Dear Member(s),
The Board of Directors hereby submits the Report of the business and
operations of Affle 3i Limited (formerly known as Affle (India) Limited)
("Affle" or the "Company"), along with the audited financial
statements, for the financial year ended March 31, 2026.
The results of operations for the year under review are given below:
FINANCIAL HIGHLIGHTS
(in INR million)
|
Consolidated |
Standalone |
| Particulars |
FY2025-26 |
FY2024-25 |
FY2025-26 |
FY2024-25 |
| Revenue from operations |
27,093.09 |
22,663.08 |
8,644.25 |
7,143.86 |
| Other income |
782.49 |
937.65 |
695.24 |
626.42 |
| Total income |
27,875.58 |
23,600.73 |
9,339.49 |
7,770.28 |
| Total expenses |
22,288.91 |
18,924.36 |
7,541.05 |
6,219.02 |
| Profit before tax |
5,586.67 |
4,676.37 |
1,798.44 |
1,551.26 |
| Less: Current tax |
1,047.65 |
892.58 |
432.04 |
374.19 |
| Less: Deferred tax (credit) / charge |
(9.49) |
(34.90) |
27.21 |
22.13 |
| Profit for the year |
4,548.51 |
3,818.69 |
1,339.19 |
1,154.94 |
| Other comprehensive income / (loss) net of income tax |
2,116.49 |
325.18 |
(1.06) |
(1.71) |
| Total comprehensive income for the year |
6,665.00 |
4,143.87 |
1,338.13 |
1,153.23 |
| Profit for the year attributable to equity holders of the
parent |
4,548.51 |
3,818.69 |
1,339.19 |
1,154.94 |
| Total comprehensive income for the year attributable to
equity holders of the parent Earnings per equity share (face value INR 2/- per equity
share) |
6,665.00 |
4,143.87 |
1,338.13 |
1,153.23 |
| (1) Basic |
32.38 |
27.23 |
9.53 |
8.24 |
| (2) Diluted |
32.32 |
27.19 |
9.52 |
8.22 |
REVIEW OF OPERATIONS
Consolidated Financial Review
During the year under review, the Company reported Revenue from
operations of INR 27,093.09 million, a y-o-y increase of 19.5% from INR 22,663.08 million
in the previous financial year. The Company reported total income of INR 27,875.58
million, a y-o-y increase of 18.1% from INR 23,600.73 million in the previous financial
year. Profit before tax registered a growth of 19.5% to stand at INR 5,586.67 million for
the year under review as compared to INR 4,676.37 million in the previous financial year.
Profit after tax attributable to equity holders of the parent registered a growth of 19.1%
to stand at INR 4,548.51 million for the year under review as compared to INR 3,818.69
million in the previous financial year.
Total debt for the Company was INR 118.97 million as of March 31, 2026
and total cash and other bank balances (including other bank balances, fixed deposits and
overnight mutual funds) was INR 17,921.12 million as of March 31, 2026.
The Company generated cash flows from operations of INR 5,023.49
million during the year, a growth of 17.9% from INR 4,259.91 million generated in the
previous financial year.
Standalone Financial Review
During the year under review, the Company reported Revenue from
operations of INR 8,644.25 million, a y-o-y increase of 21.0% from INR 7,143.86 million in
the previous financial year. The Company reported total income of INR 9,339.49 million, a
y-o-y increase of 20.2% from INR 7,770.28 million in the previous financial year. Profit
before tax stood at INR 1,798.44 million for the year under review as compared to INR
1,551.26 million in the previous financial year. Profit after tax stood at INR 1,339.19
million for the year under review as compared to INR 1,154.94 million in the previous
financial year. On a standalone basis, the Company had no debt as of March 31, 2026 and
total cash & cash equivalent (including other bank balances, fixed deposits and
overnight mutual funds) was INR 9,723.62 million as of March 31, 2026.
DIVIDEND
The Directors wish to invest the profits back into the Company for
further growth and expansion and therefore do not recommend any dividend for FY2025-26.
TRANSFER TO RESERVES
The Company did not transfer any amount to the general reserve during
the year.
MATERIAL CHANGE AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
No material change and commitment affecting the financial position of
the Company has occurred between the end of the financial year to which these financial
statements relate and the date of the report.
