NSEOutcome of Board Meeting1d ago · 31 Aug 2026, 07:13 pm

Outcome of Board Meeting

Turtlemint Fintech Solutions Limited · TURTLEMINT

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Turtlemint Fintech Solutions Limited has announced the appointment of M/s. SG & Associates as the Secretarial Auditors for a term of five consecutive years, subject to shareholder approval. The company has also ratified and modified its Employees Stock Option Scheme 2025 and extended its benefits to group companies. The 11th Annual General Meeting will be held on September 24, 2026, through video conferencing.

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Pursuant to the provisions of Regulations 30 read with Para A and B of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ), we would like to inform you that the Board of Directors of the Company at their meeting held today i.e., Monday, August 31, 2026, which commenced at 4:15 P.M. (IST) and concluded at 4:24 P.M. (IST), have inter alia, has considered and approved the following:1. Appointment of M/s. SG & Associates, Practicing Company Secretaries (Peer Review Certificate No. 7492/2025), as the Secretarial Auditors of the Company, based on the recommendation of the Audit Committee, for a term of five consecutive years commencing from the financial year 2026-27 till the end of the financial year 2030-31, along with the fixation of remuneration, subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting.2. Ratification and modification of Turtlemint Fintech Solutions Limited Employees Stock Option Scheme - 2025 ( Turtlemint Fintech Solutions ESOP Scheme 2025 ) subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting.3. Extension of benefits of the amended Turtlemint Fintech Solutions ESOP Scheme 2025 to the eligible employees of the Company s group companies, including subsidiary companies and associate companies, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting.4. Notice for convening the 11th Annual General Meeting ('AGM') of the Company to be held on Thursday, September 24, 2026, at 4:00 PM (IST) through Video Conferencing ('VC') or Other Audio Visual Means (OAVM"). The Ministry of Corporate Affairs and the Securities and Exchange Board of India vide their relevant circulars has allowed holding the Annual General Meetings through VC/ OAVM.

