Affle 3i Limited (formerly known as Affle (India) Limited) filed its Monitoring Agency Report for the quarter ended March 31, 2026, with BSE Limited and the National Stock Exchange of India Ltd on May 12, 2026, pursuant to Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report has been prepared and issued by ICRA Limited, the appointed Monitoring Agency, and covers the utilisation of proceeds raised through a preferential issue of equity shares. The company belongs to the Advertisement Technology sector, with promoters Anuj Khanna Sohum and Affle Holdings Pte Ltd. The disclosure is also hosted on the company's website at https://affle.com .

Issue Overview

The preferential issue comprised 69,00,000 equity shares at a price of INR 1085.54 per share (including a premium of INR 1083.54 per share), aggregating to an issue size of INR 749.02 Crore. The net proceeds as per the EGM Notice were originally stated at INR 738.00 Crore. However, the revised net proceeds stand at INR 737.43 Crore as on March 31, 2025, as issue-related expenses incurred were higher than estimated by INR 0.6 Crore. ICRA is accordingly monitoring the revised net proceeds amount of INR 737.43 Crore.

The key details of the preferential issue are summarised below:

Utilisation of Issue Proceeds

The report confirms no material deviation in the utilisation of issue proceeds relative to the objects stated in the offer document. As at the end of the quarter ended March 31, 2026, a cumulative amount of INR 238.32 Crore has been utilised, leaving INR 499.11 Crore unutilised. The table below provides a detailed breakdown of progress against each object:

All four objects of the issue are reported to be on schedule, with a target completion date of March 2027 as per the EGM Notice.

General Corporate Purpose Utilisation

Of the INR 125.74 Crore utilised under General Corporate Purpose, the funds have been deployed as follows:

The revision in the General Corporate Purpose allocation from INR 178.00 Crore to INR 177.43 Crore is on account of actual offer-related expenditure being higher than estimated by INR 0.6 Crore.

Deployment of Unutilised Proceeds

The unutilised proceeds have been deployed across a range of instruments. The total amount invested stands at INR 562.76 Crore (which includes return on investment and exchange rate gains of INR 63.65 Crore), with total earnings of INR 21.82 Crore and a market value of INR 584.58 Crore as at the end of the quarter. Key deployment instruments include fixed deposits with Axis Bank Singapore, HDFC Bank, Kotak Mahindra Bank, and Axis Bank, as well as mutual funds and current accounts. Fixed deposits with Axis Bank Singapore (INR 194.35 Crore and INR 63.03 Crore, denominated in USD and converted at 1 USD = 94.31 INR) are held by Affle International Pte Ltd Singapore, a wholly owned subsidiary. Accrued interest on the Axis Bank Singapore fixed deposits amounts to INR 9.89 Crore, while the mark-to-market gain on the HDFC Overnight Fund Direct Plan as on May 31, 2026 is INR 11.93 Crore. These figures are as certified by J.C. Bhalla & Co.

Monitoring Agency Declaration

ICRA Limited has declared that the report provides an objective view of the utilisation of issue proceeds based on information provided by the issuer and sources believed to be accurate and reliable. The Monitoring Agency confirms it does not perceive any conflict of interest in its relationship with the issuer while monitoring and reporting the utilisation of proceeds. The report has been signed by Parul Goyal Narang, Vice President & Head-Process Excellence, ICRA Limited, with Subhechha Banerjee as Analyst.

Affle 3i Limited (formerly known as Affle (India) Limited) held its Board of Directors meeting on May 9, 2026, and approved the audited standalone and consolidated financial results for the fourth quarter and financial year ended March 31, 2026. The meeting commenced at 1:00 P.M. and concluded at 3:20 P.M., convened pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The filing was submitted by Company Secretary & Compliance Officer Parmita Choudhury, and statutory auditors Walker Chandioke & Co LLP issued an unmodified audit opinion on both standalone and consolidated financial results. The audited consolidated financial results were subsequently published on May 11, 2026 in Financial Express (English Language National Daily Newspaper – All Editions) and Jansatta (Hindi Language Daily Newspaper – Delhi Edition), pursuant to Regulation 47 of the SEBI (LODR) Regulations, 2015.

Consolidated Financial Performance

Affle 3i delivered strong revenue and profit growth on a consolidated basis. Q4 consolidated revenue from operations stood at INR 724.4 crore, an increase of 20.3% year-on-year from INR 602.3 crore. EBITDA grew 20.3% year-on-year to INR 161.2 crore, with the EBITDA margin at 22.3% in Q4 FY2026. PAT increased 16.0% year-on-year to INR 119.5 crore, despite higher taxes in the current quarter. For the full year FY2026, consolidated revenue from operations stood at INR 2,709.3 crore, an increase of 19.5% year-on-year, while EBITDA grew 26.3% to INR 610.1 crore. Full-year PAT increased 19.1% year-on-year to INR 454.9 crore, with PAT margin expanding to 16.3% versus 16.2% in FY2025. The following table presents the key consolidated performance metrics:

The detailed consolidated financials are presented below:

Total comprehensive income for the year stood at INR 6,665.00 million, compared to INR 4,143.87 million in the prior year. Other equity as at March 31, 2026 was INR 36,240.93 million, up from INR 29,183.86 million. Consolidated total assets grew to INR 44,214.92 million from INR 36,217.70 million, while cash and cash equivalents at year-end stood at INR 12,074.35 million.

CPCU Business Momentum

The Cost Per Converted User (CPCU) business recorded strong momentum during the period. The company delivered 12.0 crore converted users in Q4 FY2026, taking the total converted users delivered in FY2026 to 45.6 crore. CPCU revenue stood at INR 721.7 crore in Q4 FY2026, an increase of 20.1% year-on-year. The top industry verticals continued their strong momentum, helping the company register robust growth anchored on the CPCU business model along with operating margin expansion.

