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Company Information

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AFFLE 3I LTD.

09 October 2025 | 11:39

Industry >> Entertainment & Media

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ISIN No INE00WC01027 BSE Code / NSE Code 542752 / AFFLE Book Value (Rs.) 191.65 Face Value 2.00
Bookclosure 08/10/2021 52Week High 2186 EPS 27.15 P/E 71.41
Market Cap. 27270.14 Cr. 52Week Low 1246 P/BV / Div Yield (%) 10.12 / 0.00 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2025-03 

xvii) Provisions

Provisions are recognized when the
Company has a present obligation (legal
or constructive) as a result of a past event,
it is probable that an outflow of resources
embodying economic benefits will be
required to settle the obligation and a
reliable estimate can be made of the
amount of the obligation. The expense
relating to a provision is presented in
the statement of profit and loss net of
any reimbursement.

If the effect of the time value of money is
material, provisions are discounted using
a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability.

When discounting is used, the increase in
the provision due to the passage of time is
recognized as a finance cost.

Provisions are reviewed at the end of each
reporting period and adjusted to reflect
the current best estimate. If it is no longer
probable that an outflow of resources
would be required to settle the obligation,
the provision is reversed.

xviii) Contingent liabilities

A contingent liability is a possible
obligation that arises from past events
whose existence will be confirmed by
the occurrence or non-occurrence of one
or more uncertain future events beyond
the control of the Company or a present
obligation that is not recognized because it
is not probable that an outflow of resources
will be required to settle the obligation. A
contingent liability also arises in extremely
rare cases where there is a liability that
cannot be recognized because it cannot
be measured reliably. The Company does
not recognize a contingent liability but
discloses its existence in the financial
statements. Refer note 31 (b).

xix) Share-based payments

Employees (including senior executives)
of the Company receive remuneration
in the form of share-based payments,
whereby employees render services as
consideration for equity instruments
(equity-settled transactions).

Equity-settled transactions

The cost of equity-settled transactions
is determined by the fair value at the
date when the grant is made using an
appropriate valuation model.

That cost is recognized, together with a
corresponding increase in share-based
payment (SBP) reserves in equity, over the
period in which the service conditions are
fulfilled in employee benefits expense. The
cumulative expense recognized for equity-
settled transactions at each reporting date
until the vesting date reflects the extent
to which the vesting period has expired
and the Company's best estimate of the

identified as operating segments
for which the operating results are
regularly reviewed by the CODM to make
decisions about resource allocation and
performance measurement.

Inter-segment transfers

The Company generally accounts for
intersegment sales and transfers at cost
plus appropriate margins.

Allocation of common costs

Common allocable costs are allocated to
each segment according to the relative
contribution of each segment to the
total common costs.

Unallocated items

Unallocated items include general
income and expense items which are not
allocated to any business segment.

Segment accounting policies

The Company prepares its segment
information in conformity with the
accounting policies adopted for preparing
and presenting the financial statements
of the Company as a whole.

xxiii) Recent Pronouncements

Ministry of Corporate Affairs (“MCA”)
notifies new standards or amendments to
the existing standards under Companies
(Indian Accounting Standards) Rules as
issued from time to time. For the year
ended March 31, 2025, MCA has notified
Ind AS - 117 Insurance Contracts and
amendments to Ind AS 116 - Leases,
relating to sale and leaseback transactions,
applicable to the Company w.e.f. April
1, 2024. The Company has reviewed the

number of equity instruments that will
ultimately vest. The statement of profit
and loss expense or credit for a period
represents the movement in cumulative
expense recognized as at the beginning
and end of that period and is recognized
in employee benefits expense.

Service conditions are not taken into
account when determining the grant date
fair value of awards, but the likelihood of
the conditions being met is assessed as
part of the Company's best estimate of
the number of equity instruments that
will ultimately vest.

No expense is recognized for awards that
do not ultimately vest because service
conditions have not been met.

When the terms of an equity-settled
award are modified, the minimum
expense recognised is the grant date fair
value of the unmodified award, provided
the original vesting terms of the award are
met. An additional expense, measured as
at the date of modification, is recognised
for any modification that increases
the total fair value of the share-based
payment transaction, or is otherwise
beneficial to the employee. Where an
award is cancelled by the entity or by the
counterparty, any remaining element of
the fair value of the award is expensed
immediately through profit or loss.

