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Affle 3I Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors hereby submits the Report of the business and operations of Affle 3i Limited
(formerly known as Affle (India) Limited) (âAffleâ or the âCompanyâ), along with the audited financial
statements, for the financial year ended March 31, 2025.

The results of operations for the year under review are given below:

FINANCIAL HIGHLIGHTS

(in INR million)

Particulars	Consolidated
Particulars
Revenue from contracts with customers	22,663.08	18,428.11	7,143.86	5,659.94
Other income	937.65	572.04	626.42	363.16
Total income	23,600.73	19,000.15	7,770.28	6,023.10
Total expenses	18,924.36	15,732.19	6,219.02	5,006.57
Profit before share of loss of an associate and tax	4,676.37	3,267.96	1,551.26	1,016.53
Share of loss of an associate	-	-	-	-
Profit before tax	4,676.37	3,267.96	1,551.26	1,016.53
Less: Current tax	892.58	664.25	374.19	261.41
Less: Deferred tax (credit) / charge	(34.90)	(368.92)	22.13	(4.45)
Profit for the year	3,818.69	2,972.63	1,154.94	759.57
Other comprehensive income / (loss) net of income tax	325.18	(0.52)	(1.71)	(0.68)
Total comprehensive income for the year	4,143.87	2,972.11	1,153.23	758.89
Non-controlling interests	-	(0.06)	-	-
Profit for the year attributable to equity holders of the parent	3,818.69	2,972.69	1,154.94	758.57
Total comprehensive income for the year attributable to equity holders of the parent	4,143.87	2,972.17	1,153.23	758.89
Earnings per equity share (Basic) - face value of INR 2/- each	27.23	21.91	8.24	5.60

REVIEW OF OPERATIONS
Consolidated Financial Review

During the year under review, the Company reported Revenue from contracts with customers of INR
22,663.08 million, a y-o-y increase of 23.0% from INR 18,428.11 million in the previous financial year. The
Company reported total income of INR 23,600.73 million, a y-o-y increase of 24.2% from INR 19,000.15
million in the previous financial year. Profit before tax registered a growth of 43.1% to stand at INR 4,676.37
million for the year under review as compared to INR 3,267.96 million in the previous financial year.
Profit after tax attributable to equity holders of the parent (after adjusting for non-controlling interests)
registered a growth of 28.5% to stand at INR 3,818.69 million for the year under review as compared to
INR 2,972.69 million in the previous financial year.

Total debt for the Company was INR 772.16 million as of March 31, 2025 and total cash and other bank
balances (including liquid investments) was INR 14,182.33 million as of March 31, 2025.

The Company generated cash flows from
operations of INR 4,259.91 million during the
year, a growth of 62.4% from INR 2,622.76 million
generated in the previous financial year.

Standalone Financial Review

During the year under review, the Company
reported Revenue from contracts with customers
of INR 7,143.86 million, a y-o-y increase of 26.2%
from INR 5,659.94 million in the previous financial
year. The Company reported total income of INR
7,770.28 million, a y-o-y increase of 29.0% from INR
6,023.10 million in the previous financial year. Profit
before tax stood at INR 1,551.26 million for the year
under review as compared to INR 1,016.53 million
in the previous financial year. Profit after tax stood
at INR 1,154.94 million for the year under review
as compared to INR 759.57 million in the previous
financial year.

On a standalone basis, the Company had no
debt as of March 31, 2025 and total cash & cash
equivalent (including âother bank balance'') was
INR 7,593.66 million as of March 31, 2025.

DIVIDEND

The Directors wish to invest the profits back
into the Company for further growth and
expansion and therefore do not recommend any
dividend for FY2024-25.

TRANSFER TO RESERVES

The Company did not transfer any amount to the
general reserve during the year.

MATERIAL CHANGE AND COMMITMENT
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR TO WHICH
THESE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT

No material change and commitment affecting
the financial position of the Company has
occurred between the end of the financial year to
which these financial statements relate and the
date of the report.

As on the date of this report, the Company has
changed its name from âAffle (India) Limitedâ to
âAffle 3i Limitedâ with effect from April 11, 2025.

CHANGE IN NATURE OF BUSINESS OF THE
COMPANY

There was no change in the nature of business
of the Company.

SHARE CAPITAL

The Authorised Share Capital of the Company is
INR 300,000,000/- divided into 150,000,000 equity
shares of face value INR 2/- each.

During the year 287,250 fully paid-up equity shares
of INR 2/- each were allotted to Affle (India) Limited
Employees'' Welfare Trust under Affle (India)
Limited Employee Stock Option Scheme - 2021.

Consequently, the issued, subscribed and paid-
up Share Capital of the Company has increased
to INR 280,992,620/- divided into 140,496,310 fully
paid-up equity shares of INR 2/- each.

FINANCIAL STATEMENTS OF SUBSIDIARIES
AND ASSOCIATES

A statement containing the salient features of
the financial statements of the subsidiaries in
the prescribed Form AOC-1 is annexed to this
Report as Annexure I.

CORPORATE GOVERNANCE

In terms of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (âListing Regulationsâ), a
separate section on âCorporate Governanceâ with
a detailed Report on Corporate Governance forms
part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion & Analysis Report for
the year under review as stipulated under Listing
Regulations is presented separately as part of
this Annual Report.

NUMBER OF MEETINGS OF THE BOARD OF
DIRECTORS

The Board of Directors of the Company met 5 (five)
times during the year under review. The details of
the meetings of the Board, including that of its
Committees, are given in the Report on Corporate
Governance forming part of this Annual Report.

ESTABLISHMENT OF THE VIGIL MECHANISM

The Company has an effective Vigil Mechanism /
Whistle Blower Policy that lays down the process
for raising concerns about unethical behavior,
actual or suspected fraud or violation of the
Company''s Code of Conduct or Ethics Policy. The
full text of the policy is available under investor
relations section on the website of the Company
at https://www.affle.com.

No complaints were received through the said
mechanism during the financial year ended
March 31, 2025.

PREVENTION OF SEXUAL HARRASSMENT
AGAINST WOMEN AT WORKPLACE

The Company is committed towards providing
a safe and conducive work environment to the
employees of the Company and also have in place,
a policy for Prevention of Sexual Harassment of
Women at Workplace and an Internal Complaints
Committee in accordance with the provisions
of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

One complaint was received by the Company
during the year under review. However, no
complaint is pending for resolution as on
March 31, 2025.

RISK MANAGEMENT POLICY

The Company has an effective risk management
procedure, which is governed at the highest level
by the Board of Directors, covering the process of
identifying, assessing, mitigating, reporting and
review of critical risks impacting the achievement
of Company''s objectives or threaten its existence.

To further strengthen & streamline the procedures
about risk assessment and minimisation
procedures, the Board of Directors has a Risk

Management Committee and has also formulated
a Risk Management Policy. The full text of the policy
is available under investor relations section on the
website of the Company at https://www.affle.com.

ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO
FINANCIAL STATEMENTS

The Company has in place adequate internal
financial controls with reference to financial
statements. During the year under review, such
controls were tested and no reportable material
weakness in the design or operation was observed.

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013

Particulars of investments made by the Company
in securities of other companies are set out in
note 5 of the Standalone Financial Statements
of the Company.

During the year the Company has invested in 1
equity share with face value of INR 10 each with
premium of INR 307,019 each and 25 Series D1
Compulsorily Convertible Preference Shares with
face value of INR 100 each with premium of INR
306,929 each amounting to INR 7,982,754 in Talent
Unlimited Online Services Private Limited.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts/
arrangements/transactions entered into by the
Company with related parties under Section 188(1)
of the Companies Act, 2013 were in the ordinary
course of business and on arm''s length basis.
Thus, the transactions reported in Form AOC-2
annexed to this Report as Annexure II are all at
arm''s length basis.

PUBLIC DEPOSITS

The Company has neither invited nor accepted
any deposits from the public falling within the
preview of Section 73 of the Act read with the
Companies (Acceptance of Deposits) Rules, 2014
during the year.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

During the year under review, the following
changes took place in the composition of the
Board of Directors and KMP:

1. Mr. Anuj Khanna Sohum designated as
Chairperson with effect from February 09, 2025

2. Mr. Sanjiv Kumar Chaudhary has been
appointed as Non-Executive Independent
Director and Mr. Charles Yong Jien Foong has
been appointed as Non-Executive Director,
with effect from October 01, 2024.

3. Ms. Reshma Prasad Virmani has been
appointed as Non-Executive Independent
Director with effect from February 08, 2025.

4. Ms. Noelia Amoedo Casqueiro, NonÂ¬
Executive Director, Mr. Vipul Kedia, Executive
Director and Ms. Lay See Tan, Non-Executive
Independent Director, resigned with effect
from July 01, 2024, October 01, 2024, and
February 09, 2025, respectively.

Further, Dr. Hanny Kusnadi has been appointed as
Non-Executive Independent Director with effect
from April 8, 2025.

In the opinion of the Board of Directors, the
Independent Directors appointed during the
year possess requisite integrity, experience and
proficiency. However, as per the declarations
received, Dr. Hanny Kusnadi and Ms. Reshma
Prasad Virmani are yet to pass the online
proficiency test conducted by the Indian Institute
of Corporate Affairs (IICA) and that they shall pass
the test within prescribed timelines.

Retire by Rotation

As per the provisions of the Companies Act, 2013,
Mr. Charles Yong Jien Foong, Non-Executive
Director, retires by rotation at the ensuing Annual
General Meeting and, being eligible, seeks reÂ¬
appointment. The Board recommends his
re-appointment.

Key Managerial Personnel

During the year under review, the following
persons were designated as Key Managerial

Personnel of the Company pursuant to Section
2(51) and Section 203 of the Act, read with the
Rules framed thereunder:

Mr. Anuj Khanna Sohum, Chairperson, Managing
Director & Chief Executive Officer

Mr. Kapil Mohan Bhutani, Chief Financial &
Operations Officer

Ms. Parmita Choudhury, Company Secretary &
Compliance Officer

POLICY ON DIRECTORSâ APPOINTMENT
AND REMUNERATION

The Nomination & Remuneration Committee has
framed a policy for selection and appointment
of Directors including determining qualifications
and independence of a Director, Key Managerial
Personnel (KMP), Senior Management Personnel
and their remuneration as part of its charter and
other matters provided under Section 178(3) of the
Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act,
2013, the Nomination & Remuneration Policy of
the Company which lays down the criteria for
determining qualifications, competencies, positive
attributes and independence for appointment of
Directors and policies of the Company relating
to remuneration of Directors, KMP and Senior
Management Personnel is available under investor
relations section on the Company''s website at
https://www.affle.com.

Further, the Company also has a Board Diversity
Policy to assure that the Board is fully diversified
and comprises of an ideal combination of
Executive and Non-Executive Directors, including
Independent Directors, with diverse backgrounds.

DECLARATION FROM INDEPENDENT
DIRECTORS

The Company received declaration from
Independent Directors in accordance with
Section 149(7) of the Companies Act, 2013 and
Listing Regulations, that he/she meets the criteria
of independence as laid out in sub-section (6)
of Section 149 of the Companies Act, 2013 and
Listing Regulations.

PERFORMANCE EVALUATION OF THE
BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act,
2013 and Listing Regulations, the Board carried
out an annual performance evaluation of its own
performance, the Directors individually, as well as
the evaluation of the working of its Committees.

