Affle 3i Limited's wholly owned step-down subsidiary, Affle MEA FZ-LLC (AMEA), has entered into a definitive asset purchase agreement with DT (NASDAQ: APPS), formerly Digital Turbine, Inc., to acquire select strategic AdColony assets. The acquisition includes 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 AMEA worldwide rights to use the AdColony SDKs, technology platform, and associated goodwill. Affle's deep verticalization strategy and expanded IP portfolio ensure enhanced human-vs-non-human data distillation to drive premium consumer conversions through its differentiated CPCU (Cost Per Converted User) business model.

"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."

The transaction enables DT to further focus investment and resources on its core media and distribution platforms. The filing was submitted to the exchanges in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Promoters of Affle 3i Limited have revised their disclosure regarding the creation of indirect encumbrances on 54.91% of the company's total paid-up equity shares. The revised filing, submitted to stock exchanges on June 12, 2026, confirms that AGPL Pte. Ltd. and Affle Holdings Pte. Ltd. established non-disposal undertakings on June 5, 2026. These encumbrances were created in favor of Axis Trustee Services Limited, acting as Security Agent, and Axis Trustee Services Limited, GIFT City branch, acting as Facility Agent, to secure a borrowing facility.

The facility agreement designates AGPL Pte. Ltd. as the borrower and Affle Holdings Pte. Ltd. as the guarantor. It involves a borrowing of USD 80 million with an incremental facility up to USD 170 million. The disclosure was made in compliance with Regulation 31(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The filing confirms that the entity is a scheduled commercial bank, public financial institution, NBFC, or housing finance company. No direct pledge has been created over the shares of Affle 3i Limited.

Breakdown of Shareholding and Encumbrances

The following table details the shareholding and the specific encumbrances created by the promoters:

Collectively, the promoters hold 7,73,05,180 fully paid-up equity shares, constituting 54.91% of the issued and paid-up share capital of the company. The total diluted share capital of Affle 3i Limited is 14,18,73,978 equity shares. The encumbrances arise from specific clauses in the facility agreement, including mandatory prepayment on change of control or share sale, and negative pledge provisions.

End Use of Funds

The borrowed amount of USD 80 million is designated for specific purposes related to the Promoter Group. The funds will be utilized for the buyback of shares from non-promoter shareholders, repayment of loans at the Promoter Group Company, or secondary purchase of listed company shares, with a maximum allocation of USD 70 million. Additionally, a minimum of USD 90 million is earmarked for the preferential issuance of capital instruments.