During the year under review, the name of the Company has been changed
from "Affle (India) Limited" to "Affle 3i Limited" with effect from
April 11, 2025.
CHANGE IN NATURE OF BUSINESS OF THE COMPANY
There was no change in the nature of business of the Company.
SHARE CAPITAL
The Authorised Share Capital of the Company is INR 300,000,000/-
divided into 150,000,000 equity shares of face value INR 2/- each.
During the year, 261,074 fully paid-up equity shares of INR 2/- each
were allotted to Affle (India) Limited Employees' Welfare Trust under Affle (India)
Limited Employee Stock Option Scheme – 2021. As on the date of this report, 39,000
fully paid-up equity shares of INR 2/- each were further allotted to Affle (India) Limited
Employees' Welfare Trust. Consequently, as on the date of this report, the issued,
subscribed and paid-up Share Capital of the Company has increased to INR 281,592,768/-
divided into 140,796,384 fully paid-up equity shares of INR 2/- each.
FINANCIAL STATEMENTS OF SUBSIDIARIES AND ASSOCIATES
A statement containing the salient features of the financial statements
of the subsidiaries in the prescribed Form AOC 1 is annexed to this Report as Annexure
I.
CORPORATE GOVERNANCE
In terms of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a separate
section on "Corporate Governance" with a detailed Report on Corporate Governance
forms part of this Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion & Analysis Report for the year under
review as stipulated under Listing Regulations is presented separately as part of this
Annual Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company met 5 (five) times during the
year under review. The details of the meetings of the Board, including that of its
Committees, are given in the Report on Corporate Governance forming part of this Annual
Report.
ESTABLISHMENTOFTHEVIGILMECHANISM
The Company has an effective Vigil Mechanism / Whistle Blower Policy
that lays down the process for raising concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The
full text of the policy is available under investor relations section on the website of
the Company at https://affle.com. No complaints were received through the said mechanism
during the financial year ended March 31, 2026.
PREVENTION OF SEXUAL HARRASSMENT AGAINST WOMEN AT WORKPLACE
The Company is committed towards providing a safe and conducive work
environment to the employees of the Company and also have in place, a policy for
Prevention of Sexual Harassment of Women at Workplace and an Internal Complaints Committee
(ICC) in accordance with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The details of complaints received and
resolved during the financial year under review by the ICC are given below:
| Particulars |
No. of complaints |
| 1. Number of complaints of sexual harassment received during
the year |
0 |
| 2. Number of complaints disposed off during the year |
0 |
| 3. Number of cases pending for more than ninety days |
0 |
DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO
THE MATERNITY BENEFIT ACT, 1961
The Company is committed to providing a safe, inclusive, and supportive
work environment for all employees and is in compliance with the applicable
provisions of the Maternity Benefit Act, 1961. The Company extends maternity
benefits and related facilities to eligible women employees in accordance with the
requirements prescribed under the Act and the rules framed thereunder. The Company also
endeavors to promote employee well-being and work-life balance through its human
resource policies and practices.
RISK MANAGEMENT POLICY
The Company has an effective risk management procedure, which is
governed at the highest level by the Board of Directors, covering the process of
identifying, assessing, mitigating, reporting and review of critical risks impacting the
achievement of Company's objectives or threaten its existence. To further strengthen
& streamline the procedures about risk assessment and minimisation procedures, the
Board of Directors has a Risk Management Committee and has also formulated a Risk
Management Policy. The full text of the policy is available under investor relations
section on the website of the Company at https://affle.com.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year under review, such controls were tested
and no reportable material weakness in the design or operation was observed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
During the year under review, the Company has not given any loans,
provided any guarantees, or made any investments as per the provisions of Section 186 of
the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all contracts/ arrangements/ transactions
entered into by the Company with related parties under Section 188(1) of the Companies
Act, 2013 were in the ordinary course of business and on arm's length basis. There
were no material contracts, arrangements or transactions entered during FY2025-26 that
fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the
prescribed Form AOC-2 is not applicable to the Company for the FY2025-26 and hence does
not form part of this report.
PUBLIC DEPOSITS
The Company has neither invited nor accepted any deposits from the
public falling within the purview of Section 73 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014 during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, the following changes took place in the
composition of the Board of Directors:
Dr. Hanny Kusnadi has been appointed as Non-Executive Independent
Director with effect from April 8, 2025.