The Board evaluation was conducted through
questionnaire designed with qualitative
parameters and feedback based on ratings.
Evaluation of the Board was based on criteria
such as composition and role of the Board, Board
communication and relationships, functioning
of Board Committees, review of performance of
Executive Directors and strategic planning.

Evaluation of Committees was based on criteria
such as adequate independence of each
Committee, frequency of meetings and time
allocated for discussions at meetings, functioning
of Board Committees and effectiveness of its
advice/recommendation to the Board.

Evaluation of Directors was based on criteria
such as participation and contribution in Board
and Committee meetings, experience and
expertise to provide feedback and guidance
to top management on business strategy,
governance, risk and understanding of the
organisation''s strategy.

The outcome of the Board Evaluation for the
financial year 2024-25 was discussed by the
Independent Directors at its meeting held on
March 29, 2025, and by the Board at its meeting
held on May 10, 2025.

INDEPENDENT DIRECTORS MEETING

A separate meeting of Independent Directors
without the attendance of Executive Directors
and members of management was held on
March 29, 2025.

ANNUAL RETURN

Section 92(1) of the Act is available on the website
of the Company https://affle.com/pdf/2025/Annual-
Return-FY2024-25.pdf.

STATUTORY AUDITORS

Walker Chandiok & Co LLP, Chartered Accountants
(Firm Registration No. 001076N/N500013) were
appointed as the Statutory Auditors of the
Company at the 28^th Annual General Meeting of
the Company held on September 22, 2023, to hold
office for a term of five consecutive years from the
conclusion of 28^th Annual General Meeting till the
conclusion of 33^rd Annual General Meeting of the
Company to be held in the year 2028.

The notes on financial statements referred to in
the Auditors'' Report are self-explanatory and do
not call for any further comments.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed
Kiran Sharma & Co., Company Secretaries as the
Secretarial Auditors of the Company to undertake
Secretarial Audit of the Company for the FY2024-
25. The Secretarial Audit Report is annexed to this
Report as Annexure III.

The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

INTERNAL AUDITORS

Mazars Advisory LLP performed the duties of
Internal Auditors of the Company for FY2024-25,
and their Reports were reviewed by the Audit
Committee quarterly.

The Company had appointed Protiviti
Global Business Consulting as the Internal
Auditors for FY2025-26.

DETAILS ON CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES

The Annual Report on CSR activities of the
Company in prescribed format is annexed to this
Report as Annexure IV.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability
Report in accordance with the Listing
Regulations, is presented separately as part of
this Annual Report.

INFORMATION RELATING TO ENERGY
CONSERVATION, TECHNOLOGY ABSORPTION,
AND FOREIGN EXCHANGE EARNINGS AND
OUTGO

(a) Conservation of energy

The Company being in the mobile advertising
technology business is relatively less resource
intensive in terms of material inputs. However,
as a responsible corporate entity, the
Company endeavours to reduce its energy
consumption by tracking the consumption of
resources critically.

(b) Technology absorption and innovation

Affle remains committed to continuous
innovation and the strategic absorption
of advanced technologies to deliver longÂ¬
term, sustainable and profitable growth
for its stakeholders. Guided by Affle 3i
strategy anchored on Innovation, Impact
and Intelligence, the Company advanced
its technological capabilities during the
year under review across the following
key focus areas:

1. Data Science and AI Developments:

The Company deepened its data science
capabilities and AI expertise through
strategic hiring, cross-training, and
global partnerships. Advanced models
in machine learning, analytics and
generative AI were deployed to enhance
campaign precision, drive operational
efficiency and deliver stronger product
performance. The Company also engaged
with leading cloud providers, participated
in external conferences and leveraged
third-party training to stay current with
the latest technological advancements.
This comprehensive approach reinforced
intelligence-led decision-making across
platforms, enhancing both operational
efficiency and profitability.

2. Personalised Consumer

Recommendations and Creative
Intelligence: AI-driven personalisation
remained central to Affle''s consumer
engagement. The Company advanced its
SDKs and adaptive campaign intelligence
to augment contextual app discovery
and personalized recommendations.
Generative AI was leveraged to automate
creative production at scale, hyper-
contextualise creatives while maintaining
brand consistency, resulting in higher user
engagement and ROI for advertisers.

3. User Acquisition and Growth

Marketing: The Company strengthened
user acquisition platforms with
advanced AI frameworks for improved
pacing, targeting and transparency.
A centralised campaign intelligence
dashboard integrated insights from the
measurement partners, empowering
marketers with real-time decision-making
tools. The Company expanded its access
to premium inventory through global SSP
partnerships, which further boosted app
growth opportunities. Further, specialised
AI models were also introduced for gaming
and monetisation sectors, particularly
designed to operate effectively in privacy-
restricted environments.

4. User Re-engagement and Retention:

Building on its privacy-first approach,
Affle enhanced re-engagement solutions
with Android Privacy Sandbox integration,
advanced reporting features and
compliance with the Transparency and
Consent Framework. These initiatives
ensured visibility into campaign spends,
protected user trust and improved
retention outcomes in regulated and
high-growth markets alike.

5. Connected TV Advertising and
Engagement: Affle expanded its CTV
capabilities to connect brands with
consumers seamlessly across devices.
A Unified Advertising Console with
intelligent budget optimisation was
introduced, alongside AI-powered

contextual targeting to classify CTV
content and improve precision. New
cross-device attribution frameworks
linked CTV campaign outcomes directly
to mobile app growth, maximising
advertiser effectiveness. CTV capabilities
were further enhanced with Autopilot for
dynamic performance goal optimisation
and white-label support for scalable
advertiser onboarding.

6. Premium App Search and Discovery:

Through its proprietary AI-powered Apple
Search Ads engine, Affle strengthened in-
app search and discovery. Key innovations
included a 360-degree campaign
command centre, automation tools to
reduce manual management, and AI-
driven creative generators to deliver more
impactful ad formats. These advances
reinforced premium search as a high-
performing growth channel.

7. DevOps Developments: Affle''s DevOps
team advanced automation, security, and
efficiency through secure CI/CD pipelines,
embedded security validations, and best-
in-class cloud practices. Internal training
on secure DevOps, along with standardised
processes and documentation, further
strengthened resilience, compliance
and scalability across the organisation. In
addition, close collaboration with Amazon
Cloud and Google Cloud enabled adoption
of best-in-class cloud-native practices to
bolster platform security and efficiency.

8. Governance and Process: The Company
reinforced its governance and security
architecture by embedding best-in-class IT
controls. ISO/IEC 27001:2022 certifications
were expanded, Data Protection
Trustmark (DPTM) recertification was
initiated, and monitoring capabilities were
upgraded with control tower tools and
VPN & DLP enhancements. Continuous
integration pipelines with embedded
security validations ensured resilient and
scalable operations across platforms.

9. Generative AI: The Company began
to integrate generative AI across
organisational workflows, including
coding, HR, operations, creative design
and product innovation, driving
higher productivity, faster turnaround
and sharper intelligence. This crossÂ¬
functional adoption demonstrates Affle''s
commitment to embedding AI-led
intelligence at scale, aligned with the â3iâ
ethos of continuous innovation.

The Foreign Exchange earned in terms of
actual inflows and the Foreign Exchange in
terms of actual outflows, during the FY2024-
25 are as follows:

Earnings	3,549.31
Outgo	3,228.40

PARTICULARS OF EMPLOYEES

Details of the top ten employees in terms of
remuneration drawn, as required under the
provisions of Section 197 of the Act, read with Rules
5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, is annexed to this Report as Annexure V.

The ratio of remuneration of each Director and Key
Managerial Personnel to the median of employees''
remuneration, the percentage increase in
remuneration, as required under the provisions
of Section 197(12) of the Companies Act, 2013 read
with Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 is annexed to this Report as Annexure VI.

There were no employees who were employed
throughout the financial year or part thereof, by
himself/ herself or along with his/ her spouse and
dependent children, held more than two percent
of the equity shares of the Company.

Further, there are no employees posted and
working outside India and drawing salary in excess
of the prescribed limits under the above Rules and
accordingly, the statement included in this Report

does not contain the particulars of employees who
are posted and working outside India.

EMPLOYEE STOCK OPTION

The details of the employee stock option as per Rule
12 of the Companies (Share Capital and Debentures)
Rules, 2014 and SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021
(âSBEB Regulationsâ) is available on our website at
https://affle.com/pdf/2025/Esop-
Disclosure-(2024-25).pdf

A certificate from the Secretarial Auditor of the
Company that the Scheme is implemented in
accordance with the SBEB Regulations shall
be obtained and the same would be available
at the Annual General Meeting for inspection
by shareholders.

SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES

As on March 31, 2025, the Company has the
following subsidiary and step-down subsidiaries:

â¢ Affle International Pte. Ltd., Singapore (Wholly
owned Subsidiary with effect from April 1,2018)

â¢ PT. Affle Indonesia, Indonesia (Step-down
Subsidiary with effect from July 1, 2018)

on August 7, 2021, and the shareholders'' approval
through special resolution passed on September 23,
2021, the Company instituted Affle (India) Limited
Employee Stock Option Scheme - 2021 (âSchemeâ).
Pursuant to a Trust Deed dated October 28, 2021, a
Trust by the name âAffle (India) Limited Employees''
Welfare Trustâ (âTrustâ) has been set up for
implementation of the Scheme. The current trustee
of the Trust is Axis Trustee Services Limited.

During FY2024-25, the Nomination & Remuneration Committee approved the grant of the
following stock options:

S.	Date of Grant	No. of options	Exercise Price
No.	Date of Grant	granted	(in INR)
1.	June 03, 2024	161,320	1,137.50
2.	January 01, 2025	57,001	1,050.00
3.	January 23, 2025	435,160	1,530.00
4.	January 23, 2025	59,501	1,050.00

â¢ Affle MEA FZ-LLC, Dubai (Step-down

Subsidiary with effect from April 1, 2019)

â¢ Affle Iberia S.L, Spain (earlier known as

Mediasmart Mobile S.L.) (Step-down

Subsidiary with effect from January 22, 2020)

â¢ Appnext Pte. Ltd., Singapore (Step-down

Subsidiary with effect from June 8, 2020)

â¢ Appnext Technologies Limited, Israel (Step-
down Subsidiary with effect from July 19, 2020)

â¢ Jampp (Ireland) Ltd., Ireland (Step-down

Subsidiary with effect from July 1, 2021)

â¢ Atommica LLC, USA (Step-down Subsidiary
with effect from July 1, 2021)

â¢ Jampp EMEA GmbH, Germany (Step-down
Subsidiary with effect from July 1, 2021)

â¢ Jampp APAC Pte. Ltd., Singapore (Step-down
Subsidiary with effect from July 1, 2021)

â¢ Jampp HQ S.A., Argentina (earlier known
as Devego S.A.) (Step-down Subsidiary with
effect from July 1, 2021)

e) the Directors have laid down internal financial
controls to be followed by the Company and
that such financial controls are adequate and
were operating effectively.

f) the Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

â¢ Affle (UK) Limited (earlier known as Jampp
Ltd., UK) (Step-down Subsidiary with effect
from July 1, 2021)

â¢ Affle Brazil Ltda. (earlier known as Jampp
Veiculacao de Publicidade Limitada) (Step-
down Subsidiary with effect from July 1, 2021)

â¢ Affle Inc., USA (earlier known as YouAppi
Inc.) (Step-down Subsidiary with effect
from May 1, 2023)

â¢ Affle Israel Ltd. (earlier known as YouAppi
Limited, Israel) (Step-down Subsidiary with
effect from May 1, 2023)

â¢ YouAppi Japan Co. Ltd., Japan (Step-down
Subsidiary with effect from May 1, 2023)

â¢ Affle Inc. (Korea Branch) (earlier known as
YouAppi Inc. Korea Branch) (Step-down
Subsidiary with effect from May 1, 2023)

â¢ YouAppi India Private Limited, India (Step-
down Subsidiary with effect from May 1, 2023)

â¢ YouAppi GmbH, Germany (Step-down
Subsidiary with effect from May 1, 2023)

Notes:

1. With effect from May 1, 2024, Jampp Inc. has
merged with Affle Inc.

2. The Company does not have any
Associate Company or Joint Venture as on
March 31, 2025.

MAINTENANCE OF COST RECORDS AS
SPECIFIED BY THE CENTRAL GOVERNMENT
UNDER SUB-SECTION (1) OF SECTION 148
OF THE COMPANIES ACT, 2013

The provisions of maintenance of cost records
as specified by the Central Government under
sub-section (1) of Section 148 of the Act are not
applicable to the Company.

DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016 DURING THE YEAR ALONGWITH THEIR
STATUS AS AT THE END OF THE FINANCIAL
YEAR

During the financial year 2024-25, no application
was made and no proceedings were initiated/
pending under Insolvency and Bankruptcy Code,
2016 by the financial and/or operational Creditors
against the Company.

As on the date of this report, there is no application
or proceeding pending against the Company
under Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE-TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF

The Company has not entered into any one-time
settlement with its creditors and has not taken
any loan from any Banks or Financial Institutions
during the financial year 2024-25.

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS,
COURTS AND TRIBUNALS

No significant and material order has been passed
by the regulators, courts, tribunals impacting
the going concern status and Company''s
operations in future.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5)
of the Companies Act, 2013, the Board hereby
submit its responsibility Statement:

a) in the preparation of the Annual Accounts,
the applicable accounting standards have
been followed along with proper explanation
relating to material departures.

b) the Directors have selected such accounting
policies and applied them consistently and
made judgements and estimates that are
reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company
as at March 31, 2025 and of the profit of the
Company for that year.

c) the Directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of this Act for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities.

d) the Directors have prepared the annual
accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors place on record their sincere thanks
to the customers, employees, bankers, business
associates, consultants, various Government
Authorities and other stakeholders for their
continued support extended to the Company
during the year under review. Your Directors also
acknowledge gratefully the shareholders for their
support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Affle 3i Limited
(Formerly known as Affle (India) Limited)

Anuj Khanna Sohum

Date: May 10, 2025 Chairperson, Managing Director & Chief Executive Officer

Place: Singapore DIN: 01363666

Mar 31, 2024

The Board of Directors hereby submits the Report of the business and operations of Affle (India) Limited (âAffleâ or the âCompanyâ), along with the audited financial statements, for the financial year ended March 31,2024.

The results of operations for the year under review are given below:

FINANCIAL HIGHLIGHTS

(in INR million)

Particulars	Consolidated		Standalone
Particulars	FY2023-24	FY2022-23	FY2023-24	FY2022-23
Revenue from contracts with customers	18,428.11	14,339.56	5,659.94	4,947.97
Other income	572.04	543.24	363.16	225.69
Total income	19,000.15	14,882.80	6,023.10	5,173.66
Total expenses	15,732.19	12,060.18	5,006.57	4,273.25
Profit before share of loss of an associate and tax	3,267.96	2,822.62	1,016.53	900.41
Share of loss of an associate	-	(7.11)	-	-
Profit before tax	3,267.96	2,815.51	1,016.53	900.41
Less: Current tax	664.25	371.12	261.41	237.50
Less: Deferred tax (credit) / charge	(368.92)	(10.27)	(4.45)	(5.87)
Profit for the year	2,972.63	2,454.66	759.57	668.78
Other comprehensive income / (loss) net of income tax	(0.52)	438.50	(0.68)	(0.65)
Total comprehensive income for the year	2,972.11	2,893.16	758.89	688.13
Non-controlling interests	(0.06)	8.77	-	-
Profit for the year attributable to equity holders of the parent	2,972.69	2,445.89	758.57	668.78
Total comprehensive income for the year attributable to equity holders of the parent	2,972.17	2,884.39	758.89	668.13
Earnings per equity share - face value of INR 2/- each	21.91	18.43	5.60	5.02

REVIEW OF OPERATIONS

Consolidated Financial Review

During the year under review, the Company reported Revenue from contracts with customers of INR 18,428.11 million, a y-o-y increase of 28.51% from INR 14,339.56 million in the previous financial year. The Company reported total income of INR 19,000.15 million, a y-o-y increase of 27.67% from INR 14,882.80 million in the previous financial year. Profit before tax registered a growth of 16.07% to stand at INR 3,267.96 million for the year under review as compared to INR 2,815.51 million in the previous financial year. Profit after tax attributable to equity holders of the parent (after adjusting for non-controlling interests) registered a growth of 21.54% to stand at INR 2,972.69 million for the year under review as compared to INR 2,445.89 million in the previous financial year.

Total debt for the Company was INR 17,77.36 million as of March 31,2024 and total cash & cash equivalent (including âother bank balance'') was INR 12,365.47 million as of March 31,2024.

The Company generated cash flows from operations of INR 2,622.76 million during the year, a growth of

0.76% from INR 2,603.03 million generated in the previous financial year.

Standalone Financial Review

During the year under review, the Company reported Revenue from contracts with customers of INR 5,659.94 million, a y-o-y increase of 14.39% from INR 4,947.97 million in the previous financial year. The Company reported total income of INR 6,023.10 million, a y-o-y increase of 16.42% from INR 5,173.66 million in the previous financial year. Profit before tax stood at INR 1,016.53 million for the year under review as compared to INR 900.41 million in the previous financial year. Profit after tax stood at INR 759.57 million for the year under review as compared to INR 668.78 million in the previous financial year.

On a standalone basis, the Company had no debt as of March 31, 2024 and total cash & cash equivalent (including âother bank balance'') was INR 6,592.77 million as of March 31,2024.

DIVIDEND

The Directors wish to invest the profits back into the Company for further growth and expansion, and therefore do not recommend any dividend for FY2023-24.

TRANSFER TO RESERVES

The Company did not transfer any amount to the general reserve during the year.

MATERIAL CHANGE AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material change and commitment affecting the financial position of the Company has occurred between the end of the financial year to which these financial statements relate and the date of the report.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY

There was no change in the nature of business of the Company.

SHARE CAPITAL

The Authorised Share Capital of the Company is INR 300,000,000/- divided into 150,000,000 equity shares of face value INR 2/- each.

During the year, the Company had allotted 6,900,000 (Sixty-Nine Lakh) fully paid-up equity shares of INR 2/- each, in accordance with the applicable provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and provisions of the Companies Act, 2013 and rules made thereunder, at a price of INR 1,085.54/- (including a premium of INR 1,083.54/-) per equity share, on a preferential basis, by way of private placement, to Gamnat Pte. Ltd. for an aggregate consideration of INR 7,490,226,000 (Rupees Seven Hundred Forty Nine Crores Two Lakhs Twenty Six Thousand Only).

Further, during the year 20,000 fully paid-up equity shares of INR 2/- each and 38,000 fully paid-up equity shares of INR 2/- each were allotted to Affle (India) Limited Employees'' Welfare Trust under Affle (India) Limited Employee Stock Option Scheme - 2021 on September 21, 2023 and February 20, 2024 respectively.

Consequently, the issued, subscribed and paid-up Share Capital of the Company has increased to INR 280,418,120/- divided into 140,209,060 fully paid-up equity shares of INR 2/- each.

BUSINESS ACQUISITIONS AND STRATEGIC INVESTMENT

Acquisitions

YouAppi Inc.

On May 24, 2023, Affle International Pte. Ltd. (âAINT''), a wholly owned subsidiary of the Company had entered into a definitive share purchase agreement ("SPA") to acquire 100% shares and control in YouAppi Inc. ("YouAppi") for a consideration of USD 45 million (equivalent to INR 3,750.35 million) including contingent incremental

consideration of USD 9 million (equivalent to INR 750.07 million) payable after one year from the date of completion of SPA.

Strategic Investments

Explurger Private Limited

On January 2, 2024, the Company had entered into a definitive âSeries A Share Subscription and Shareholders Agreement'' to acquire 9.03% ownership (on a fully diluted basis), in Explurger Private Limited, for a consideration of INR 372.97 million (the âTransactionâ), through investment in 1,780 Series A Compulsorily Convertible Preference Shares. The Transaction was completed on January 16, 2024.

FINANCIAL STATEMENTS OF SUBSIDIARIES AND ASSOCIATES

A statement containing the salient features of the financial statements of the subsidiaries in the prescribed Form AOC-1 is annexed to this Report as Annexure I.

CORPORATE GOVERNANCE

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), a separate section on âCorporate Governanceâ with a detailed Report on Corporate Governance forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion & Analysis Report for the year under review as stipulated under Listing Regulations is presented separately as part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board ofDirectors of the Company met 8 (Eight) times during the year under review. The details of the meetings of the Board, including that of its Committees are given in the Report on Corporate Governance forming part of this Annual Report.

ESTABLISHMENT OF THE VIGIL MECHANISM

The Company has an effective Vigil Mechanism / Whistle Blower Policy that lays down the process for raising concerns about unethical behavior,

actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The full text of the policy is available under the investor relations section on the website of the Company at https://www.affle.com.

No complaints were received through the said mechanism during the financial year ended March 31,2024.

RISK MANAGEMENT POLICY

The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors, covering the process of identifying, assessing, mitigating, reporting and reviewing critical risks that can impact achievement of the Company''s objectives or can threaten its existence.

To further strengthen & streamline the procedures about risk assessment and minimization procedures, the Board of Directors has a Risk Management Committee and has also formulated a Risk Management Policy. The full text of the policy is available under the investor relations section on the website of the Company at https://www.affle.com.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of investments made by the Company in securities of other companies are set out in note 5 of the Standalone Financial Statements of the Company.

During the year under review, the Company extended a loan of USD 14 million to its wholly owned subsidiary, Affle International Pte. Ltd. (AINT), out of which USD 11 million was repaid by AINT on August 10, 2023. Further a loan of USD 20 million was granted to AINT out of the proceeds of the preferential issue as per the objects of the issue.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts/ arrangements/transactions entered into by the Company with related parties under Section 188(1) of the Companies Act, 2013 were in the ordinary course of business and on arm''s length basis. Thus, the transactions reported in Form AOC-2 annexed to this Report as Annexure II are all at arm''s length basis.

PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposits from the public falling within the preview of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Elad Shmuel Natanson resigned as Non-Executive Director with effect from November 4, 2023.

Retire by Rotation

As per the provisions of the Companies Act, 2013, Mr. Anuj Kumar, Non-Executive Director retires by rotation at the ensuing Annual General Meeting and, being eligible, seeks re-appointment. The Board recommends his re-appointment.