The dilutive effect of outstanding options is
reflected as additional share dilution in the
computation of diluted earnings per share.

xx) Treasury shares

The ESOP trust has been treated as an
extension of the company and accordingly
shares held by ESOP trust are netted off
from the total share capital. Consequently,
all the assets, liabilities, income and
expenses of the trust are accounted as
assets and liabilities of the company,
except for profit/loss on issue of shares
to the employees and dividend received
by trust which are directly adjusted
in the Affle (India) limited employee
welfare trust reserve.

xxi) Earnings per share

Basic earnings per share (EPS) are
calculated by dividing the net profit or
loss for the year attributable to equity
shareholders by the weighted average
number of equity shares outstanding
during the year. The weighted average
number of equity shares outstanding
during the period is adjusted for events
such as bonus issue, bonus element in a
rights issue, share split, and reverse share
split (consolidation of shares) that have
changed the number of equity shares
outstanding, without a corresponding
change in resources.

Diluted EPS amounts are calculated by
dividing the profit or loss attributable
to equity holders of the Company (after
adjusting the corresponding income/
charge for dilutive potential equity shares)
by the weighted average number of Equity
shares outstanding during the year plus
the weighted average number of Equity
shares that would be issued on conversion
of all the dilutive potential Equity shares
into Equity shares.

xxii) Segment reporting

The Chief Operating Decision Maker
(CODM), being the Board of Directors
(Board), evaluates the Company's
performance from a services perspective
and has identified the 'business of
providing services in advertisement
and software development' as a single
segment. As part for geographical
segments, the company mainly operates
in India only. The aforesaid is in line with
review operating results by the CODM.
As such, there is no separate reportable
segments as per the requirement of IND
AS 108 -'Operating Segments' notified
under the companies (Indian Accounting
Standards) Rules,2015, as amended.

Identification of segments

Operating segments are reported
in a manner consistent with the
internal reporting provided to the chief
operating decision maker (CODM).
Only those business activities are

new pronouncements and based on its
evaluation has determined that it does
not have any significant impact in its
financial statements.

xxiv) Use of Estimates, assumptions,
Judgments and major sources of
estimation uncertainty

In preparing these financial statements,
management has made judgements,
estimates and assumptions that affect the
application of accounting policies and the
reported amounts of assets, liabilities, the
disclosures of contingent liabilities and
contingent assets as at the date of financial
statements, income and expenses during
the period. Actual results may differ
from these estimates. Estimates and
underlying assumptions are reviewed on
an on-going basis. Revisions to estimates
are recognised prospectively.

In the process of applying the company's
accounting policies, management has
made the following judgement, estimates
and assumptions:

• Deferred tax assets (refer note 8(ii))

• Employee benefit (refer note 29)

• Leases (refer note 30)

• Contingent liabilities (refer note 31(b))

• Impairment of goodwill (refer note 38)

• Share based payment (refer note 39)

• Investment held for sale (refer note 47)

• Amortisation of intangible assets
(refer note 4 and 25)

• Intangible assets under development
(refer note 4)

Terms/rights attached to preference shares

*The Company has the right to be entitled to receive dividend if declared at any point of time. These preference shares can be
convertible into equity shares of Affle X Private Limited after complying the provision of Companies Act, 2013 and the manner
as specified in the subscription agreement. The Company does not have any voting rights in the invested entity except in case
any resolution is passed. The holders shall have an option to redeem only the fully paid up Preference share having maximum
redemption period of 20 years.

**The Company has the right to be entitled to receive dividend if declared at any point of time. These preference shares can
be convertible into equity shares of Explurger Private Limited after complying the provision of Companies Act, 2013 and the
manner as specified in the subscription agreement. The Company have voting right as agreed in Series A share subscription
and shareholder agreement. Series A CCPS are non-redeemable and compulsory convertible into equity share in the ratio of
1:1 on completion of 19 (Nineteen) year and 11 (eleven) month or as per Series A share subscription and shareholder agreement.
***The Company has granted employees stock option to the eligible employees of wholly owned subsidiary and its subsidiaries
controlled through intermediate subsidairies. This has been treated as deemed investment in respective subsidiary by the
Company as per guidance under IND AS.

8 (ii) DEFERRED TAX

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off
current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities
relates to income taxes levied by the same tax authority.

