Affle 3i promoters create encumbrance on 54.9% shares
Promoters AGPL Pte. Ltd. and Affle Holdings Pte. Ltd. have created non-disposal undertakings on 7.73 crore shares, representing 54.91% of Affle 3i Limited's total share capital, as of June 5, 2026. The encumbrances are held in favor of Citibank N.A. and Hong Kong & Shanghai Banking Corporation. The company also disclosed that 74,00,000 warrants are pending shareholder approval and were excluded from diluted capital calculations.
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Promoters of Affle 3i Limited have created encumbrances on a significant portion of their shareholding, affecting 54.91% of the company's total equity. AGPL Pte. Ltd. and Affle Holdings Pte. Ltd. established non-disposal undertakings on June 5, 2026, covering a combined total of 7.73 crore shares. The move was disclosed to the stock exchanges on June 7, 2026, in compliance with Regulation 31(1) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011.
The encumbrances were created in favor of two banking institutions: Citibank N.A. (Singapore Branch) and Hong Kong & Shanghai Banking Corporation Limited (Singapore Branch). Prior to this event, neither promoter group had any encumbered shares. The creation of these non-disposal undertakings represents the entire shareholding of the two promoter entities in the target company.
Breakdown of Encumbrances
The following table details the shareholding and the specific encumbrances created by the promoters:
| Promoter | Promoter Holding (Shares) | % of Total Share Capital | Type of Event | Date of Creation | No. of Shares Encumbered | % of Total Share Capital Encumbered |
|---|---|---|---|---|---|---|
| AGPL Pte. Ltd. | 20089555 | 14.27 | Creation | 05.06.2026 | 20089555 | 14.27 |
| Affle Holdings Pte. Ltd. | 57215465 | 40.64 | Creation | 05.06.2026 | 57215465 | 40.64 |
Additional Disclosures
The filing also noted that the company is currently in the process of issuing 74,00,000 warrants to the promoter, Affle Holdings Pte. Limited. However, the Special Resolution for this issuance is yet to be approved by the shareholders. Consequently, these warrants were not included in the calculation of the diluted share capital for the purpose of this disclosure. The disclosure was signed and submitted by Parmita Choudhury, Company Secretary & Compliance Officer of Affle 3i Limited.
Historical Stock Returns for Affle 3i
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +0.39% | +4.36% | -0.27% | -6.70% | -19.61% | +39.79% |
What is the specific purpose for which the promoters have raised funds by encumbering their entire shareholding?
How will the encumbrance of 54.91% of the equity impact the company's ability to raise future capital or pursue strategic acquisitions?
What are the potential risks to minority shareholders if the promoters face difficulties in servicing these financial obligations?
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