Key Managerial Personnel

During the year under review, the following persons were designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:

Mr. Anuj Khanna Sohum, Managing Director & Chief Executive Officer

Mr. Vipul Kedia, Executive Director

Mr. Kapil Mohan Bhutani, Chief Financial & Operations Officer

Ms. Parmita Choudhury, Company Secretary & Compliance Officer

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination & Remuneration Policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and Senior Management Personnel is available under investor relations section on the Company''s website at https://www.affle.com.

Further, the Company also has a Board Diversity Policy to assure that the Board is fully diversified and comprises an ideal combination of Executive and Non-Executive Directors, including Independent Directors, with diverse backgrounds.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company received declaration from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013 and Listing Regulations, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Regulations.

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Committees.

The Board evaluation was conducted through a questionnaire designed with qualitative parameters

and feedback based on ratings. Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance of Executive Directors and strategic planning.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, experience and expertise to provide feedback and guidance to top management on business strategy, governance, risk and understanding of the organisation''s strategy.

The outcome of the Board Evaluation for the financial year 2023-24 was discussed by the Independent Directors at its meeting held on March 29, 2024, and by the Board at its meeting held on May 24, 2024.

INDEPENDENT DIRECTORS MEETING

A separate meeting of Independent Directors without the attendance of Executive Directors and members of management was held on March 29, 2024.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return of the Company for the financial year 2023-24 prepared in accordance with Section 92(1) of the Act is available on the website of the Company at https://affle.com/ images/pdf/2024/Annual-Return-FY2023-24.pdf.

STATUTORY AUDITORS

Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) were

appointed as the Statutory Auditors of the Company at the 28^th Annual General Meeting of the Company held on September 22, 2023, in place of the retiring Statutory Auditors, M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004), to hold office for a term of five consecutive years from the conclusion of 28^th Annual General Meeting till the conclusion of 33^rd Annual General Meeting of the Company to be held in the year 2028.

The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Kiran Sharma & Co., Company Secretaries as the Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for the FY2023-24. The Secretarial Audit Report is annexed to this Report as Annexure III.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS

Mazars Advisory LLP performs the duties of Internal Auditors of the Company, and their Report is reviewed by the Audit Committee quarterly.

DETAILS ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Annual Report on CSR activities of the Company in prescribed format is annexed to this Report as Annexure IV.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report in accordance with the Listing Regulations, is presented separately as part of this Annual Report.

INFORMATION RELATING TO ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Conservation of energy

The Company, being in the mobile advertising technology business, is relatively less resource intensive in terms of material inputs. However, as a responsible corporate entity, the Company endeavors to reduce its energy consumption by tracking the consumption of resources critically.

(b) Technology absorption and innovation

The Company innovates and enhances its technology capabilities to deliver sustainable, profitable growth to all its shareholders. During the year, the Company has worked towards building expertise in the following technology domains:

1. Data Science Developments: During the year, we continued to grow the data science team both organically and inorganically through hiring. Affle, during this year, continued to cross-train developers in data science roles and organically train developers on generative AI, machine learning/data science, analytics, and statistics. Inorganically, we engaged with cloud providers, external conferences, and external training to ramp up our understanding of the latest technologies to improve our margins/efficiencies.

2. Jampp: Jampp also improved its intelligence with AI/ML initiatives, such as deeper models, multi-level models, improved pacing, and models for the latest in Apple''s iOS 17 increase in limited ad tracking capabilities.

3. Appnext: Appnext expands its

recommendations with an OEM Store, adding more ways of interaction and better support for ad formats like Native Ads. Appnext also continues to improve its Out-of-Box Experience (OOBE) solution, integrating improved folder installation, tablet support, minus 1 screen and widget support.

4. Mediasmart: Among many other innovations, Mediasmart launched several features on its platform based on a couple of different LLMs, making generative AI technology available to advertisers for advanced targeting solutions. Additionally, Mediasmart continued to evolve its CTV offering by developing new optimization algorithms for cross-screen campaigns. These algorithms aim to maximize results in campaigns that use CTV ads to drive action in other digital devices, such as mobile devices.

5. Newton: Newton is an intelligent and AI-driven engine that runs effective campaigns on Apple Search Ads for advertisers and brings together data from MMPs in a single funnel view. While our groundbreaking module âTelescopeâ acts as an intelligent and intuitive health card for the advertiser''s app campaigns, the Automation engine offloads the human tasks by managing and monitoring the campaigns effectively. Powered by GenAI, the Keyword planner and custom Product Pages help to get better conversions, resulting in greater scale at lower CAC.

6. Youappi: Among its various innovations, YouAppi has started designing its product to be compatible with the Android Privacy Sandbox. To address the absence of the Google Advertising Identifier (GAID) in retargeting campaigns, algorithmic advancements are necessary. Specifically, the machine learning algorithm responsible for programmatic bidding on ad placements must now rely on an entirely new dataset and an innovative approach to calculate bid values.

7. DevOps Developments: Our DevOps team continually improves our infrastructure costs by working closely with the cloud providers to ensure that we optimize for the most optimum costs. The DevOps team has integrated this learning into the governance and processes within Affle. The team also continually improves our automation and security within the system. In the year, we have implemented

additional security checks and ensured systems adopt appropriate security for our internal as well as 3^rd party applications deployed internally and externally.

8. Governance and Process: Apart from our using ITGC (IT General Controls) audits, during the year under review, we have:

a. We have obtained ISO27001 for Youappi.

b. Initiated ISO27001 certification for our Affle International entity.

c. Implemented numerous controls, including using tools like a control tower from AWS to improve our security posture.

9. Generative AI: Generative AI is extensively used within Affle in almost all areas of the organisation. Integrating this in our coding, processes, HR, creativity and products has been key in improving efficiency and intelligence within our systems. Affle also filed 15 patents related to Generative AI during this period.

(c) Foreign exchange earnings and outgo

The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange in terms of actual outflows, during the FY2023-24 are as follows:

Earnings	5,15,123,178.08
Outgo	41,48,057,529.53

PARTICULARS OF EMPLOYEES

Details of the top ten employees in terms of remuneration drawn, as required under the provisions of Section 197 of the Act, read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure V.

The ratio of remuneration of each Director and Key Managerial Personnel to the median of employees'' remuneration, the percentage increase in remuneration, as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure VI.

There were no employees who were employed throughout the financial year or part thereof, by himself/ herself or along with his/ her spouse and dependent children, held more than two percent of the equity shares of the Company.

Further, there are no employees posted and working outside India and drawing salary in excess of the prescribed limits under the above Rules and accordingly, the statement included in this Report does not contain the particulars of employees who are posted and working outside India.

EMPLOYEE STOCK OPTION

The Company believes in motivating employees and rewarding them for their continuous hard work, dedication and support, which has led the Company on the growth path. In view of the above, pursuant to a resolution of the Board of Directors passed on August 7, 2021, and the shareholders'' approval through special resolution passed on September 23, 2021, the Company instituted Affle (India) Limited Employee Stock Option Scheme -2021 (âSchemeâ). Pursuant to a Trust Deed dated October 28, 2021, a Trust by the name âAffle (India) Limited Employees'' Welfare Trustâ (âTrustâ) has been set up for implementation of the Scheme. The current trustee of the Trust is Axis Trustee Services Limited.

During FY2023-24, the Scheme was amended vide resolution of shareholders passed at Annual General Meeting held on September 22, 2023, for the benefit of proposed grantees who are tax residents of countries other than India and on March 7, 2024 vide resolution passed by the Board of Directors to grant additional powers to the Nomination & Remuneration Committee. The amendments were in the interests of the current option grantees of the Company and were in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

During FY2023-24, the Nomination & Remuneration Committee approved the grant of 189,420 stock options to eligible employees at an exercise price of INR 1,127 with the effective grant date being December 11,2023.

The details of the employee stock option as per Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,

2021 (âSBEB Regulationsâ) is available on our website at https://affle.com/images/pdf/2024/ Esop-Disclosure-(2023-24).pdf.

A certificate from the Secretarial Auditor of the Company that the Scheme is implemented in accordance with the SBEB Regulations shall be obtained and the same would be available at the Annual General Meeting for inspection by shareholders.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31, 2024, the Company has the following subsidiary and step-down subsidiaries:

â¢ Affle International Pte. Ltd., Singapore (Wholly owned Subsidiary with effect from April 1,2018)

â¢ PT. Affle Indonesia, Indonesia (Step-down Subsidiary with effect from July 1,2018)

â¢ Affle MEA FZ-LLC, Dubai (Step-down Subsidiary with effect from April 1,2019)

â¢ Affle Iberia S.L, Spain (earlier known as Mediasmart Mobile S.L.) (Step-down Subsidiary with effect from January 22, 2020)

â¢ Appnext Pte. Ltd., Singapore (Step-down Subsidiary with effect from June 8, 2020)

â¢ Appnext Technologies Limited, Israel (Step-down Subsidiary with effect from July 19, 2020)

â¢ Jampp (Ireland) Ltd., Ireland (Step-down Subsidiary with effect from July 1,2021)

â¢ Atommica LLC, USA (Step-down Subsidiary with effect from July 1,2021)

â¢ Jampp EMEA GmbH, Germany (Step-down Subsidiary with effect from July 1,2021)

â¢ Jampp APAC Pte. Ltd., Singapore (Step-down Subsidiary with effect from July 1,2021)

â¢ Jampp HQ S.A., Argentina (earlier known as Devego S.A.) (Step-down Subsidiary with effect from July 1,2021)

â¢ Jampp Inc., USA (Step-down Subsidiary with effect from July 1,2021)

â¢ Jampp Ltd., UK (Step-down Subsidiary with effect from July 1,2021)

â¢ Jampp Veiculacao de Publicidade Limitada (Step-down Subsidiary with effect from July 1,2021)

â¢ YouAppi Inc. (Step-down Subsidiary with effect from May 1,2023)

â¢ YouAppi Limited, Israel (Step-down Subsidiary with effect from May 1,2023)

â¢ YouAppi Japan Co. Ltd., Japan (Step-down Subsidiary with effect from May 1,2023)

â¢ YouAppi Inc. Korea Branch (Step-down Subsidiary with effect from May 1,2023)

â¢ YouAppi India Private Limited, India (Step-down Subsidiary with effect from May 1,2023)

â¢ YouAppi GmbH, Germany (Step-down

Subsidiary with effect from May 1,2023)

Notes:

1. With effect from May 1, 2024, Jampp Inc. has merged with Affle Inc.

2. The Company does not have any Associate Company or Joint Venture as on March 31,2024.

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

The provisions of maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act are not applicable to the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the financial year 2023-24, no application was made and no proceedings were initiated/ pending under Insolvency and Bankruptcy Code, 2016 by the financial and/or operational Creditors against the Company.

As on the date of this report, there is no application or proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not entered into any one-time settlement with its creditors and has not taken any loan from any Banks or Financial Institutions during the financial year 2023-24.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submit its responsibility Statement:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that year.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors have prepared the annual accounts on a going concern basis.

e) the Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively.