Management Commentary

Commenting on the results, Anuj Khanna Sohum, Chairperson, MD & CEO of Affle 3i, said:

"We concluded FY2026 on a strong note, achieving our highest annual Revenue run-rate, EBITDA, PAT and consumer conversions till date. Despite a volatile global environment, we delivered consistent growth throughout the year, marking the 13th consecutive period of quarter-on-quarter growth, reaffirming the strength of our AI-powered Consumer Platform Stack and unique ROI-linked CPCU business model. Our diversified verticalized approach across business domains and geographies further enabled us to sustain broad-based growth across India, Emerging and Developed Markets.

With our eyes set on 10x decadal growth vision of our 3i journey, we extended AI-native capabilities across our organization to accelerate our transition towards an intelligence-led enterprise. During the year, we also launched OpticksAI and Niko, our in-house AI agentic capabilities to improve the efficiency and productivity of our organization.

While the global environment remains challenging, the structural tailwinds are compelling, driven by rising digital ad spends, the shift towards ROI-linked advertising and the adoption of AI platforms redefining consumer journeys. Coupled with our disciplined execution, we remain well-positioned to harness these opportunities and deliver sustainable, profitable growth for all our stakeholders."

Standalone Financial Performance

On a standalone basis, Affle 3i also reported healthy growth. Key standalone financial metrics are presented below:

Standalone total assets as at March 31, 2026 stood at INR 25,365.21 million, compared to INR 22,120.93 million in the prior year. Standalone cash and cash equivalents at year-end were INR 3,876.85 million, while other equity stood at INR 20,254.31 million.

Preferential Issue of Warrants

The Board approved the issuance of up to 74,00,000 (Seventy Four Lakhs) warrants of face value of Rs. 2/- each to Affle Holdings Pte. Ltd., a member of the Promoter and Promoter Group, on a preferential basis. Each warrant carries the right to subscribe to one equity share of face value Rs. 2/- each at an issue price of Rs. 1,487 per warrant, inclusive of a premium of Rs. 1,485 per warrant. The maximum aggregate subscription amount is Rs. 1,100.38 Crores. The relevant date for the preferential issue is Monday, May 11, 2026. The issue price was determined based on the higher of the 10-trading-day VWAP and 90-trading-day VWAP as on May 8, 2026, as detailed below:

An upfront payment of 25% of the issue price (Rs. 371.75 per warrant) is payable at the time of allotment, with the remaining 75% (Rs. 1,115.25 per warrant) payable upon conversion of warrants into equity shares. The tenure of the warrants shall not exceed 18 months from the date of allotment. The Company intends to utilise at least 75% of the net proceeds (at least Rs. 825.28 Crores) towards inorganic growth objectives, including strategic investments and acquisitions, with the balance not exceeding Rs. 275.095 Crores allocated towards General Corporate Purpose. The net proceeds shall be utilised prior to the end of June 30, 2028. The shareholding impact of the preferential issue is outlined below:

Post allotment of 74,00,000 equity shares upon conversion of warrants, the total shareholding of the Promoter Group will increase to 57.23% from the current 54.98% (net of shares held by Affle (India) Limited Employee Welfare Trust), an increase of 2.25%.

Postal Ballot Notice

Pursuant to the Board approvals on May 9, 2026, Affle 3i issued a Notice of Postal Ballot dated May 11, 2026, seeking shareholders' approval through remote e-voting on four resolutions. The notice was filed under Regulation 30 of the SEBI (LODR) Regulations, 2015. The cut-off date for determining eligible shareholders is Friday, May 8, 2026. The e-voting period and key details are summarised below:

The four resolutions placed before shareholders are: (1) Increase in Authorised Share Capital from Rs. 300,000,000 (divided into 150,000,000 equity shares of Rs. 2/- each) to Rs. 310,000,000 (divided into 155,000,000 equity shares of Rs. 2/- each), with consequent alteration of the Memorandum of Association — to be passed as an Ordinary Resolution; (2) Issuance of up to 74,00,000 warrants on a preferential basis to Affle Holdings Pte. Ltd. at Rs. 1,487 per warrant, aggregating Rs. 1,100.38 Crores — to be passed as a Special Resolution; (3) Change in objects of the unutilised proceeds of Rs. 499.10 crores from the preferential issue raised in financial year 2023-24, whereby Rs. 297.42 crores originally allocated towards technology development is proposed to be redirected towards funding inorganic growth opportunities, bringing the total allocation for inorganic growth to Rs. 447.42 crores — to be passed as a Special Resolution; and (4) Alteration of Article 16(a)(iii) of the Articles of Association to align with the Companies Act, 2013 and SEBI ICDR Regulations by removing the requirement of a registered valuer's report for preferential issues — to be passed as a Special Resolution. The resolutions, if approved, shall be deemed passed on June 10, 2026. Voting results along with the Scrutiniser's Report will be published on the Company's website at https://affle.com and on the RTA's website at https://evoting.kfintech.com , and will be simultaneously communicated to BSE Limited and the National Stock Exchange of India Limited.

Capital Structure and Other Approvals

As at March 31, 2026, the paid-up equity share capital stood at INR 281.20 million. The Trading Window remains closed from April 1, 2026 until 48 hours after the declaration of the audited financial results, in accordance with the Company's Code of Conduct for Prohibition of Insider Trading. The preferential issue is subject to shareholders' approval via the Postal Ballot process described above, and there shall be no change in control or management of the Company consequent to the proposed preferential issue.