In assessing the realisability of deferred tax assets, management considers whether it is probable,
that some portion, or all, of the deferred tax assets will not be realised. The ultimate realisation of
deferred tax assets is dependent upon the generation of future taxable income during the years
in which the temporary differences become deductible. Management considers the projected
future taxable income and tax planning strategies in making this assessment. Based on the level

Nature and purpose of other equity
Retained earnings

Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less
any transfers to general reserve, dividends or other distributions paid to shareholders. Retained
earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not
be reclassified to Statement of Profit and Loss.

Securities premium

Securities premium represents the amount received in excess of par value of equity shares.
Section 52 of Companies Act, 2013 specifies restriction and utilisation of security premium.

Treasury shares (Shares held by ESOP Trust)

Own equity instruments that held by Trust are recognised at cost and deducted from equity.
No gain or loss is recognised in statement of profit and loss on the purchase, sale, issue or
cancellation of the Company's own equity instruments. Any difference between the carrying
amount and the consideration, if reissued, is recognised in other equity

Share based payment reserve

The share options-based payment reserve is used to recognise the grant date fair value of options
issued to employees under employee stock option plan.

(iii) Performance obligations

Information about the Company's performance obligations are summarised below:

Consumer platform

The performance obligation is satisfied at a point in time and payment is generally due within 30
to 90 days of completion of services and acceptance of the customer. In some contracts, short¬
term advances are required before the advertisement services are provided.

As the duration of the contracts for consumer is less than one year, the Company has
opted for practical expedient and decided not to disclose the amount of the remaining
performance obligations.

Other operating revenue

The performance obligation is satisfied at a point in time and payment is generally due within
30 to 90 days of completion of services and acceptance of the customer.

Notes:

There is no difference between the amount of revenue recognised in the profit and loss statement
and the contract price.

28. EARNINGS PER SHARE

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders
of the company by the weighted average number of equity shares outstanding during the year
excluding treasury shares.

Diluted earning per share adjusts the figure used in the determination of basic earnings per share
to take into account the after income tax effect of interest and other financing costs associated with
dilutive equity shares and the weighted average number of additional equity shares that would have
been outstanding assuming the conversion of all dilutive potential equity shares.

The present value of the obligation under such defined benefit plan is determined based on
an actuarial valuation as at the reporting date using the projected unit credit method, which
recognizes each year of service as giving rise to additional unit of employee benefit entitlement
and measures each unit separately to build up the final obligation. The obligations are measured
at the present value of the estimated future cash flows. The discount rate used for determining
the present value of the obligation under defined benefit plans is based on the market yields on
Government bonds as at the date of actuarial valuation. Actuarial gains and losses (net of tax) are
recognised immediately in the other comprehensive income (OCI).

This is a unfunded benefit plan for qualifying employees. The scheme provides for a lump sum
payment to vested employees at retirement, death while in employment or on termination of
employment. Vesting occurs upon completion of five years of service.

The following tables summaries the components of net benefit expense recognised in the
statement of profit or loss and other comprehensive income and amounts recognised in the
balance sheet for the gratuity plan:

29. EMPLOYEE BENEFITS

A. Defined contribution plans

Provident fund:

The Companymakes contribution towards employees' provident fund. The Companyhas recognised
INR 10.58 million (March 31, 2024: INR 10.99 million) as an expense towards contribution to this plan.

B. Defined benefit plans

Gratuity:

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, employees who
have completed five years of service are entitled to specific benefit. The level of benefit provided
depends on the member's length of service and salary retirement age. The employee is entitled
to a benefit equivalent to 15 days salary last drawn for each completed year of service with part
thereof in excess of six months. The same is payable on termination of service or retirement or
death whichever is earlier.

(j) Description of risk exposures: Company is exposed to various risks as follows:

a) Salary Increases- Actual salary increases will increase the Plan's liability. Increase in salary
increase rate assumption in future valuations will also increase the liability.

b) Discount rate- Reduction in discount rate in subsequent valuations can increase the
plan's liability.

c) Mortality and disability- Actual deaths and disability cases proving lower or higher than
assumed in the valuation can impact the liabilities.

d) Withdrawals- Actual withdrawals proving higher or lower than assumed withdrawals and
change of withdrawal rates at subsequent valuations can impact Plan's liability.

30. LEASES

Company as lessee

The Company has taken office premises on lease. The lease has been entered for a period ranging
from one to four years with renewal option. The Company has the option, under some of its lease, to
renew the lease for an additional years on a mutual consent basis.