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors place on record their sincere thanks to the customers, employees, bankers, business associates, consultants, various Government Authorities and other stakeholders for their continued support extended to the Company during the year under review. Your Directors also acknowledge the shareholders gratefully, for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors Affle (India) Limited

Anuj Khanna Sohum Vipul Kedia

Managing Director & Director

Chief Executive Officer DIN: 08234884

DIN: 01363666

Date: 24.05.2024 Date: 24.05.2024

Place: Singapore Place: Gurugram

Mar 31, 2023

The results of operations for the year under review are given below:

FINANCIAL HIGHLIGHTS

(in Rs. million)
Particulars	Consolidated		Standalone
Particulars	FY2022-23	FY2021-22	FY2022-23	FY2021-22
Revenue from contracts with customers	14,339.56	10,816.56	4,947.97	3,975.21
Other income	543.24	716.75	225.69	311.82
Total income	14,882.80	11,533.31	5,173.66	4,287.03
Total expenses	12,060.18	9,080.50	4,273.25	3,528.81
Profit before share of loss of an associate and tax	2,822.62	2,452.81	900.41	758.22
Share of loss of an associate	(7.11)	(4.85)	-	-
Profit before tax	2,815.51	2,447.96	900.41	758.22
Less: Current tax	371.12	285.41	237.50	179.71
Less: Deferred tax (credit) / charge	(10.27)	15.63	(5.87)	13.03
Profit for the year	2,454.66	2,146.92	668.78	565.48
Other comprehensive income / (loss) net of income tax	438.50	114.81	(0.65)	0.27
Total comprehensive income for the year	2,893.16	2,261.73	668.13	565.75
Non-controlling interests	8.77	8.14	-	-
Profit for the year attributable to equity holders of the parent	2,445.89	2,138.78	668.78	565.48
Total comprehensive income for the year attributable to equity holders of the parent	2,884.39	2,253.59	668.13	565.75
Earnings per equity share - Face value of Rs. 2/- each	18.43	16.18	5.02	4.26

REVIEW OF OPERATIONSConsolidated Financial Review

During the year under review, the Company reported Revenue from contracts with customers of Rs. 14,339.56 million, a y-o-y increase of 32.6% from Rs. 10,816.56 million in the previous financial year. The Company reported total income of Rs. 14,882.80 million, a y-o-y increase of 29.0% from Rs. 11,533.31 million in the previous financial year. Profit before tax registered a growth of 15.0% to stand at Rs. 2,815.51 million for the year under review as compared to Rs. 2,447.96 million in the previous financial year. Profit after tax attributable to equity holders of the parent (after adjusting for non-controlling interests) registered a growth of 14.4% to stand at Rs. 2,445.89 million for the year under review as compared to Rs. 2,138.78 million in the previous financial year. However, the Company''s profit after tax in the previous financial year i.e. FY2021-22, included non-operating gain on fair valuation of financial instruments amounting to Rs. 310.06 million (net of taxes). Excluding this impact, the profit after tax attributable to equity holders of the parent for the year under review, registered a growth of 33.8% as compared to the previous financial year.

Total debt for the Company was Rs. 1,030.90 million as of March 31, 2023 and total cash & cash equivalent (including ''other bank balance'') was Rs. 6,457.08 million as of March 31, 2023.

The Company generated cash flows from operations of Rs. 2,603.03 million during the year, a growth of 26.4% from Rs. 2,059.83 million generated in the previous financial year.

Standalone Financial Review

During the year under review, the Company reported Revenue from contracts with customers of Rs. 4,947.97 million, a y-o-y increase of 24.5% from Rs. 3,975.21 million in the previous financial year. The Company reported total income of Rs. 5,173.66 million, a y-o-y increase of 20.7% from Rs. 4,287.03 million in the previous financial year. Profit before tax stood at Rs. 900.41 million for the year under review as compared to Rs. 758.22 million in the previous financial year. Profit after tax stood at Rs. 668.78 million for the year under review as compared to Rs. 565.48 million in the previous financial year.

On a standalone basis, the Company had no debt as of March 31, 2023 and total cash & cash equivalent (including ''other bank balance'') was Rs. 4,830.49 million as of March 31, 2023.

DIVIDEND

The Directors wish to invest the profits back into the Company for further growth and expansion, and therefore do not recommend any dividend for FY2022-23.

TRANSFER TO RESERVES

The Company did not transfer any amount to the general reserve during the year.

MATERIAL CHANGE AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material change and commitment affecting the financial position of the Company has occurred between the end of the financial year to which these financial statements relate and the date of the report.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY

There was no change in the nature of business of the Company.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 300,000,000/- divided into 150,000,000 equity shares of face value Rs. 2/- each and the Paid-up Share Capital of the Company is Rs. 266,502,120 divided into 133,251,060 equity shares of face value Rs. 2/- each.

FINANCIAL STATEMENTS OF SUBSIDIARIES AND ASSOCIATES

A statement containing the salient features of the financial statements of the subsidiaries in the prescribed Form AOC-1 is annexed to this Report as Annexure I.

S. No.	Name of the Director	Designation
1.	Mr. Elad Shmuel	Non-Executive
1.	Natanson	Director
2.	Ms. Lay See Tan	Independent Director
3.	Ms. Noelia Amoedo	Non-Executive
3.	Casqueiro	Director
4.	Mr. Vipul Kedia	Executive Director

Further, designation of Mr. Anuj Kumar has been changed to Non-Executive Director with effect from July 01, 2022.

The Board took note of the resignation of Ms. Mei Theng Leong (effective from May 14, 2023) in its meeting held on May 13, 2023.

Retire by Rotation

In accordance with the provisions of the Companies Act, 2013, not less than 2/3rd of the total number of Directors (other than Independent Directors) shall be liable to retire by rotation out of which 1/3rd Directors shall retire by rotation at every Annual General Meeting. Accordingly, the details of the Director liable to retire by rotation are given at the notice of Annual General Meeting.

Key Managerial Personnel

Mr. Anuj Khanna Sohum, Managing Director & Chief Executive Officer

Mr. Vipul Kedia, Executive Director (w.e.f. July 1, 2022)

Mr. Anuj Kumar, Non-Executive Director (upto June 30, 2022)

Mr. Kapil Mohan Bhutani, Chief Financial & Operations Officer

Ms. Parmita Choudhury, Company Secretary & Compliance Officer

CORPORATE GOVERNANCE

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), a separate section on âCorporate Governanceâ with a detailed Report on Corporate Governance forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion & Analysis Report for the year under review as stipulated under Listing Regulations is presented separately as part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 7 (Seven) times during the year under review. The details of the meetings of the Board including that of its Committees are given in the Report on Corporate Governance forming part of this Annual Report.

ESTABLISHMENT OF THE VIGIL MECHANISM

The Company has an effective Vigil Mechanism / Whistle Blower Policy that lays down the process for raising concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The full text of the policy is available under investor relations section on the website of the Company at https://www.affle.com.

No complaints were received through the said mechanism during the financial year ended March 31, 2023.

RISK MANAGEMENT POLICY

The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors, covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Company''s objectives or threaten its existence.

policy is available under investor relations section on the website of the Company at https://www. affle.com.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of investments made by the Company in securities of other companies are set out in note 5 of the Standalone Financial Statements of the Company.

During the year under review, the Company gave a loan of USD 10 million to its wholly owned subsidiary, Affle International Pte. Ltd. (AINT), out of which USD 5 million was repaid by AINT on August 8, 2022 and the remaining USD 5 million was converted to equity on March 10, 2023.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts/ arrangements/transactions entered into by the Company with related parties under Section 188(1) of the Companies Act, 2013 were in the ordinary course of business and on arm''s length basis. Thus, the transactions reported in Form AOC-2 annexed to this Report as Annexure II are all at arm''s length basis.

PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposits from the public falling within the preview of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the following Directors were inducted on the Board of Directors of the Company with effect from July 1, 2022.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination & Remuneration Policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and Senior Management Personnel is available under investor relations section on the Company''s website at https://www.affle.com.

Further, the Company also has a Board Diversity Policy to assure that the Board is fully diversified and comprises of an ideal combination of Executive and Non-Executive Directors, including Independent Directors, with diverse backgrounds.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company received declaration from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013 and Listing Regulations, that he/ she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Regulations.

The Board confirms that Ms. Lay See Tan, who was appointed as Independent Director during the year, fulfills the conditions with regard to integrity, expertise and experience (including proficiency). Ms. Lay See Tan has passed the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs (IICA).

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Committees.

The Board evaluation was conducted through questionnaire designed with qualitative parameters

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, experience and expertise to provide feedback and guidance to top management on business strategy, governance, risk and understanding of the organisation''s strategy.

The outcome of the Board Evaluation for the financial year 2022-23 was discussed by the Independent Directors at its meeting held on March 25, 2023, and by the Board at its meeting held on May 13, 2023.

INDEPENDENT DIRECTORS MEETING

A separate meeting of Independent Directors without the attendance of Executive Directors and members of management was held on March 25, 2023.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return of the Company for the financial year 2022-23 prepared in accordance with Section 92(1) of the Act is available on the website of the Company at https://affle.com/images/ pdf/2023/Annual%20Return%20FY2022-23.pdf

STATUTORY AUDITORS

M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (FRN:101049W / E300004), were appointed as the Statutory Auditors of the Company in the 24th Annual General Meeting of the Company for carrying out the audit of the financial statements of the Company for a term of five years.

The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark except the following Emphasis of Matter:

âWe draw your attention to note 39.2 of the consolidated financial statements and note 38.1 of the standalone financial statements, which indicate that business combination under common control has been accounted for using purchase method in accordance with previous GAAP resulting in recognition of goodwill amounting to INR 59.24 million as on March 31, 2023 as prescribed under court scheme instead of using pooling of interest method as prescribed under Ind AS 103 Business Combinations as the approved court scheme will prevail over applicable accounting standard.

Our opinion is not qualified in respect of this matter.â

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Kiran Sharma & Co., Company Secretaries as the Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for the FY2022-23. The Secretarial Audit Report is annexed to this Report as Annexure III.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS

Mazars Advisory LLP performs the duties of Internal Auditors of the Company, and their Report is reviewed by the Audit Committee quarterly.

DETAILS ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Annual Report on CSR activities of the Company in prescribed format is annexed to this Report as Annexure IV.

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT (BRSR)

SEBI, vide its circular dated May 10, 2021, made

BRSR mandatory for the top 1,000 listed companies (by market capitalization) from financial year 2022-2023. The Company has adopted the Business Responsibility and Sustainability Policy to provide enhanced disclosures on ESG practices and priorities of the Company.

The Business Responsibility and Sustainability Report in accordance with the Listing Regulations, is presented separately as part of this Annual Report.

INFORMATION RELATING TO ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of energy

The Company being in the mobile advertising technology business, is relatively less resource intensive in terms of material inputs. However, as a responsible corporate entity, the Company endeavors to reduce its energy consumption by tracking the consumption of resources critically.

b. Technology absorption and innovation

1. Data Science Developments: During the year, we continued to grow the data science team both organically and inorganically through hiring. Affle, during this year, has converted developers to data science roles and continues to organically train developers on machine learning/data science, analytics, and statistics. Inorganically, we engaged with cloud providers, external conferences, and external training to ramp up our understanding of the latest technologies to improve our margins/efficiencies.

2. Jampp: Jampp also improved its intelligence with AI/ML initiatives such as Apple''s iOS 15/16 increase limited ad tracking capabilities. Jampp also had a significant reduction in the operational costs of its cloud environment.

3. Appnext: Appnext continued improving their Out-of-Box-Experience (OOBE) solution,

integrating improved folder installation, tablet support and widget support.