Dr. Simon Arthur Chesterman and Mr. Piyush Gupta have been
appointed as Non-Executive Independent Directors, with effect from May 11, 2025.
The second term of Mr. Bijynath, Ms. Sumit Mamak Chadha and Mr.
Vivek Narayan Gour as Non-Executive Independent Directors of the Company ended on May 31,
2025. Consequently, they ceased to be Independent Directors of the Company with effect
from June 1, 2025.
Mr. Vivek Narayan Gour has been appointed as Non-Executive
Non-Independent Director effective from June 5, 2025, after the expiry of his second term
as Independent Director.
Further, Mr. Anuj Kumar has resigned as Non-Executive Non-Independent
Director of the Company with effect from April 16, 2026. In the opinion of the Board of
Directors, the Independent Directors appointed during the year possess requisite
integrity, experience and proficiency. However, as per the declarations received, Dr.
Hanny Kusnadi, Ms. Reshma Prasad Virmani and Dr. Simon Arthur Chesterman shall pass the
online proficiency test conducted by the Indian Institute of Corporate Affairs (IICA)
within prescribed timelines.
Retire by Rotation
As per the provisions of the Companies Act, 2013, Mr. Vivek Narayan
Gour, Non-Executive Director, retires by rotation at the ensuing Annual General
Meeting and, being eligible, seeks re-appointment. The Board recommends
his re-appointment.
Key Managerial Personnel
During the year under review, the following persons were designated as
Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the
Act, read with the Rules framed thereunder: Mr. Anuj Khanna Sohum, Chairperson, Managing
Director & Chief Executive Officer Mr. Kapil Mohan Bhutani, Chief Financial &
Operations Officer Ms. Parmita Choudhury, Company Secretary & Compliance Officer
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee has framed a policy for
selection and appointment of Directors including determining qualifications and
independence of a Director, Key Managerial Personnel ("KMP"), Senior Management
Personnel ("SMP") and their remuneration as part of its charter and other
matters provided under Section 178(3) of the Companies Act, 2013. Pursuant to Section
134(3) of the Companies Act, 2013, the Nomination & Remuneration Policy of the Company
which lays down the criteria for determining qualifications, competencies, positive
attributes and independence for appointment of Directors and policies of the Company
relating to remuneration of Directors, KMP and SMP is available under investor relations
section on the Company's website at https://affle.com.
Further, the Company also has a Board Diversity Policy to assure that
the Board is fully diversified and comprises of an ideal combination of Executive and
Non-Executive Directors, including Independent Directors, with diverse backgrounds.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company received declaration from Independent Directors in
accordance with Section 149(7) of the Companies Act, 2013 and Listing Regulations, that
he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of
the Companies Act, 2013 and Listing Regulations.
PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Listing
Regulations, the Board carried out an annual performance evaluation of its own
performance, the Directors individually, as well as the evaluation of the working of its
Committees. The Board evaluation was conducted through questionnaire designed with
qualitative parameters and feedback based on ratings. Evaluation of the Board was based on
criteria such as composition and role of the Board, Board communication and relationships,
functioning of Board Committees, review of performance of Executive Directors and
strategic planning. Evaluation of Committees was based on criteria such as adequate
independence of each Committee, frequency of meetings and time allocated for discussions
at meetings, functioning of Board Committees and effectiveness of its
advice/recommendation to the Board.
Evaluation of Directors was based on criteria such as participation and
contribution in Board and Committee meetings, experience and expertise to provide feedback
and guidance to top management on business strategy, governance, risk and
understanding of the organisation's strategy.
The outcome of the Board Evaluation for the FY2025-26 was discussed by
the Independent Directors at its meeting held on March 23, 2026, and by the Board
at its meeting held on May 09, 2026.
INDEPENDENT DIRECTORS MEETING
A separate meeting of Independent Directors without the attendance of
Executive Directors and members of management was held on March 23, 2026.
ANNUAL RETURN
PursuanttoSection92(3)oftheCompaniesAct,2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, copy of the
Annual Return of the Company for the FY2025-26 prepared in accordance
with Section 92(1) of the Act is available on the website of the Company at
https://affle.com/hubfs/corporate-governance/ annual-return/Annual-Return-FY2025-26.pdf.