31. COMMITMENTS AND CONTINGENT LIABILITIES

a. Capital commitments

As at March 31, 2025, the Company has commitments on capital account and not provided for
(net of advances) of INR 10.08 million (March 31, 2024: INR 8.64 million).

b. Contingent liabilities

(i) Claims against the Company not acknowledged as debts includes the following:

- Income tax demand from the Income tax authorities for assessment year 2017-18 of INR
64.88 million on account of disallowance of bad debts written off, advances written off,
amortization of goodwill and certain expenses under various heads as claimed by the
Company in the income tax. The matter is pending before Commissioner of Income
Tax (Appeals), Mumbai. In response (dated January 29, 2020) to the notice company has
discharged 20% of demand i.e. INR 13 million by depositing INR 6.50 million vide challan
No 11922 with HDFC Bank on January 28, 2020 and adjusting a refund of INR 6.25 million
which is outstanding for AY 2015-16 on which interest under section 244A of the Act is
also pending and this will exceeds a residual amount of INR 6.50 million.

- Income tax demand from the Income tax authorities order dated September 17, 2022,
for assessment year 2020-21 of INR 1.13 million on account of disallowance of Corporate
Social Responsibility (CSR) expenditure under section 80G of the Income Tax Act, 1961
of INR 2.15 million as claimed by the Company in the income tax. The matter is pending
before Commissioner of Income Tax (Appeals), Mumbai.

- Income tax demand from the Income tax authorities order dated October 10, 2023
for assessment year 2021-22 of INR 31.7 million on the ground that documentation
not provided. Mumbai High court has stayed the demand in the Order on May 7, 2024.
further the Income tax authorities order dated October 24, 2024 for assessment year
2021-22 of INR 30.2 million on account of transfer pricing adjustments for SBLC and
Licence fee. The matter is pending before Delhi bench of Income Tax Appellate Tribunal.

The Company is contesting the demands and the management, including its tax advisors,
believes that its position will likely be upheld in the appellate process. No tax expense has
been accrued in the financial statements for the demand raised. The management believes
that the ultimate outcome of these proceedings will not have a material adverse effect
on the Company's financial position and results of operations. The likelihood of the above
cases going in favour of the Company is probable and accordingly has not considered any
provision against the demands in the financial statements.

(ii) (a) The opening balance of Stand by Letter of Credit (SBLC) as on April 01 ,2024 is amounting
to INR 2,508.47 million (equivalent to USD 30.10 million) was taken in favour of Axis
Bank Limited, Singapore. During the current year it is reduced by INR 1450.90 million
(equivalent to USD 17.16 million). The outstanding closing balance of SBLC in favour of
Axis Bank Limited, Singapore is INR 1,107.07 million (equivalent to USD 12.94 million).

(b) The opening balance of Stand by Letter of Credit (SBLC) as on April 01,2024 is amounting
to INR 500.05 million (equivalent of USD 6.00 million) was taken in favour of HDFC Bank
Limited, Bahrain. The outstanding closing balance of SBLC in favour of HDFC Bank
Limited, Bahrain is INR 513.17 million (equivalent to USD 6.00 million).

No amount has been written off or written back in the year in respect of debts due from/to above
related parties.

Terms and conditions of transactions with related parties

The sale and purchase from related parties are made on terms equivalent to those that prevail
in arm's length transaction. Outstanding balances at the year end are unsecured and interest
free and settlement occurs in cash. For the year ended March 31, 2025 and year ended March 31,
2024, the Company has not recorded any impairment of trade receivables relating to amounts
owed by related parties. This assessment is undertaken each financial year through examining
the financial position of the related party and the market in which the related party operates.

33. SEGMENT INFORMATION

(a) The Chief Operating Decision Maker (CODM) being the Board of Directors (Board) evaluates
the Company's performance from a services perspective and has identified the ‘business of
providing services in advertisement and software development' as a single segment. As part for
geographical segments, the company mainly operates in India only. The aforesaid is in line with
review operating results by the CODM. As such, there is no separate reportable segments as per
the requirement of IND AS 108-'operating Segments Reporting' notified under the companies
(India Accounting Standards) Rules,2015, as amended.