4. Mediasmart: Mediasmart added supported DOOH campaigns and Programmatic Guaranteed Deals, strengthened its crossdevice tracking with an in-house solution and integrations with Appsflyer and Adjust, and enhanced video content with viewability segments and measurement. Additionally, we launched a new Backoffice and Dashboards on an updated web application tech stack, further advancing our platform''s capabilities.

5. DevOps Developments: Our DevOps team continually improves our infrastructure costs by working closely with the cloud providers to ensure that we optimize for the most optimum costs. Also, after our certifications the DevOps team has integrated these learnings into the governance and processes within Affle. The team also continually improves our automation and security within the system. In the year, we have implemented additional security checks and ensured systems adopt appropriate security for our internal as well as 3rd party applications deployed internally and externally.

6. Governance and Process: Apart from our using ITGC (IT General Controls) audits, during the year under review, we have:

a. Recertified by IMDA to receive accreditation of Affle''s products in Singapore government projects in May 2022.

b. Obtained DPTM (Data Protection Trademark) certification in June 2022.

c. Embarked on external validation of our security and privacy from a 3rd party Privisec.

d. Undergone training with Singapore Management University on Data Privacy.

c. Foreign exchange earnings and outgo

The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange in terms of actual outflows, during the FY2022-23 are as follows:

(in Rs.)
Earnings	1,262,132,219
Outgo	2,860,164,798

PARTICULARS OF EMPLOYEES

Details of the top ten employees in terms of remuneration drawn, as required under the provisions of Section 197 of the Act, read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure VI.

The ratio of remuneration of each Director and Key Managerial Personnel to the median of employees'' remuneration, the percentage increase in remuneration, as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure VI.

There were no employees who were employed throughout the financial year or part thereof, by himself/ herself or along with his/ her spouse and dependent children, held more than two percent of the equity shares of the Company.

EMPLOYEE STOCK OPTION

The Company believes in motivating employees and rewarding them for their continuous hard work, dedication and support, which has led the Company on the growth path. In view of the above, pursuant to a resolution of the Board of Directors passed on August 7, 2021, and the shareholders'' approval through special resolution passed on September 23, 2021, the Company instituted Affle (India) Limited Employee Stock Option Scheme-2021 (âSchemeâ). Pursuant to a Trust Deed dated October 28, 2021, a Trust by the name âAffle (India) Limited Employees'' Welfare after Trust (âTrustâ) has been set up for implementation of the Scheme. The current trustee of the Trust is Axis Trustee Services Limited.

During the year, the Nomination & Remuneration Committee approved the grant of 25,057 stock options to eligible employees of the Company at an exercise price of Rs. 990 with the effective grant date being March 23, 2023.

The details of the employee stock options as per Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (âSBEB Regulationsâ) is annexed to this Report as Annexure VII and is also available on our website https://affle.com/images/pdf/2023/ Esop%20Disclosure%20(2022-23).pdf.

A certificate from the Secretarial Auditor of the Company that the Scheme is implemented in accordance with the SBEB Regulations shall be obtained and the same would be available at the Annual General Meeting for inspection by shareholders.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31, 2023, the Company has the following subsidiary and step-down subsidiaries:

â¢ Affle International Pte. Ltd., Singapore (Wholly owned Subsidiary with effect from April 01, 2018)

â¢ PT. Affle Indonesia, Indonesia (Step-down Subsidiary with effect from July 01, 2018)

â¢ Affle MEA FZ-LLC, Dubai (Step-down Subsidiary with effect from April 01, 2019)

â¢ Mediasmart Mobile S.L, Spain (Step-down Subsidiary with effect from January 22, 2020)

â¢ Appnext Pte. Ltd., Singapore (Step-down Subsidiary with effect from June 8, 2020)

â¢ Appnext Technologies Limited, Israel (Step-down Subsidiary with effect from July 19, 2020)

â¢ Jampp (Ireland) Ltd., Ireland (Step-down Subsidiary with effect from July 1, 2021)

â¢ Atommica LLC, USA (Step-down Subsidiary with effect from July 1, 2021)

â¢ Jampp EMEA GmbH, Germany (Step-down Subsidiary with effect from July 1, 2021)

â¢ Jampp APAC Pte. Ltd., Singapore (Step-down Subsidiary with effect from July 1, 2021)

â¢ Jampp HQ S.A., Argentina (earlier known as Devego S.A.) (Step-down Subsidiary with effect from July 1, 2021)

â¢ Jampp Inc., USA (Step-down Subsidiary with effect from July 1, 2021)

â¢ Jampp Ltd., UK (Step-down Subsidiary with effect from July 1, 2021)

â¢ Jampp Veiculacao de Publicidade Limitada (Step-down Subsidiary with effect from July 1, 2021)

Talent Unlimited Online Services Private Limited was held for sale effective May 14, 2022 and hence ceased to be an Associate Company.

The Company does not have any Joint Venture as on March 31, 2023.

DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED

The provisions of maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act are not applicable to the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the financial year 2022-23, there was no application made and proceeding initiated/ pending under Insolvency and Bankruptcy Code, 2016 by the financial and/or operational Creditors against the Company.

As on the date of this report, there is no application or proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE

REASONS THEREOF

The Company has not entered into any one-time settlement with its creditors and has not taken any loan from any Banks or Financial Institutions during the financial year 2022-23.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submit its responsibility Statement:

a. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for that year.

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. the Directors have prepared the annual accounts on a going concern basis.

e. the Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively.

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors place on record their sincere thanks to the customers, employees, bankers, business associates, consultants, various Government Authorities and other stakeholders for their continued support extended to the Company during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Affle (India) Limited

Anuj Khanna Sohum Vipul Kedia

Managing Director Director

& Chief Executive Officer DIN: 08234884

DIN:01363666

Date: May 13, 2023 Date: May 13, 2023

Place: Singapore Place: Gurugram

Mar 31, 2022

The results of operations for the year under review are given below:

FINANCIAL HIGHLIGHTS

(in Rs. million)
particulars	Consolidated		Standalone
particulars	FY2021-22	FY2020-21	FY2021-22	FY2020-21
Revenue from contracts with customers	10,816.56	5,167.79	3,975.21	2,667.34
Other income	716.75	412.18	311.82	63.77
Total revenue	11,533.31	5,579.97	4,287.03	2,731.11
Total expenses	9,080.50	4,100.76	3,528.81	2,335.45
Profit before exceptional items and tax	2,452.81	1,479.21	758.22	395.66
Less: Exceptional items	-	-	-	-
Profit (loss) of an associate	(4.85)	-	-	-
Profit before tax	2,447.96	1,479.21	758.22	395.66
Less: Current tax	285.41	119.80	179.71	91.45
Less: Deferred tax (credit) / charge	15.63	9.04	13.03	21.94
Profit for the year	2,146.92	1,350.37	565.48	282.27
Other comprehensive income	114.81	(54.38)	0.27	(0.71)
Total comprehensive income for the year	2,261.73	1,295.99	565.75	281.56
Non-controlling interests	8.14	2.34	-	-
Profit attributable to equity holders of the parent	2,138.78	1,348.03	565.48	282.27
Total comprehensive income attributable to equity holders of the parent	2,253.59	1,293.65	565.75	281.56
Earnings per equity share - Face value of Rs. 2/- each*	16.18	10.59	4.26	2.21

*The shareholders of the company have approved the sub-division/split of shares in its 26th Annual General Meeting held on september 23, 2021. Pursuant to which, one equity share of Rs. 10/- has been sub-divided into 5 equity shares of Rs. 2/- each. accordingly, the EPs has been calculated on the basis of weighted equity shares.

REVIEW OF OPERATIONSConsolidated Financial Review

During the year under review, the company reported total revenue of Rs. 11,533.31 million, a y-o-y increase of 106.7% from Rs. 5,579.97 million in the previous financial year. Revenue from contracts with customers was Rs. 10,816.56 million, a y-o-y increase of 109.3% from Rs. 5,167.79 million in the previous financial year. Profit before tax registered a growth of 65.5% to stand at Rs. 2,447.96 million for the year under review as compared to Rs. 1,479.21 million in the previous financial year. Profit after tax registered a growth of 59.0% to stand at Rs. 2,146.92 million for the year under review as compared to Rs. 1,350.37 million in the previous financial year. Profit after tax attributable to equity holders of the parent (after adjusting for noncontrolling interests) registered a growth of 58.7% to stand at Rs. 2,138.78 million for the year under review as compared to Rs. 1,348.03 million in the previous financial year.

Total debt for the company was Rs. 1,484.35 million as of March 31, 2022, and total cash & cash equivalent (including ''other bank balance'') was Rs. 6,046.19 million as of March 31, 2022.

The Company reported cash flows from operations of Rs. 2,059.83 million during the year, a growth of 102.4% from Rs. 1,017.88 million reported in the previous financial year.

Standalone Financial Review

During the year under review, the Company reported total revenue of Rs. 4,287.03 million, a y-o-y increase of 57.0% from Rs. 2,731.11 million in the previous financial year. Revenue from contracts with customers was Rs. 3,975.21 million, a y-o-y increase of 49.0% from Rs. 2,667.34 million in the previous financial year. Profit before tax stood at Rs. 758.22 million for the year under review as compared to Rs. 395.66 million in the previous financial year. Profit after tax stood at Rs. 565.48 million for the year under review as compared to Rs. 282.27 million in the previous financial year.

On a standalone basis, the Company had no debt as of March 31, 2022, and total cash & cash equivalent (including ''other bank balance'') was Rs. 4,848.38 million as of March 31, 2022.

DIVIDEND

The Directors wish to invest the profits back into the company for further growth and expansion, and therefore did not recommend any dividend for the FY2021-22.

TRANSFER TO RESERVES

The company did not transfer any amount to the general reserve during the year.

MATERIAL CHANGE AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE Financial Year TO wHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material change and commitment affecting the financial position of the Company has occurred between the end of the financial year to which these financial statements relate and the date of the report.

CHANGE IN NATuRE OF BuSINESS OF THE COMPANY

There was no change in the nature of business of the company.

SHARE CAPITAL

During the year under review, pursuant to the approval of the shareholders in the Annual General Meeting held on september 23, 2021, each equity share of face value Rs. 10/- was sub-divided into five equity shares of face value Rs. 2/- per share, with effect from October 8, 2021.

consequent to the sub-division of shares, the Authorised Share Capital of the Company is Rs. 300,000,000/- divided into 150,000,000 equity shares of face value Rs. 2/- each and the Paid-up Share Capital of the Company is Rs. 266,502,120 divided into 133,251,060 equity shares of face value Rs. 2/- each.

BUSINESS ACQUISITIONS AND STRATEGIC INVESTMENTAcquisitionsAcquisition of Jampp (Ireland) Limited

During the year under review, Affle International Pte. Ltd., Singapore (âAiNTâ), the wholly owned subsidiary of the company acquired 100% control in Jampp (ireland) Limited (âJamppâ), vide share Purchase agreement dated June 9, 2021, for a consideration of Rs. 3,020.40 million. AIso, Affle MEA FZ-LLC, Dubai (âAffle MEAâ), a step-down subsidiary of the company entered into an intellectual Property Purchase Agreement dated June 9, 2021, to acquire all tech iP assets of Jampp for a consideration of Rs. 98.16 million. the total purchase consideration for the acquisition was Rs. 3,118.56 million.