STATUTORY AUDITORS
Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration
No. 001076N/N500013) were appointed as the Statutory Auditors of the Company at the 28th
Annual General Meeting of the Company held on September 22, 2023, to hold office for a
term of five consecutive years from the conclusion of 28th Annual General
Meeting till the conclusion of 33rd Annual General Meeting of the Company to be
held in the year 2028. The notes on financial statements referred to in the Auditors'
Report are self-explanatory and do not call for any further comments.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
and Regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulations,
2015, the Company has appointed M/s. Kiran Sharma & Co., Company Secretaries as the
Secretarial Auditor of the Company at the 30th Annual General Meeting of the
Company held on September 23, 2025, for a term of five consecutive years commencing from
April 1, 2025 till March 31, 2030. The Secretarial Audit Report for the FY2025-26 is
annexed to this Report as Annexure II. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.
INTERNAL AUDITORS
Protiviti India Member Private Limited performed the duties of Internal
Auditors of the Company for FY2025-26, and their Reports were reviewed by the Audit
Committee quarterly.
DETAILS ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Annual Report on CSR activities of the Company in prescribed format
is annexed to this Report as Annexure III.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
The Business Responsibility and Sustainability Report in accordance
with the Listing Regulations, is presented separately as part of this Annual Report. The
Company has undertaken an independent assurance of the BRSR core for FY2025-26. The BRSR
along with the assurance statement provided by M/s. TUV India Private Limited (Assurance
Provider) confirming assurance of Core attributes of the Business Responsibility and
Sustainability Report of the Company for FY2025-26 forms part of this Annual Report.
INFORMATION RELATING TO ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
(a) Conservation of energy
The Company operates as a global Consumer Intelligence Platform
business that is inherently asset-light and maintains a lean physical footprint and
minimal material consumption. We are committed to reducing our energy consumption and
optimising the use of resources across our operations. Supported by leading global cloud
platforms with strong sustainability commitments, we continually strive to lower our
energy footprint and do more with less, reinforcing our commitment to responsible and
sustainable operations.
(b) Technology absorption and innovation
Affle remains committed to continuous innovation and the strategic
absorption of advanced technologies to deliver long-term, sustainable and profitable
growth for its stakeholders. As our Consumer Platform extends beyond Mobile and CTV into a
broader universe of agentic and autonomous intelligent connected devices (AICDs), this
commitment underpins our ability to serve advertisers across every emerging touchpoint.
Guided by Affle 3i strategy anchored on Innovation, Impact and Intelligence, we
advancedourtechnologicalcapabilitiesduring the year under review across the following key
focus areas. We have also enhanced our global team to ensure that we are able to provide
multiple impacts to different stakeholders across the organisation and the markets we
serve through these focus areas:
1. Data Science and AI Developments
Across every business unit and geography, Affle has established a
formidable data science foundation powered by state-of-the-art machine learning systems,
advanced deep learning architectures, and frontier AI models. Each of our entities
operates with dedicated data science capabilities, leveraging cutting-edge tools and
methodologies that range from classical ML to large-scale neural networks and large
language models. This organisation-wide AI depth enables us to drive precision, scale and
intelligence across the full spectrum of our platforms and markets. Our data science
programmes are continuously evolving, with structured knowledge exchange, cross-entity
model collaboration, and access to leading-edge cloud AI infrastructure ensuring that
every team operates at the frontier of technological capability. The breadth and depth of
our AI systems represent a core and enduring competitive advantage, enabling Affle to
outperform across diverse market conditions, audiences and geographies.
2. Personalised Consumer Recommendations and Creative
Intelligence
AI-driven personalisation remained central to Affle's consumer
engagement. We advanced our SDKs and adaptive campaign intelligence to augment contextual
app discovery and personalised recommendations. At the core of our creative intelligence
capability is our generative AI-powered creative production system, capable of producing
thousands of hyper-contextualised, brand-consistent ad creatives in real time, dynamically
adapting visuals, messaging and formats to match consumer context, cultural nuance and
device environment. This enables advertisers to deliver genuinely personalised experiences
at programmatic scale without compromising brand integrity, resulting in higher user
engagement and ROI.