During the current year ended March 31, 2025, Chief operating decision maker (‘CODM') of the
Company reviews the performance of the company on a consolidated basis and not as India
and Outside India, considering the fact that operating platforms of the Group are inter-operable
globally and across customers/vendors. As the Company considers entire operations related to
consumer platform stack as a single operating segment.

(b) Information about major customers

There is one ( March 31, 2024: none) major external customer with whom company has earned
revenue of more than 10% during the year amounting to INR 768.13 million (March 31, 2024: Nil).

The management assessed that cash and cash equivalent, other bank balances, trade receivables,
trade payables and other financial liabilities approximate their carrying amounts and fair value of the
Company's financial instruments

The fair value of the financial assets and liabilities is included at the amount at which the instrument
could be exchanged in a current transaction between willing parties, other than in a forced or
liquidation sale. Further, the subsequent measurements of all assets and liabilities (other than
investments) is at amortised cost, using effective interest rate (EIR) method.

The following methods and assumptions were used to estimate the fair values:

Receivables are evaluated by the Company based on parameters such as interest rates, specific
country risk factors, individual creditworthiness of the customer and the risk characteristics of the
financed project based on this evaluation, allowances are taken into account for the expected credit
losses of these receivables.

The fair value of unquoted instruments is estimated by discounting future cash flows using rates
currently applicable for debt on similar terms, credit risk and remaining maturities.

For other financial assets and liabilities that are measured at fair value, the carrying amounts are
equal to the fair values.

35. FAIR VALUE HIERARCHY

All financial instruments for which fair value is recognised or disclosed are categorised within the fair
value hierarchy, described as follows, based on the lowest level input that is insignificant to the fair
value measurements as a whole.

Level 1 : Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2 : Valuation techniques for which the lowest level inputs that has a significant effect on the
fair value measurement are observable, either directly or indirectly.

Level 3 : Valuation techniques for which the lowest level input which has a significant effect on fair
value measurement is not based on observable market data.

The cost of unquoted investment included in level 3 of fair value hierarchy approximate their face
value because there is a wide range of possible fair value measurement and the cost represents
estimate of fair value within that range

The following table provides the fair value measurement hierarchy of the Company's assets
and liabilities.

Valuation technique used to derive fair values

The Company's unquoted instruments is estimated by discounting future cash flows using rates
currently applicable for debt on similar terms, credit risk and remaining maturities. The valuation
requires management to make certain assumptions about the model inputs, including forecast
cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within
the range can be reasonably assessed and are used in management's estimate of fair value for these
unquoted equity investments.

36. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company's principal financial liabilities comprises trade payables, other payables, capital
creditors and employee related payables. The main purpose of these financial liabilities is to finance
the Company's operations and to provide guarantees to support its operations. The Company's
principal financial assets include trade and other receivables, and cash and cash equivalent that
derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management
oversees the management of these risks. The Company's senior management is responsible to ensure
that Company's financial risk activities are governed by appropriate policies and procedures and that
financial risks are identified, measured and managed in accordance with the Company's policies and
risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks,
which are summarised below:

a. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate
because of a change in market price.

(i) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will
fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk

of changes in foreign exchange rates relates primarily to the Company's operating activities
(when revenue or expense is denominated in a foreign currency).

The Company does not use derivative financial instruments such as forward exchange
contracts or options to hedge its risk associated with foreign currency fluctuations or for
trading/speculation purpose.

The amount of foreign currency exposure not hedged by derivative instruments or
otherwise is as under:

b. Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument
or customer contract, leading to a financial loss. The Company is exposed to credit risk from
its operating activities (primarily trade receivables) and from its investing activities, including
deposits with banks and financial institutions.

A counterparty whose payment is due more than 90 days after the due date is considered
as a defaulted party. This is based on considering the market and economic forces in which
the Company operates. The Company write-off the amount if the credit risk of counter-party
increases significantly due to its poor financial position.

All the financial assets carried at amortised cost were into good category except some portion of
trade receivables considered under doubtful category (refer note 10).

Trade receivables and contract assets

Trade receivables are typically unsecured. Credit risk is managed by the Company through
credit approvals, establishing credit limits and continuously monitoring the creditworthiness of
customers to which the Company grants credit terms in the normal course of business.

Cash and cash equivalents and bank deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by only
accepting highly rated banks and diversifying bank deposits and accounts in different banks
across the country.

