Affle 3i shareholders approve alteration of Articles of Association
- Shareholders approved alteration of Articles of Association with 99.9997% support
- Article 16(a) amended to allow flexibility in notice periods for share offers
- Article 59(c) deleted, permitting Board and Audit Committee meetings via video conferencing
- Voting turnout represented 84.87% of outstanding shares

*this image is generated using AI for illustrative purposes only.
Affle 3i Limited concluded its 31st Annual General Meeting (AGM) on September 22, 2026, with shareholders approving all proposed resolutions via remote e-voting and electronic voting during the meeting. The alteration of the Articles of Association (AOA) stands effective immediately from September 22, 2026.
The meeting, conducted through video conferencing, saw a voting turnout representing 84.87% of the company's outstanding shares. The resolutions included the adoption of audited financial statements for FY26, the reappointment of a non-executive director, and alterations to the Articles of Association.
Voting outcomes and shareholder participation
The AGM addressed three key items: two ordinary resolutions and one special resolution. The adoption of financial statements received overwhelming support, with 99.9998% of votes in favor. Only 293 votes were cast against this resolution.
The reappointment of Mr. Vivek Narayan Gour as Non-Executive Director was also approved, though it attracted slightly more dissent from institutional investors. Approximately 0.24% of total votes polled were against this resolution, primarily from institutional holders.
The special resolution regarding the alteration of the Articles of Association passed with 99.9997% support, indicating strong consensus among shareholders on governance structural changes.
What the numbers show
A distinct divergence in voting behavior emerged between public institutional investors and non-institutional shareholders regarding the director reappointment. While non-institutional shareholders voted almost unanimously in favor (99.99%), institutional investors cast 287,902 votes against Mr. Gour's reappointment, representing 0.82% of their total polled votes. This contrasts sharply with the near-zero opposition to the financial statement adoption and Articles alteration by the same institutional group.
Key voting statistics
| Resolution | Type | Votes in Favour (%) | Votes Against (%) | Total Votes Polled |
|---|---|---|---|---|
| Adoption of FY26 Financial Statements | Ordinary | 99.9998% | 0.0002% | 11,95,63,038 |
| Reappointment of Mr. Vivek Narayan Gour | Ordinary | 99.7588% | 0.2412% | 11,95,63,089 |
| Alteration of Articles of Association | Special | 99.9997% | 0.0003% | 11,95,63,089 |
Specific changes to Articles of Association
The approved alterations to the AOA include two specific amendments:
- Article 16(a): Insertion of the phrase "or such lesser number of days as may be prescribed" regarding the time limit for share offers. This allows for flexibility in notice periods if prescribed by regulations, while maintaining the standard minimum of 15 days and maximum of 30 days.
- Article 59(c): Deletion of the provision prohibiting Board and Audit Committee meetings through video conferencing. This removal aligns the company's governance framework with modern digital meeting practices, allowing these committees to conduct meetings virtually.
The meeting was chaired by Anuj Khanna Sohum, Chairperson, Managing Director & CEO. The scrutinizer's report confirmed that all resolutions were passed with the requisite majority under Section 108 of the Companies Act, 2013.
Historical Stock Returns for Affle 3i
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -0.49% | +1.58% | -7.35% | +23.85% | -25.77% | +60.81% |
What specific governance concerns drove institutional investors to oppose Mr. Vivek Narayan Gour's reappointment despite his overwhelming support from retail shareholders?
How will the removal of the prohibition on virtual Board and Audit Committee meetings impact Affle 3i's operational efficiency and decision-making speed in future quarters?
Does the amendment to Article 16(a) regarding share offer notice periods signal a strategic shift in Affle 3i's approach to capital raising or employee stock option plans?


































