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

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.

ESTABLISHMENT OF THE VIGIL MECHANISM

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
athttps://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:

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 athttps://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 athttps://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

Pursuant to Section 92(3) of the Companies Act, 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
athttps://affle.com/hubfs/corporate-aovernance/
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 28^th 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 28^th Annual General Meeting till the
conclusion of 33^rd 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 30^th
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
advanced our technological capabilities during
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:

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 tocompliance@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.

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 (“SBEB Regulations”) isavailableonour website
athttps://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

Affle 3i Limited
(Formerly known as Affle (India) Limited)

Anuj Khanna Sohum

Chairperson,
Managing Director &
Date: May 9, 2026 Chief Executive Officer

Place: Singapore DIN: 01363666