Other financial assets

Other financial assets are considered to have low credit risk since there is a low risk of default by
the counterparties owing to their strong capacity to meet contractual cash flow obligations in
the near term. Credit risk related to these other financial assets is managed by monitoring the
recoverability of such amounts continuously, while at the same time internal control system in
place ensure the amounts are within defined limits.

The Company is exposed to credit risk in the event of non-payment by customers. An impairment
analysis is performed at each reporting date. The Company uses a provision matrix to measure
the expected credit loss of trade receivables.

None of those trade receivable past due or impaired have had their terms renegotiated. The
maximum exposure to credit risk at the reporting date is the fair value of each class of receivables
presented in the financial statement. The Company does not hold any collateral or other credit
enhancements over balances with third parties nor does it have a legal right of offset against
any amounts owed by the Company to the counterparty. For receivables which are overdue the
Company has subsequently received payments and has reduced its overdue exposure.

Financial instruments and cash deposits

Credit risk from balances with banks is managed by the Company's treasury department in
accordance with the Company's policy. Investments of surplus funds are made only with
approved counterparties and within credit limits assigned to each counterparty. Counterparty
credit limits are reviewed by the Company's Board of Directors on an annual basis, and may be
updated throughout the year subject to approval of the Company's finance committee. The
limits are set to minimise the concentration of risks and therefore mitigate financial loss through
counterparty's potential failure to make payments.

c. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they
become due. The Company monitors their risk of shortage of funds using cash flow forecasting
models. These models consider the maturity of their financial investments, committed funding
and projected cash flows from operations. The Company's objective is to provide financial
resources to meet its business objectives in a timely, cost effective and reliable manner.

A balance between continuity of funding and flexibility is maintained through the use of
borrowings. The Company also monitors compliance with its debt covenants. The maturity
profile of the Company's financial liabilities based on contractual undiscounted payments is
given in the table below:

37. CAPITAL MANAGEMENT

The Board's policy maintains a strong capital base so as to maintain investor, creditor and market
confidence and to sustain future development of the business. The Board of Directors monitor the
return on capital employed as well as the amount of dividend if any to shareholders.

For the purpose of the Company's capital management, capital includes issued capital and all other
equity reserves attributable to the equity shareholders of the Company. The primary objective of the
Company when managing capital is to safeguard its ability to continue as a going concern and to
maintain an optimal capital structure so as to maximize shareholder value. As at March 31, 2025 and
March 31, 2024, the Company has only one class of equity shares and has no debt. Consequent to
such capital structure, there are no externally imposed capital requirements.

The Company manages its capital structure and makes adjustments in light of changes in economic
conditions and the requirements of the financial covenants. To maintain or adjust the capital structure,
the Company may adjust the dividend payment to shareholders, return capital to shareholders or
issue new shares.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus
net debt. The Company includes within net debt, interest bearing loans and borrowings, trade and
other payables, less cash and cash equivalents. The Company's policy is to keep the gearing ratio
between 0% and 10%.

No changes were made in the objectives, policies or processes for managing capital during the year.

38. IMPAIRMENT TESTING OF GOODWILL

Goodwill acquired through business combinations have indefinite life. The Company performs the
impairment testing at the initial recognition of Goodwill. The Company further performs impairment
testing as and when the indicators arise. At present there is no indicator for impairment of Goodwill.
The Company considers the relationship between its value in use and its carrying value, among
other factors, when reviewing for indicators of impairment.

The recoverable amount of the goodwill is determined based on value in use ('VIU') calculated using
cash flow projections from financial budgets approved by management covering a five year period
and the terminal value (after considering the relevant long-term growth rate) at the end of the said
forecast periods. The Company has used long-term growth rate of 20% (March 31, 2024:10%) and
discount rate of 11.70% (March 31, 2024: 11.70%) for calculation of terminal value.

The said cash flow projections are based on the senior management past experience as well as
expected met trends for the future periods. The projected cash flows have been updated to reflect
the decreased demand for services. The calculation of weighted average cost of capital (WACC) is
based on the Company's estimated capital structure as relevant and attributable to the Company.
The WACC is also adjusted for specific risks, market risks and premium, and other inherent
risks associated with similar type of investments to arrive at an approximation of the WACC of a
comparable market participant. The said WACC being pre-tax discount rates reflecting specific risks,
are then applied to the above mentioned projections of the estimated future cash flows to arrive at
the discounted cash flows. The Company considers the consumer platform stack as a single CGU for
the purpose of impairment testing of goodwill.