Appnext pte. ltd.

During the previous financial year, Affle international Pte. ltd., singapore (âAiNTâ), the wholly owned subsidiary of the company had acquired 66.67% shares and 95% control in Appnext Pte. Ltd. (âAppnextâ), vide share Purchase Agreement. Also, Affle MEA FZ-LLC, Dubai (âAffle MEAâ), a step-down subsidiary of the company had entered into an intellectual Property Purchase agreement to acquire tech IP assets of appnext platform from appnext BVI.

Further, AiNT also had the right to acquire 28.33% shares of appnext at the end of three years from the date of completion of the share Purchase agreement.

During the year under review, AiNT entered into another share Purchase Agreement dated February 3, 2022 to acquire 28.33% shares of Appnext.

Strategic InvestmentsTalent unlimited online Services private limited

During the financial year under review, the company acquired further equity ownership of 18.86 % (on a fully diluted basis), comprising 1,717 Equity Shares and 5,176 Compulsory Convertible Preference shares (as converted) both through primary and secondary round of investment in talent unlimited online services Private limited

(âBobble Aiâ), at an aggregate consideration of Rs. 540.00 million.

oS Labs pte. Ltd.

During the year under review, AiNT had settled the call option in respect of the minority investment sold to Affle Global Pte. Ltd. (âAGPLâ). For further details, please refer Note 48 of the consolidated Financial statements.

financial statements of subsidiaries and associates

A statement containing the salient features of the financial statements of the subsidiaries in the prescribed Form Aoc-1 is annexed to this Report as Annexure I.

coRpoRATE GovERNANcE

in terms of Regulation 34 of the sEBI (listing obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), a separate section on âcorporate Governanceâ with a detailed Report on corporate Governance forms part of this Annual Report.

MANAGEMENT DIScuSSioN & ANALYSIS

The Management Discussion & Analysis Report for the year under review as stipulated under Listing Regulations is presented separately as part of this Annual Report.

number of meetings of the board of DIREcToRS

The Board of Directors of the company met 8 (eight) times during the year under review. The details of the meetings of the Board including that of its committees are given in the Report on corporate Governance forming part of this Annual Report.

ESTABLISHMENT oF THE viGIL MEcHANISM

The company has an effective Vigil Mechanism / Whistle Blower Policy that lays down the process for raising concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics Policy. The full text of the policy is available under investor relations section on the website of the company at https://www.affle.com.

No complaints were received through the said mechanism during the financial year ended March 31, 2022.

RISK MANAGEMENT policy

The company has an effective risk management procedure, which is governed at the highest level by the Board of Directors, covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of company''s objectives or threaten its existence.

To further strengthen & streamline the procedures about risk assessment and minimization procedures, the Board of Directors has a Risk Management committee and has also formulated a Risk Management Policy. The full text of the policy is available under investor relations section on the website of the company at https:// www.affle.com.

adequacy of internal financial controls with reference to financial

STATEMENTS

The company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed.

particulars of loans, guarantees or investments MADE under section 186 of THE companies AcT, 2013

Particulars of investments made by the company in securities of other companies are set out in Note 5(a) of the standalone Financial statements of the company.

The company has not given any loan. However, during the current year, the company had further obtained standby letter of credit (sBLc) amounting to INR 476.32 million (equivalent of USD 6.5 million) in favour of Axis Bank limited, singapore and INR 439.68 million (equivalent of usD 6 million) in favour of HDFc Bank limited, Bahrain in lieu of term loan taken by Affle International Pte. Ltd, wholly owned subsidiary of the company. During the current year, the outstanding sBLc in favour of Axis Bank limited, singapore has reduced by INR 29.31 million (equivalent to usD 0.4 million). During the previous year, the company had obtained standby letter of credit (sBLc) amounting to

INR 695.74 million (equivalent of USD 9.5 million) in favour of Axis Bank Limited, singapore in lieu of term loan taken by Affle International Pte. Ltd, wholly owned subsidiary of the company. During the current year, the outstanding sBLc in favour of Axis Bamk Limited, singapore has reduced by INR 65.91 million (equivalent to usD 0.9 million).

particulars of contracts or

ARRANGEMENTS wiTH RELATED pARTIES

During the year under review, all contracts/ arrangements /transactions entered into by the company with related parties under section 188(1) of the companies Act, 2013 were in the ordinary course of business and on arm''s length basis. Thus, the transactions reported in Form Aoc-2 annexed to this Report as Annexure II are all at arm''s length basis.

public deposits

The company has neither invited nor accepted any deposits from the public falling within the preview of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rule, 2014 during the year.

directors and key managerial personnel

During the year under review, there was no change in the Board of Directors of the company.

However, with effect from April 1, 2022, Mr. Bijynath was appointed as Non-executive chairperson of the Board. Therefore, with effect from April 1, 2022, designation of Mr. Anuj Khanna sohum has changed to Managing Director & chief Executive Officer and designation of Mr. Bijynath has changed to Non-executive chairperson & independent Director.

Retire by Rotation

As per the provisions of the companies Act, 2013, Ms. Mei Theng Leong, Non-executive Director retires by rotation at the ensuing Annual General Meeting and, being eligible, seeks re-appointment. The Board recommends her re-appointment.

Key Managerial personnel

During the year under review, the following persons were designated as Key Managerial Personnel of the company pursuant to section 2(51) and section 203 of the Act, read with the Rules framed thereunder:

Mr. Anuj Khanna Sohum, Managing Director & Chief Executive Officer

Mr. Anuj Kumar, Director, Chief Revenue & Operating Officer

Mr. Kapil Mohan Bhutani, chief Financial & Operations Officer

Ms. Parmita choudhury, company secretary & Compliance Officer

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Nomination & Remuneration committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the companies Act, 2013.

Pursuant to section 134(3) of the companies Act, 2013, the Nomination & Remuneration Policy of the company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the company relating to remuneration of Directors, KMP and senior Management Personnel is available under investor relations section on the company''s website at https://www.affle.com.

Further, the company also has a Board Diversity Policy to assure that the Board is fully diversified and comprises of an ideal combination of Executive and non-Executive Directors, including independent Directors, with diverse backgrounds.

DECLARATION FROM INDEPENDENT DIRECTORS

the company received declarations from independent Directors in accordance with section 149(7) of the Companies Act, 2013 and Listing Regulations, that he/she meets the criteria of independence as laid out in sub-section (6) of section 149 of the companies Act, 2013 and Listing Regulations.

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

Pursuant to the provisions of the companies Act,

2013 and Listing Regulations, the Board carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its committees.

the Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings. evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board committees, review of performance of Executive Directors and strategic planning.

Evaluation of committees was based on criteria such as adequate independence of each committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board committees and effectiveness of its advice/recommendation to the Board.

Evaluation of Directors was based on criteria such as participation and contribution in Board and committee meetings, experience and expertise to provide feedback and guidance to top management on business strategy, governance, risk and understanding of the organisation''s strategy.

the outcome of the Board evaluation for the financial year 2021-22 was discussed by the independent Directors at its meeting held on March 30, 2022, and by the Board at its meeting held on May 14, 2022.

INDEPENDENT DIRECTORS MEETING

A separate meeting of independent Directors without the attendance of executive Directors and members of management was held on March 30, 2022.

annual return

Pursuant to section 92(3) of the companies Act, 2013 read with Rule 12 of the companies (Management and Administration) Rules, 2014, copy of the Annual Return of the company for the financial year 2021-22 prepared in accordance with section 92(1) of the Act is available on the website of the company at https://affle.com/images/ pdf/2022/Annual%20Return%20FY2021-22.pdf

statutory auditors

M/s. s.R. Batliboi & Associates LLP, chartered

Accountants (FRN:101049W / E300004), were appointed as the statutory Auditors of the company in the 24th Annual General Meeting of the company for carrying out the audit of the financial statements of the Company from the FY2019-20 to FY2023-24 subject to ratification by members at every Annual General Meeting.

The Companies (Amendment) Act, 2017, effective May 7, 2018, had done away with the requirement of annual ratification of appointment of Statutory Auditors, therefore in accordance with the amended section 139 of the companies Act, 2013, the appointment of M/s. s.R. Batliboi & Associates LLP, chartered Accountants, as the statutory Auditors of the company, shall not require any annual ratification.

The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. the Auditors'' Report does not contain any qualification, reservation or adverse remark except the following emphasis of Matter.

âWe draw your attention to note 39.2 of the consolidated financial statements and note 38.1 of the standalone financial statements, which indicate that business combination under common control has been accounted for using purchase method in accordance with previous GAAP resulting in recognition of goodwill amounting to mR 59.24 million as on March 31, 2022 as prescribed under court scheme instead of using pooling of interest method as prescribed under ind As 103 Business combinations as the approved court scheme will prevail over applicable accounting standard.

Our opinion is not qualified in respect of this matter.â

SECRETARIAL AuDITORS

Pursuant to the provisions of section 204 of the companies Act, 2013 read with companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed Kiran sharma & co., company secretaries as the secretarial Auditors of the company to undertake secretarial Audit of the company for the FY2021-22. the secretarial Audit Report is annexed to this Report as Annexure III.

the secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AuDITORS

Mazars Advisory LLP performs the duties of internal Auditors of the company, and their Report is reviewed by the Audit committee quarterly.

DETAILS ON CORPORATE SOCIAL RESPONSIBILITY INITIATivES

the Annual Report on csR activities of the company in prescribed format is annexed to this Report as Annexure iv.

BuSINESS RESPONSIBILITY AND SuSTAINIBILITY REPORT (BRSR)

sEBI, vide its circular dated May 10, 2021, made BRsR mandatory for the top 1,000 listed companies (by market capitalization) from financial year 2022-2023, while such disclosure is voluntary for the financial year 2021-2022. The Company has adopted the BRSR voluntarily for the financial year 2021-2022 to provide enhanced disclosures on EsG practices and priorities of the company.

the Business Responsibility and sustainability Report in accordance with the Listing Regulations, is presented separately as part of this Annual Report.

INFORMATION RELATING TO ENERGY CONSERvATION, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OuTGO

a. Conservation of energy

the company being in mobile advertising technology business, is relatively less resource intensive in terms of material inputs. However, as a responsible corporate entity, the company endeavors to reduce its energy consumption by tracking the consumption of resources critically.

b. Technology absorption and innovation

the company innovates and enhances its technology capabilities to deliver sustainable, profitable growth to all its shareholders. During the year, the company has worked towards building expertise in the following technology domains:

1. Data Science Developments: During the year, we continued to grow the data science team

both organically and inorganically through hirings. Organically, we trained developers also to learn data science. inorganically, we engaged with cloud providers to ramp up our understanding of the latest technologies to improve our margins and efficiencies.

2. Jampp: We integrated Jampp''s cloud and that resulted in a significant reduction in operational costs of their cloud environment utilizing the cumulative learnings from Affle and existing software licensing agreements. Jampp has also improved its intelligence with Ai/ML initiatives such as Apple''s ios 14''s limited ad tracking capabilities, which have seen tremendous growth.

3. Appnext: We continued the improvement of their out-of-Box-Experience (ooBE) solution, integrating virtual keyboards, enabling vernacular and multiple language support. appnext has also improved its intelligence by adding multi-dimensional filtering/segmentation/targeting capabilities.

