Reason For No SCORE ID | |
| Type of Submission | Original |
| Remarks (website dissemination) | |
| Remarks for Exchange (not for Website Dissemination) | |
Annexure I |
Annexure I to be submitted by listed entity on quarterly basis |
I. Composition of Board of Directors |
| Disclosure of notes on composition of board of directors explanatory | |
| Whether the listed entity has a Regular Chairperson | Yes |
| Whether Chairperson is related to MD or CEO | Yes |
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth |
| 1 | Mr | Dhirendra Nalin Mahyavanshi | AIZPM1778L | 06652017 | Executive Director | Chairperson related to Promoter | CEO-MD | 01-12-1978 |
| 2 | Mr | Anand Rohidas Prabhudesai
| AQGPP4200R | 07106615 | Executive Director | Not Applicable | | 15-11-1975 |
| 3 | Mr | Dinanath Mohandas Dubhashi | AAEPD9649J | 03545900 | Non-Executive - Independent Director | Not Applicable | | 31-05-1966 |
| 4 | Mr | Alok Chandra Misra | ADLPM8219R | 01542028 | Non-Executive - Independent Director | Not Applicable | | 05-11-1966 |
| 5 | Mr | Anup Wadhawan | AANPW7055N | 03565167 | Non-Executive - Independent Director | Not Applicable | | 30-06-1961 |
| 6 | Ms | Mohua Sengupta | AZPPS4940M | 09092519 | Non-Executive - Independent Director | Not Applicable | | 24-01-1969 |
I. Composition of Board of Directors |
| Sr | Whether special resolution passed?
[Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of
cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & reg. 17A(2)] | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Reason for Cessation | Notes for not providing PAN | Notes for not providing DIN |
| 1 | NA | | 18-02-2025 | 12-07-2025 | | | 1 | 0 | 2 | 0 | | | |
| 2 | NA | | 07-04-2015 | 12-07-2025 | | | 1 | 0 | 1 | 0 | | | |
| 3 | NA | | 21-07-2025 | 21-07-2025 | | 14.1 | 1 | 1 | 2 | 1 | | | |
| 4 | NA | | 21-07-2025 | 21-07-2025 | | 14.1 | 4 | 3 | 7 | 5 | | | |
| 5 | NA | | 21-07-2025 | 21-07-2025 | | 14.1 | 4 | 4 | 6 | 3 | | | |
| 6 | NA | | 21-07-2025 | 21-07-2025 | | 14.1 | 1 | 1 | 0 | 0 | | | |
Annexure 1 |
Annexure 1 |
III. Meeting of Board of Directors |
| Disclosure of notes on meeting of board of directors explanatory | |
| Sr. No. | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present*
(All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | 28-05-2026 | | | | Yes | 6 | 4 | 3 |
| 2 | 03-06-2026 | | 5 | | Yes | 6 | 6 | 4 |
| 3 | 15-06-2026 | | 11 | The Company held two Board Meetings on June 15, 2026. Due to a validation constraint in the XBRL utility that does not permit entering two Board Meetings on the same date (displaying the validation error - Please enter a days gap between two meetings), only one of the meetings has been captured in the relevant XBRL field. The details of the other Board Meeting are provided below for disclosure purposes Date of Meeting - June 15, 2026 Whether quorum was present - Yes Total number of Directors - 6 Number of Directors present - 4 Number of Independent Directors attending the Meeting - 3 | Yes | 6 | 5 | 3 |
| 4 | 23-06-2026 | | 7 | | Yes | 6 | 4 | 3 |
| 5 | | 17-07-2026 | 23 | | Yes | 6 | 4 | 2 |
| 6 | | 14-08-2026 | 27 | | Yes | 6 | 6 | 4 |
| 7 | | 31-08-2026 | 16 | | Yes | 6 | 4 | 4 |
Annexure 1 |
IV. Meeting of Committees |
| Disclosure of notes on meeting of committees explanatory | |
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reason for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 21-05-2026 | | | | Yes | 4 | 4 | 3 | 0 |
| 2 | Audit Committee | 28-05-2026 | 6 | | | Yes | 4 | 3 | 3 | 0 |
| 3 | Audit Committee | 02-06-2026 | 4 | | | Yes | 4 | 4 | 3 | 0 |
| 4 | Audit Committee | 15-06-2026 | 12 | | | Yes | 4 | 4 | 3 | 0 |
| 5 | Audit Committee | 23-06-2026 | 7 | | | Yes | 4 | 3 | 2 | 0 |
| 6 | Audit Committee | 13-07-2026 | 19 | | | Yes | 4 | 3 | 2 | 0 |
Annexure 1 |
IV. Meeting of Committees |