3. User Acquisition and Growth Marketing
Affle further strengthened its user acquisition platform with
sophisticated deep learning models and advanced lookalike audience capabilities,
significantly improving prediction accuracy, conversion efficiency and campaign
scalability. By substantially expanding model features and real-time user signals, the
platform enhanced bidding intelligence, audience targeting and performance optimisation
across diverse ad inventories. These capabilities are increasingly being extended beyond
mobile app inventory to signals originating from the wider set of agentic and autonomous
intelligent connected devices (AICDs) that advertisers now need to reach.
Affle also continued expanding premium supply access and intelligent
automation capabilities to improve campaign reach, pacing efficiency and ROI, while
enabling advertisers to scale effectively in increasingly privacy-focused ecosystems.
4. User Re-engagement and Retention
Affle enhanced its re-engagement and retention platform by introducing
hybrid optimisation models and an improved bid optimisation engine, strengthening
retargeting efficiency and audience reactivation capabilities. Automation across campaign
optimisation, tracking and decisioning further improved operational efficiency and
campaign performance at scale. Additionally, Affle expanded integrations across multiple
social media and digital channels, enabling broader user reach and more effective
cross-channel retargeting. These enhancements helped advertisers engage users through
multiple touchpoints while improving retention outcomes and campaign effectiveness.
5. Connected TV Advertising and Engagement
Affle made significant strides in Connected TV during the year,
enhancing its platform to meet the growing demand from brands seeking performance grade
outcomes in premium streaming environments. Improvements spanned measurement, optimisation
and supply, collectively raising the bar for what advertisers can expect from CTV
campaigns.
Attribution capabilities were extended beyond app installs to include
web based conversions, delivering a more complete picture of advertiser ROI. AI powered
optimisation models were enriched with new data signals and smarter pacing logic,
improving campaign efficiency and results. A new multi event optimisation capability
enables campaigns to simultaneously pursue awareness, acquisition and engagement goals,
bringing performance marketing discipline to the CTV channel. Household level audience
intelligence was introduced to sharpen targeting precision, new streaming supply
partnerships expanded premium inventory access, and post bid quality safeguards were
implemented to protect brand integrity. These enhancements collectively advance
Affle's CTV platform as a trusted, high impact channel for performance driven brands.
CTV also stands as the clearest current proof point of a broader thesis: as consumer
attention shifts to autonomous, agent-mediated and screen-agnostic environments,
Affle's platform is built to serve advertisers across Mobile, CTV and the wider
category of agentic/autonomous intelligent connected devices (AICDs).
6. Premium App Search and Discovery
Newton, our iOS-focused app growth platform achieved a landmark
milestone by attaining official Apple Ads Partner status, becoming one of a select group
of certified partners globally recognised for platform quality, campaign performance and
technology excellence. This certification validates the strength of Newton's unified
growth stack and deepens our strategic alignment with Apple's ecosystem.
Through our proprietary AI-powered Apple Search Ads engine, we
continued to strengthen in-app search and discovery. Key innovations included a 360-degree
campaign command centre, automation tools to reduce manual management, and AI-driven
creative generators to deliver more impactful ad formats. These advances, underpinned by
our newly attained Apple Ads Partner certification, reinforced premium search as a
high-performing, strategically differentiated growth channel.
7. DevOps Developments
The DevOps team advanced across four strategic pillars during the year:
High Availability, Disaster Recovery, Security and FinOps. Highly available, resilient
infrastructure was established across critical platforms on AWS and GCP, complemented by a
fully operationalised Disaster Recovery framework with defined recovery objectives and
validated playbooks. Security posture was strengthened through a shift-left approach
encompassing infrastructure hardening, secrets management, network segmentation and
automated compliance scanning, with comprehensive tools conducted across all platforms and
websites. A dedicated FinOps function was introduced to drive cloud cost visibility and
optimisation, delivering measurable reductions in expenditure while maintaining
performance and resilience. Collectively, these initiatives position the DevOps function
as a core enabler of reliable, secure and cost-efficient growth across the organisation.
8. Governance and Process
We continued to reinforce our governance and security architecture by
embedding best-in-class IT controls across the organisation. During the year, we achieved
two significant certifications:our Data Protection Trustmark (DPTM) and ISO/IEC
27001:2022, together affirming our commitment to responsible data stewardship and
information security excellence. We also upgraded our monitoring capabilities with control
tower tools and VPN and DLP enhancements, and continuous integration pipelines with
embedded security validations ensured resilient and scalable operations across platforms.