Discount rates represent the market assessment of the risks, taking into consideration the time value
of money and individual risks of the underlying assets that have not been incorporated in the cash
flow estimates. The discount rate calculation is based on the specific circumstances of the Company
and its operating segments and is derived from its WACC.

The key assumptions used in the determination of VIU are the revenue annual growth rates and the
EBITDA growth rate. Revenue and EBITDA growths are based on average value achieved in preceding
years. Also, the growth rates used to extrapolate the cash flows beyond the forecast period are based on
industry standards.

Based on the above assumptions and analysis, no impairment was identified as at March 31, 2025
(March 31, 2024: Nil). Further, on the analysis of the said calculation's sensitivity to a reasonably possible
change in any of the above mentioned key assumptions/parameters on which the management
has based determination of the recoverable amount, there are no scenarios identified by the
management wherein the carrying value could exceed its recoverable amount.

39. EMPLOYEE SHARE BASED PAYMENT

During the year ended March 31,2022, the Company has issued Employee Stock Option Scheme -2021".
The relevant details of the scheme and the grant are as follows:

Scheme: Affle (India) Limited Employee Stock Option Scheme - 2021

a) The Company instituted an Employees Stock Option Scheme (“ESOS”) for certain employees of
the Company, its subsidiary and its step down subsidiaries (together know as Group) as approved
by the shareholders on September 23, 2021 which provides for a grant of 3,750,000 options (each
option convertible into share) to employees of the Group.

During the year ended March 31, 2025 the Company has further granted 712,982 (March 31, 2024
189,420) options to the eligible employees as approved by the nomination and remuneration
committee of the Company.

(iii) The Company do not have any charges or satisfaction which is yet to be registered with ROC
beyond the statutory period.

(iv) The Company has not traded or invested in Cryptocurrency transactions / balances or Virtual
Currency during the financial year ended March 31, 2025 and March 31, 2024.

(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies),
including foreign entities (intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the group (ultimate beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign
entities (funding party) with the understanding (whether recorded in writing or otherwise) that
the group shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (ultimate beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

(vii) There is no income surrendered or disclosed as income during the current or previous year
in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the
books of account.

(viii) The Company has not been declared as wilful defaulter by any bank or financial institution
or other lender.

(ix) The Company has taken loan facility from bank but not utilised in the current year or previous year.

(x) The Company has not entered into any scheme of arrangement which has an accounting impact
on current or previous financial year

(xi) The Company has not revalued its property, plant and equipment (including right-of-use assets)
or intangible assets or both during the current or previous year

(xii) The Company has not owned any immovable property.

(xiii) The Company has complied with the number of layers prescribed under the companies Act,
2013, read with the companies (Restriction on number of layers) Rules, 2017.

(xiv) The company has not owned any immovable property. All the properties where the company is
the lessee, the lease agreements are duly executed in the favour of lessee.

xv) Disclosure as per section 186 of Companies Act 2013 The details of loans, guarantees and
investments under section 186 of the Companies Act, 2013 read with the Companies (Meetings
of Board and its Powers) Rules, 2014 are as follows:

(a) Refer note 32 for details of loan given by the Company and balance outstanding thereof to
Affle International Pte. Ltd (‘AINT') as at March 31, 2025 and March 31, 2024. Further maximum
balance outstanding in respect to aforementioned loan is INR 1,905.84 Million and INR
1,905.84 million during the year ended March 31, 2025 and March 31, 2024 respectively.

(b) Refer note 31(b)(ii) for details of guarantees given by the Company and balance outstanding
thereof to Affle International Pte. Ltd (‘AINT') as at March 31, 2025 and March 31, 2024. Further
maximum balance outstanding in respect to aforementioned guarantees is INR 2,793.94
Million and INR 3,025.40 during the year ended March 31,2025 and March 31,2024 respectively.

42. The Code on Social Security, 2020 (‘Code') relating to employee benefits during employment and
post employment benefits received Presidential assent in September 2020. The Code has been
published in the Gazette of India. However, the date on which the Code will come into effect has not
been notified and the final rules/interpretation have not yet been issued. The Company will assess
the impact of the Code when it comes into effect and will record any related impact in the period the
Code becomes effective.