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reason for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 7 | Audit Committee | 17-07-2026 | 3 | | | Yes | 4 | 3 | 2 | 0 |
| 8 | Audit Committee | 14-08-2026 | 27 | | | Yes | 4 | 4 | 3 | 0 |
| 9 | Audit Committee | 31-08-2026 | 16 | | | Yes | 4 | 3 | 3 | 0 |
| 10 | Nomination and remuneration committee | 15-04-2026 | | | | Yes | 4 | 3 | 3 | 0 |
| 11 | Nomination and remuneration committee | 13-07-2026 | 88 | | | Yes | 4 | 3 | 2 | 0 |
| 12 | Nomination and remuneration committee | 31-08-2026 | 48 | | | Yes | 4 | 3 | 3 | 0 |
| 13 | Risk Management Committee | 31-08-2026 | | | | Yes | 4 | 3 | 3 | 0 |
Annexure 1 |
V. Affirmations |
| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015
a. Audit Committee | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | Yes |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: | Textual Information(1) |
Affirmations on Compliance Requirements for AGM (applicable only for the first half-year filing i.e., 2nd quarter) |
I. Affirmations |
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report, BRSR & BRSR core, if applicable, displayed on website | 46(2) | Yes | |
| 2 | Presence of Chairperson of Audit Committee at the Annual General Meeting | 18(1)(d) | Yes | |
| 3 | Presence of Chairperson of the nomination and remuneration committee at the annual general meeting | 19(3) | Yes | |
| 4 | Presence of Chairperson of the Stakeholder Relationship committee at the annual general meeting | 20(3) | Yes | |
| 5 | Disclosure of the Secretarial Audit Report of the listed entity and the material subsidiaries in the Annual Report | 24A(1) | Yes | |
| 6 | Compliance with the conditions laid down for Secretarial Auditor or the person signing the Secretarial Compliance Report | 24A(1A), 24A(1B), 24A(1C) | Yes | |
| 7 | Submission of Annual Secretarial Compliance Report | 24A(2) | NA | |
| 8 | Whether “Corporate Governance Report” disclosed in Annual Report | 34(3) read with para C of Schedule V | Yes | |
| Any other information to be provided | Textual Information(1) |
Disclosure of Updates to Ongoing Tax Litigations or Disputes
The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below: |
| Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes | |
| Sr. No. | Name of the opposing party | Date of initiation of the litigation / dispute | Status of the litigation / dispute as per last disclosure | Current status of the litigation / dispute |
| 1 | Joint Commissioner, CGST &CX Thane Commissionerate | 15-06-2023 | The Directorate General of GST Intelligence has levied the penalty against the Company under section 122 (1) of the CGST Act, 2017 of Rs. 511.96 millions (as disclosed in financial statements for the year ended March 31, 2025). The Company has filed an appeal against the said penalty orders, regularly attended hearings and responded to the queries raised by the appellate authority. | For one of the matters, i.e. HDFC life, we have received an unfavorable order at the appellate level against which the company is in the process of filing the further appeal before the Goods and Services Tax Appellate Tribunal. The company has 3 months timeline for the same. |
| 2 | Office of the Assistant Commissioner of income tax, Central circle, Mumbai | 26-09-2024 | The Income Tax Department passed assessment orders under Sections 143(3) and 147 for FY 2017-18, 2019-20, 2020-21, 2021-22 and 2022-23, making ad hoc disallowances under Section 37 aggregating to INR 62.25 million. (as disclosed in financial statement for the year ended March 31, 2025). The disallowances were set off against brought-forward tax losses resulting in a nil tax demand. Penalty proceedings under Sections 270A and 271AAD have been initiated but are currently kept in abeyance, pending disposal of the Company’s appeals. | The Company has received notices for hearings for the appeals filed. |