9. IP Portfolio and Agentic AI Safeguards
Affle continued to strengthen its intellectual property moat around the
agentic AI layer during the year. We were granted an Indian patent for our System for
Monitoring and
Integration of One or More Intelligent Conversational Agents, extending
our data distillation and fraud intelligence capabilities to ensure that only trusted and
verified intelligent agents engage with consumers across agentic/autonomous intelligent
connected devices (AICDs). This builds on our existing fraud detection patent, which
processes device, application and behavioural data across AICDs to protect advertiser
spend from illegitimate engagement.
Multiple additional patent applications covering innovations across the
AICD layer are currently under preparation, reinforcing Affle's position at the
forefront of agentic AI safeguards as the ecosystem of autonomous and connected devices
continues to expand.
10. Generative AI
Generative AI has become a transformative force across every layer of
the Affle organisation. From individual contributors to senior leadership, AI
adoption is accelerating at all levels, reshaping how we ideate, build, operate and grow.
We have deployed generative AI solutions across the full breadth of our business
functions, including engineering, product development, creative production, operations,
HR, finance and strategy, driving step-change improvements in productivity, quality and
speed.
We have built an extensive suite of proprietary AI-powered internal
tools that automate complex workflows, surface actionable intelligence and amplify human
decision-making at scale. Our AI programmes span prompt engineering, retrieval-augmented
generation, fine-tuned models and agentic frameworks, ensuring that Affle remains at the
vanguard of enterprise AI adoption. This organisation-wide commitment to generative AI
epitomises the "Intelligence" pillar of our Affle 3i strategy and signals our
conviction that AI is not merely a capability but a foundational driver of Affle's
next phase of growth. It is this same agentic AI foundation that powers Affle's
differentiated CPCU model across Mobile, CTV and other agentic/autonomous intelligent
connected devices (AICDs).
(c) Foreign exchange earnings and outgo
The Foreign Exchange earned in terms of actual inflows and the Foreign
Exchange in terms of actual outflows, during FY2025-26 are as follows: (in INR million)
| Earnings |
4,427 |
| Outgo |
3,294.80 |
PARTICULARS OF EMPLOYEES
Details of the top ten employees in terms of remuneration drawn, as
required under the provisions of Section 197 of the Act, read with Rules 5(2) & 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms
part of this Report. However, in terms of provisions of Section 136 of the Act, the Annual
Report excluding this information is sent to the members of the Company. Any member
interested in obtaining such information may send an email to compliance@affle.com.
The ratio of remuneration of each Director and Key Managerial Personnel
to the median of employees' remuneration, the percentage increase in remuneration, as
required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule
5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
annexed to this Report as Annexure IV.
There were no employees who were employed throughout the financial year
or part thereof, by himself/ herself or along with his/ her spouse and dependent children,
held more than two percent of the equity shares of the Company.
Further, there are no employees posted and working outside India and
drawing salary in excess of the prescribed limits under the above Rules and
accordingly, the statement included in this Report does not contain the particulars of
employees who are posted and working outside India.
EMPLOYEE STOCK OPTION
The Company believes in motivating employees and rewarding them for
their continuous hard work, dedication and support, which has led the Company on the
growth path. In view of the above, pursuant to a resolution of the Board of Directors
passed on August 7, 2021, and the shareholders' approval through special resolution
passed on September 23, 2021, the Company instituted Affle (India) Limited Employee Stock
Option Scheme - 2021 ("Scheme"). Pursuant to a Trust Deed dated October 28,
2021, a Trust by the name "Affle (India) Limited Employees' Welfare Trust"
("Trust") has been set up for implementation of the Scheme. The current trustee
of the Trust is Axis Trustee Services Limited.
During FY2025-26, the Nomination & Remuneration Committee approved
the grant of the following stock options:
| Date of Grant |
No. of options granted |
Exercise Price (in INR) |
| May 01, 2025 |
31,000 |
1,584.00 |
| November 12, 2025 |
72,728 |
1,735.40 |
| November 14, 2025 |
12,280 |
1,733.70 |
| January 28, 2026 |
137,080 |
1,538.10 |
The details of the employee stock option as per Rule 12 of the
Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations,
2021("SBEBRegulations")isavailableonourwebsite at
https://affle.com/hubfs/corporate-governance/ esop-disclosure/Esop-Disclosure-2025-26.pdf.