43. The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the
proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts)
Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its

books of account, shall use only such accounting software which has a feature of recording audit trail
of each and every transaction, creating an edit log of each change made in the books of account along
with the date when such changes were made and ensuring that the audit trail cannot be disabled.

The Company has used an accounting software which is operated by a third party service provider
for maintenance of books of accounts. The Company has obtained the ‘Independent Service
Auditor's Assurance Report on Controls relevant to Security, Availability and Confidentiality (‘Type 2
report' issued in accordance with ISAE 3000 (Revised), Assurance Engagements Other than Audits
or Reviews of Historical Financial Information) issued by the International Auditing and Assurance
Standards Board for the year ended March 31, 2025. The accounting software is used in form of
software-as-a-service; and SOC 2 report does not provide information on availability of audit trail at
database level.

44. The Company has appointed independent consultants for conducting a transfer pricing study to
determine whether the transactions with associated enterprise were undertaken at "arms length
price". The management confirms that all domestic and international transactions with associated
enterprises are undertaken at negotiated contracted price on usual commercial terms and is
confident of there being no adjustment on completion of the study. Adjustment, if any, arising from
the transfer pricing study shall be accounted for as and when the study is completed.

45. During the previous year, the company had issued and allotted 6,900,000 equity shares with face
value of INR 2 each, at a premium of INR 1,083.54 each aggregating to INR 7,374.28 million (net of
issue expenses of INR 115.95 million) on a preferential basis to Gamnat Pte. Ltd. The issue was made in
accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018 (“’’SEBI ICDR Regulations””), as amended, the Companies Act, 2013, other applicable laws and
other requisite statutory and regulatory approvals. As at March 31, 2025 the Group has utilised INR
2,383.20 million towards purposes specified in the Offer document and the balance amount remains
invested in fixed and other deposits.

Further, during the current year the company has issued and allotted 248,250 equity shares with
face value of INR 2 each at a premium of INR 1,048.00 each (March 31, 2024: 39,000 equity shares
with face value of INR 2 each at a premium of INR 1,125.00 each) aggregating to INR 304.62 million to
ESOP trust on exercise of options under the ESOP scheme.

46. During the earlier years, the Company had completed Qualified Institutional Placement (“QIP”)
by issuing 1,153,845 equity shares aggregating to INR 5,906.90 million (net of QIP expenses of INR
93.09 million). As at March 31, 2025 the Company has utilised INR 4,872,47 million towards purposes
specified in the placement document and the balance amount of QIP's net proceeds remains
invested in fixed and other deposits.

47. During the earlier years, investment in Talent Unlimited Online Services Private Limited (“Bobble”)
has been classified as held for sale vide the Board meeting held on May 14, 2022. Further, the Board
in its meeting held on May 24, 2024 decided to continue to classify the investment as held for sale.
The carrying value of the investments held for sale is INR 1,358.28 million for a 24.07% stake, on a fully
diluted basis.

Further, during the year the company has invested in 1 equity shares with face value of INR 10 each
with premium of INR 307,019 each and 25 0.001% Series D1 compulsorily convertible preference
shares (“Series D1 CCPS”) with face value of INR 100 each with premium of INR 306,929 each in Talent
Unlimited Online Services Private Limited.

Further, during the current year the Company has recognised expenses of INR Nil (March 31, 2024:
INR 24.08 million) as cost for services availed from Bobble.

49. PREVIOUS YEAR FIGURES

Previous year figures have been regrouped/reclassified wherever necessary, to conform to this year's
classification and figure for the year ended March 31, 2025. The impact of regrouping/reclassification
is not material to the financials statement.

50. The financial statements were approved by board of directors on May 10, 2025.

51. The company does not have any post balance sheet date event to be reported.

As per our report of even date attach

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of

Chartered Accountants Affle 3i Limited (formerly known as “Affle (India) Limited”)

ICAI Firm's Registration No.: CIN No: L65990DL1994PLC408172

001076N/N500013

Ashish Gupta Anuj Khanna Sohum

Partner Chairperson, Managing Director & Chief Executive Officer

Membership No: 504662 (DIN: 01363666)

Place: Gurugram Place: Singapore

Date: May 10, 2025 Date: May 10, 2025

Kapil Mohan Bhutani Parmita Choudhury

Chief Financial & Company Secretary

Operations Officer Membership No: 26261

Place: Gurugram Place: Gurugram

Date: May 10, 2025 Date: May 10, 2025