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August 31, 2026 To, To The Manager The Manager, Listing Department Listing Department BSE Limited (“BSE”) National Stock Exchange of India Phiroze Jeejeebhoy Towers, Limited (“NSE”) Dalal Street, Fort Exchange Plaza, Plot No. C/1, G Block, Mumbai 400 001 Bandra-Kurla Complex, Bandra (East), Mumbai-400 051 BSE Scrip Code: 544799 NSE Symbol: TURTLEMINT ISIN: INE0OC301013 Sub: Outcome of the Board Meeting of the Company held today i.e. Monday, August 31, 2026. Dear Sir/Ma’am, Pursuant to the provisions of Regulations 30 read with Para A and B of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we would like to inform you that the Board of Directors of the Company at their meeting held today i.e., Monday, August 31, 2026, which commenced at 4:15 P.M. (IST) and concluded at 4:24 P.M. (IST), have inter alia, has considered and approved the following: 1. Appointment of M/s. SG & Associates, Practicing Company Secretaries (Peer Review Certificate No. 7492/2025), as the Secretarial Auditors of the Company, based on the recommendation of the Audit Committee, for a term of five consecutive years commencing from the financial year 2026-27 till the end of the financial year 2030-31, along with the fixation of remuneration, subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting. 2. Ratification and modification of “Turtlemint Fintech Solutions Limited Employees Stock Option Scheme - 2025” (“Turtlemint Fintech Solutions ESOP Scheme 2025”) subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting. 3. Extension of benefits of the amended Turtlemint Fintech Solutions ESOP Scheme 2025 to the eligible employees of the Company’s group companies, including subsidiary companies and associate companies, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting. Turtlemint Fintech Solutions Limited (formerly known as Turtlemint Fintech Solutions Private Limited and Fintech Blue Solutions Private Limited) Registered Office: The ORB Sahar, 4 and 4A, 1st Floor, A wing, Marol Village, Andheri East, Mumbai 400 099, Maharashtra, India CIN: L74999MH2015PLC263315 | Email: companysecretary@turtlemint.com | Website: www.turtlemint.com | Contact No.: 022- 68387400 4. Notice for convening the 11th Annual General Meeting ('AGM') of the Company to be held on Thursday, September 24, 2026, at 4:00 PM (IST) through Video Conferencing ('VC') or Other Audio Visual Means (OAVM"). The Ministry of Corporate Affairs and the Securities and Exchange Board of India vide their relevant circulars has allowed holding the Annual General Meetings through VC/ OAVM. Further note that Annual Report of the Company along with the Notice of the AGM and the manner of attending the AGM and casting votes by shareholders shall be shared with the Stock Exchanges and the Members in due course. The requisite disclosure pursuant to Regulation 30 of the SEBI Listing Regulations and in terms of SEBI circular SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 with respect to Item No. 1, 2 and 3 are enclosed herewith as Annexure I, II and III respectively. We request you to take the above information on record. Yours Faithfully, Thanking You, For Turtlemint Fintech Solutions Limited (Formerly known as Turtlemint Fintech Solutions Private Limited and Fintech Blue Solutions Private Limited) Prashant Saini Company Secretary & Compliance Officer Membership No: A23769 Encl: As above Turtlemint Fintech Solutions Limited (formerly known as Turtlemint Fintech Solutions Private Limited and Fintech Blue Solutions Private Limited) Registered Office: The ORB Sahar, 4 and 4A, 1st Floor, A wing, Marol Village, Andheri East, Mumbai 400 099, Maharashtra, India CIN: L74999MH2015PLC263315 | Email: companysecretary@turtlemint.com | Website: www.turtlemint.com | Contact No.: 022- 68387400 Annexure I Appointment of Secretarial Auditors of the Company Details pertaining to SEBI circular no. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026: Sr. No. Particulars Details 1. Reasons for change viz., appointment, Appointment resignation, removal, death or otherwise 2. Date and term of Appointment The Board has approved the appointment of M/s. SG and Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company subject to approval of the shareholders of the Company for a term of five consecutive years from the financial year 2026-27 till the financial year 2030-31 at its meeting held on August 31, 2026. 3. Brief Profile (in case of appointment) M/s. SG and Associates, Practicing Company Secretaries, is a peer reviewed firm based in Mumbai, established by Mr. Suhas Sadanand Ganpule as “SG and Associates” in a form of a sole proprietorship. SG and Associates is a full services corporate law advisory firm with an excellent track record in the field of Corporate laws, Securities Law, Foreign Exchange Management Laws and Tax Laws. The firm undertakes Secretarial Audits, Board Process Audits, Corporate Governance Audits, Mergers and Acquisitions, Corporate Actions and Transaction based Due Diligence Audits for clients across various sectors. His professional experience includes advising on corporate and secretarial matters, Companies Act and SEBI regulations, FEMA, corporate restructuring, mergers and acquisitions, due diligence, capital market transactions, ESOPs, corporate finance, insolvency and valuation matters. He has also appeared before various statutory Turtlemint Fintech Solutions Limited (formerly known as Turtlemint Fintech Solutions Private Limited and Fintech Blue Solutions Private Limited) Registered Office: The ORB Sahar, 4 and 4A, 1st Floor, A wing, Marol Village, Andheri East, Mumbai 400 099, Maharashtra, India CIN: L74999MH2015PLC263315 | Email: companysecretary@turtlemint.com | Website: www.turtlemint.com | Contact No.: 022- 68387400 and regulatory authorities, including the NCLT and SEBI. 4. Disclosure of relationships between the Not Applicable Directors (in case of appointment) Turtlemint Fintech Solutions Limited (formerly known as Turtlemint Fintech Solutions Private Limited and Fintech Blue Solutions Private Limited) Registered Office: The ORB Sahar, 4 and 4A, 1st Floor, A wing, Marol Village, Andheri East, Mumbai 400 099, Maharashtra, India CIN: L74999MH2015PLC263315 | Email: companysecretary@turtlemint.com | Website: www.turtlemint.com | Contact No.: 022- 68387400 Annexure II Details of modification of existing clauses of “Turtlemint Fintech Solutions ESOP Scheme 2025” Sr. Clause Existing Clause Amended / Revised Clause 1. Definition of “‘Agreement’ means the Shareholders Definition deleted in its entirety. “Agreement” Agreement dated Series E SHA date executed between the Company, Promoters and investors and all amendments agreements thereto.” 2. Definition of “Eligible “‘Eligible Employee’ means All the “Eligible Employee” means all the Employee” Eligible Employees, who are selected by Employees of the Company and its the Committee through a selection Subsidiaries as defined process based on their performance, hereinbelow who are eligible to grade, their potential contribution to participate in the Scheme. the growth of the Company and other factors, shall be eligible to participate in this ESOS. The Committee shall Grant Options to the Eligible Employees as decided by the Board of Directors.” 3. New definition — Not separately defined. Exercise Window’ means a period “Exercise Window” as may be decided by the Company, during which vested options can be exercised within the overall Exercise Period. Operational effectiveness 4. Definition of Founders shall include following Definition deleted in its entirety. “Founders” persons: a. Mr. Dhirendra Mahyavanshi, b. Mr. Anand Prabhudesai. 5. New definition — Not separately defined. ‘Subsid [Showing first 8,000 characters — download PDF for full document]