A certificate from the Secretarial Auditor of the Company that the Scheme is implemented
in accordance with the SBEB Regulations shall be obtained and the same would be available
at the Annual General Meeting for inspection by shareholders.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
As on March 31, 2026, the Company has the following subsidiary and
step-down subsidiaries:
Affle International Pte. Ltd., Singapore (Wholly owned
Subsidiary with effect from April 1, 2018)
PT. Affle Indonesia, Indonesia (Step-down Subsidiary with effect
from July 1, 2018)
Affle MEA FZ-LLC, Dubai (Step-down Subsidiary with effect from
April 1, 2019)
Affle Iberia S.L, Spain (Step-down Subsidiary with effect from
January 22, 2020)
Appnext Technologies Limited, Israel (Step-down Subsidiary with
effect from July 19, 2020)
Jampp (Ireland) Ltd., Ireland (Step-down Subsidiary with effect
from July 1, 2021)
Jampp HQ S.A., Argentina (Step-down Subsidiary with effect from
July 1, 2021)
Affle (UK) Limited (Step-down Subsidiary with effect from July 1,
2021)
Affle Brazil Ltda. (Step-down Subsidiary with effect from July 1,
2021)
Affle Inc., USA (Step-down Subsidiary with effect from May 1, 2023)
Affle Israel Ltd. (Step-down Subsidiary with effect from May 1,
2023)
YouAppi Japan Co. Ltd., Japan (Step-down Subsidiary with effect
from May 1, 2023)
Affle Inc. (Korea Branch) (Step-down Subsidiary with effect from
May 1, 2023)
YouAppi India Private Limited, India (Step-down Subsidiary with
effect from May 1, 2023)
YouAppi GmbH, Germany (Step-down Subsidiary with effect from May 1,
2023)
Affle 3iL Ltd., Israel (Step-down Subsidiary with effect from June
10, 2025)
Notes:
1. With effect from July 10, 2025, Jampp EMEA GmbH, Germany has been
dissolved.
2. With effect from July 24, 2025, Jampp APAC Pte. Ltd., Singapore has
been struck off.
3. With effect from October 1, 2025, Appnext Pte. Ltd. has been
amalgamated with Affle International Pte. Ltd.
4. With effect from March 13, 2026, Atommica LLC, USA has been
voluntarily cancelled.
5. The Company does not have any Associate Company or Joint Venture as
on March 31, 2026.
MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT
UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013
The provisions of maintenance of cost records as specified by the
Central Government under sub-section (1) of Section 148 of the Act are not applicable to
the Company.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR
During the FY2025-26, no application was made and no proceedings were
initiated/ pending under Insolvency and Bankruptcy Code, 2016 by the financial and/or
operational Creditors against the Company.
As on the date of this report, there is no application or proceeding
pending against the Company under Insolvency and Bankruptcy Code, 2016.
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
The Company has not entered into any one-time settlement with its
creditors and has not taken any loan from any Banks or Financial Institutions during the
FY2025-26.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS,
COURTS AND TRIBUNALS
No significant and material order has been passed by the regulators,
courts, tribunals impacting the going concern status and Company's operations in
future.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013, the Board hereby submit its responsibility Statement:
a) in the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures.
b) the Directors have selected such accounting policies and applied
them consistently and made judgements 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 profit of the Company for that year.
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
d) the Directors have prepared the annual accounts on a going concern
basis.
e) the Directors have laid down internal financial controls to be
followed by the Company and that such financial controls are adequate and were operating
effectively.
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
ACKNOWLEDGEMENTS
The Directors place on record their sincere thanks to the customers,
employees, bankers, business associates, consultants, various Government Authorities and
other stakeholders for their continued support extended to the Company during the year
under review. Your Directors also acknowledge gratefully the shareholders for their
support and confidence reposed on your Company.
| For and on behalf of the Board of Directors |
|
| (Formerly known as Affle (India) Limited) |
Affle 3i Limited |
|
Anuj Khanna Sohum |
|
Chairperson, |
|
Managing Director & |
| Date: May 9, 2026 |
Chief Executive Officer |
| Place: Singapore |
DIN: 01363666 |
|