Affle 3i Limited has allotted 74,00,000 convertible warrants to its promoter, Affle Holdings Pte. Ltd., increasing the acquirer's total diluted shareholding to 43.60%. The warrants were allotted on June 18, 2026, at a price of Rs. 1,487 per warrant, inclusive of a premium of Rs. 1,485. The allotment was approved by the Board of Directors on June 18, 2026, following a special resolution passed by shareholders on June 10, 2026, and in-principle approval from the stock exchanges on June 12, 2026.

The company received 25% of the warrant issue price, totaling Rs. 275,09,50,000, as the initial subscription amount. The remaining 75% is due upon conversion of the warrants into equity shares. Each warrant entitles the holder to subscribe to one fully paid-up equity share of Rs. 2 each, with a tenure not exceeding 18 months from the date of allotment. If the warrants are not exercised within this period, they will lapse, and the amount paid will be forfeited.

Shareholding Details

Following the allotment, Affle Holdings Pte. Ltd. holds 57,215,465 shares, representing 40.64% of the total share capital. The addition of 7,400,000 warrants increases the promoter's total diluted holding to 64,615,465 shares, or 43.60% of the total diluted share capital of the company. The warrants are yet to be credited to the promoter's demat account.

Allotment and Issue Structure

Affle 3i Limited's wholly owned step-down subsidiary, Affle MEA FZ LLC, has entered into a definitive asset purchase agreement with DT (NASDAQ: APPS), formerly Digital Turbine, to acquire select strategic AdColony assets, including the AdColony technology assets and trademark. The acquisition covers the AdColony SDK for iOS and Android devices, the technology platform, existing integrations with in-app publishers and mediation platforms, and the brand name, domain, and associated goodwill. This move is designed to bolster Affle 3i's consumer platform business by increasing consumer touchpoints and improving audience intelligence to drive advertiser conversions.

The transaction aligns with Affle's 10X growth strategy to augment its Consumer Platform technology stack with broader SDK reach. The integration of these assets is expected to enhance the company's capabilities in the mobile advertising technology sector, leveraging the well-recognised AdColony brand to penetrate developed markets more effectively. The deal also establishes an ongoing commercial partnership between Affle and DT.

Key Transaction Details

The following table outlines the key details of the transaction:

Strategic Significance

AdColony operates as an ad monetisation platform connecting mobile publishers and advertisers. The acquired assets grant Affle MEA FZ LLC worldwide rights to use the AdColony SDKs, technology platform, and associated goodwill. Affle's deep verticalization strategy and expanded IP portfolio are aimed at enhancing human-vs-non-human data distillation to drive premium consumer conversions through its differentiated CPCU (Cost Per Converted User) business model.

Leadership Commentary

"We are excited to announce this strategic acquisition of assets as part of our 10X growth plan," said Anuj Khanna Sohum, Chairperson, MD & CEO of Affle. "The integration of AdColony is a significant step towards driving global scale for Affle's advertisers with premium conversions powered by deeper audience intelligence across all our industry verticals. With our integrated stack, we will unlock greater ROI for our advertisers and publishers alike, and thus drive long-term value for our stakeholders."

The transaction also enables DT to further focus investment and resources on its core media and distribution platforms. "We made the strategic decision following our Fyber and AdColony acquisitions to consolidate around a single exchange platform, which became the foundation for what is now DTX," said Bill Stone, CEO of DT. "That decision allowed us to simplify our technology stack, focus our investment, and build a stronger long-term platform. Affle is a natural partner for these AdColony assets, and this transaction creates an opportunity to deepen our commercial relationship."

Sameer Sondhi, CEO of North America and Chief Strategic Investments Officer at Affle, added: "This acquisition reinforces Affle's commitment to continuously scaling globally and delivering personalized recommendations across the connected consumer journeys. AdColony brings a long-standing and trusted reputation with publishers globally that complements Affle's broader strategy. The acquisition further strengthens Affle's ability to drive deeper engagement with both existing and new advertisers worldwide."

The filing was submitted to the exchanges in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE00WC01027/a6041b60c60e41e2.pdf