4. Omnichannel Developments: Key

developments include greater security, profiling, segmentation, tracking and API capabilities. This has enabled the solution to be deployed to numerous secure government solutions nationwide; some solutions deal with secure financial messages delivered to citizens and residents.

5. Devops developments: our Devops team continually improves our infrastructure costs by utilizing the most optimal and generally latest servers and optimizing our reservations/savings plans on the cloud. The team also improves our automation and security within the system. in the year, we have implemented additional security checks and ensured systems adopt appropriate security for our internal as well as 3rd party applications deployed internally and externally.

6. Governance and process: apart from our using ITGc (It General controls) audits, during the year under review, we have:

a. Embarked on external validation of our security and privacy from a 3rd party Privisec.

b. undergone training with singapore Management university on Data Privacy.

c. Embarked on a recertification process which is due for confirmation by the end of april 2022.

d. We are embarking on a DPTM (Data Protection Trademark) certification to be completed within FY2023, utilizing a 3rd party Tuv sud as the assessment body and to be awarded by IMDA singapore.

c. Foreign exchange earnings and outgo

The Foreign exchange earned in terms of actual inflows and the Foreign Exchange in terms of actual outflows, during the FY2021-22 are as follows:

(in Rs.)
Earnings	782,045,400
outgo	2,381,339,489

particulars of employees

Details of the top ten employees in terms of remuneration drawn, as required under the provisions of Section 197 of the Act, read with Rules 5(2) & 5(3) of the companies (appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure v.

The ratio of remuneration of each Director and Key Managerial Personnel to the median of employees'' remuneration, the percentage increase in remuneration, as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of companies (appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure vi.

There were no employees who were employed throughout the financial year or part thereof, by himself/ herself or along with his/ her spouse and dependent children, held more than two percent of the equity shares of the company.

employee stock option

The company believes in motivating employees and rewarding them for their continuous hard work, dedication and support, which has led the company on a growth path. In view of the above, pursuant to a resolution of the Board of Directors passed on August 7, 2021, and the shareholders'' resolution passed at the annual General Meeting of the company held on september 23, 2021, the Company instituted Affle (India) Limited employee stock option scheme-2021 (âschemeâ). Pursuant to the Trust Deed dated october 28, 2021, a Trust by the name âAffle (India) Limited employees'' Welfare Trust (âTrustâ) was set up for implementation of the scheme. The current trustee of the Trust is axis Trustee services limited.

In terms of the scheme and resolutions passed by the Board of Directors on August 7, 2021, and by the shareholders on september 23, 2021, a maximum of 3,750,000 stock options resulting into 3,750,000 equity shares in aggregate may be granted to eligible employees, identified in accordance with the scheme. The scheme is administered and monitored by Nomination & Remuneration committee.

The Nomination & Remuneration committee approved grant of 1,346,552 stock options to eligible employees of the company at an exercise price of Rs. 1,050 with effective grant date being November 1, 2021.

The details of the employee stock options as per Rule 12 of the companies (share capital and Debentures) Rules, 2014 and sEBI (share Based Employee Benefits and Sweat Equity) Regulations, 2021 (âsBEB Regulationsâ) is annexed to this Report as Annexure vii.

A certificate from the Secretarial Auditor of the company that the scheme is implemented in accordance with the sBEB Regulations shall be obtained and the same would be available at the annual General Meeting for inspection by shareholders.

subsidiaries, joint ventures or associate companies

As on March 31, 2022, the company has the following subsidiary and step-down subsidiaries:

â¢ Affle International Pte. Ltd., Singapore (Wholly owned subsidiary with effect from april 01, 2018)

â¢ PT. Affle Indonesia, Indonesia (Step-down subsidiary with effect from July 01, 2018)

â¢ Affle MEA FZ-LLC, Dubai (Step-down subsidiary with effect from april 01, 2019)

â¢ Mediasmart Mobile s.L, spain (step-down subsidiary with effect from January 22, 2020)

â¢ appnext Pte. Ltd., singapore (step-down subsidiary with effect from June 8, 2020)

â¢ appnext Technologies limited, Israel (step-down subsidiary with effect from July 19, 2020)

â¢ Jampp (Ireland) ltd., Ireland (step-down subsidiary with effect from July 1, 2021)

â¢ Atommica LLc, usA (step-down subsidiary with effect from July 1, 2021)

â¢ Jampp EMEa GmbH, Germany (step-down subsidiary with effect from July 1, 2021)

â¢ Jampp aPac Pte. Ltd., singapore (step-down subsidiary with effect from July 1, 2021)

â¢ Devego s.a., argentina (step-down subsidiary with effect from July 1, 2021)

â¢ Jampp Inc., usA (step-down subsidiary with effect from July 1, 2021)

â¢ Jampp Ltd., uK (step-down subsidiary with effect from July 1, 2021)

â¢ Jampp Veiculacao de Publicidade Limitada (step-down subsidiary with effect from July 1, 2021)

During the year under review, Talent unlimited

online services Private Limited became an

Associate company with effect from January

1, 2022.

The company does not have any Joint Venture as

on March 31, 2022.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

DIRECTORS RESPONSIBILITY STATEMENT

in accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submit its responsibility statement:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. the Directors have prepared the annual accounts on a going concern basis.

e. the Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively.

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors place on record their sincere thanks to the customers, employees, bankers, business associates, consultants, various Government authorities and other stakeholders for their continued support extended to the company during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Affle (India) Limited

Anuj Khanna Sohum Anuj Kumar

Managing Director Director

& Chief Executive Officer DIN: 01400273

DiN: 01363666

Date: May 14, 2022 Date: May 14, 2022

Place: singapore Place: Gurugram

Mar 31, 2021

The Board of Directors hereby submits the report of the business and operations of Affle (India) Limited (âAffleâ or the âCompanyâ), along with the audited financial statements, for the financial year ended March 31, 2021.

The results of operations for the year under review are given below:

FINANCIAL HIGHLIGHTS

(In Rs. million)
Particulars	Consolidated		Standalone
Particulars	FY2020-21	FY2019-20	FY2020-21	FY2019-20
Revenue from contracts with customers	5,167.79	3,337.83	2,667.34	1,822.26
Other income	415.31	60.88	64.45	51.30
Total revenue	5,583.10	3,398.71	2,731.79	1,873.56
Total expenses	4,103.89	2,606.46	2,336.13	1,433.31
Profit before exceptional items and tax	1,479.21	792.25	395.66	440.25
Less: Exceptional items	-	-	-	-
Profit before tax	1,479.21	792.25	395.66	440.25
Less: Current tax	119.80	138.35	91.45	112.60
Less: Deferred tax charge / (credit)	9.04	(1.27)	21.94	(1.20)
Profit for the year	1,350.37	655.17	282.27	328.85
Other comprehensive (loss) / income	(54.38)	54.73	(0.71)	1.16
Total comprehensive income for the year	1,295.99	709.90	281.56	330.01
Non-controlling interests	2.34	-	-	-
Profit attributable to equity holders of the parent	1,348.03	655.17	282.27	328.85
Total comprehensive income attributable to equity holders of the parent	1,293.65	709.90	281.56	330.01
Earnings per equity share - face value of Rs. 10/- each	52.96	26.13	11.07	13.12

REVIEW OF OPERATIONS Consolidated Financial Review

During the year under review, the Company reported total revenue of Rs. 5,583.10 million, an increase of 64.3% from Rs. 3,398.71 million in FY2019-20. Revenue from contracts with customers was Rs. 5,167.79 million, an increase of 54.8% from Rs. 3,337.83 million in FY2019-20. Profit before tax registered a growth of 86.7%

to stand at Rs. 1,479.21 million for the year under review as compared to Rs. 792.25 million in FY2019-20. Profit after tax registered a growth of 106.1% to stand at Rs. 1,350.37 million for the year under review as compared to Rs. 655.17 million in FY2019-20. Profit after tax attributable to equity holders of the parent (after adjusting for non-controlling interests) registered a growth of 105.8% to stand at Rs. 1,348.03 million for the year under review as compared to Rs. 655.17 million in FY2019-20.

Total debt for the Company was Rs. 1,168.43 million as of March 31, 2021 and total cash & cash equivalent (including ''other bank balance'') was Rs. 632.45 million as of March 31, 2021.

The Company generated Cash flows from operations of Rs. 1,016.16 million during the year, a growth of 41.4% from Rs. 718.52 million generated in FY2019-20.

Standalone Financial Review

During the year under review, the Company reported total revenue of Rs. 2,731.79 million, an increase of 45.8% from Rs. 1,873.56 million in FY2019-20. Revenue from contracts with customers was Rs. 2,667.34 million, an increase of 46.4% from Rs. 1,822.26 million in the previous financial year. Profit before tax stood at Rs. 395.66 million for the year under review as compared to Rs. 440.25 million in the previous financial year. Profit after tax stood at Rs. 282.27 million for the year under review as compared to Rs. 328.85 million in the previous financial year.

On a standalone basis, the Company had no debt as of March 31, 2021 and total cash & cash equivalent (including ''other bank balance'') was Rs. 342.96 million as of March 31, 2021.

DIVIDEND

The Directors wish to invest the profits back into the Company for further growth and expansion, and therefore did not recommend any dividend for the FY2020-21.

TRANSFER TO RESERVES

The Company did not transfer any amount to the general reserve during the year.

MATERIAL CHANGE AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Company on May 4, 2021 made an allotment of 1,153,845 equity shares of face value Rs. 10 each at a price of Rs. 5,200 per equity share, including a premium of Rs. 5,190 per equity share at a discount of 4.11% on the Floor Price amounting to Rs. 222.94 per equity share, aggregating to Rs. 5,999.99 million to Qualified Institutional Buyers pursuant to Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

In view of the above, the paid-up share capital of the Company increased from Rs. 254,963,670/-divided into 25,496,367 equity shares of face value Rs. 10/- per share, to Rs. 266,502,120 divided into 26,650,212 equity shares of face value Rs. 10/- per share.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY

There was no change in the nature of business of the Company.

SHARE CAPITAL

As on the date of this report, consequent to allotment made to Qualified Institutional Buyers on May 4, 2021, the paid-up share capital of the Company is Rs. 266,502,120 divided into 26,650,212 equity shares of face value of Rs. 10/- per share.

BUSINESS ACQUISITIONS AND STRATEGIC INVESTMENTSBusiness AcquisitionsAcquisition of Appnext Pte. Ltd.

The Company through its wholly owned subsidiary, Affle International Pte. Ltd., Singapore (âAffle Internationalâ), acquired 66.67% shares and 95% control in Appnext Pte. Ltd. (âAppnextâ), vide Share Purchase Agreement for a consideration of USD 16.45 million (equivalent to Rs. 1,204.73 million). Also, Affle MEA FZ-LLC, Dubai (âAMEAâ), a step-down subsidiary of the Company entered into an Intellectual Property Purchase Agreement

to acquire 100% Tech IP assets of Appnext for a consideration of USD 0.80 million (equivalent to Rs. 58.59 million).

Further, Affle International, in the Share Purchase Agreement, also has the right to acquire 28.33% shares of Appnext at the end of three years from the date of completion of the Share Purchase Agreement which has been accounted as per anticipated acquisition method in books of Affle International.

Acquisition of business assets of Discover Tech Limited

On February 17, 2021, the Company through its step-down subsidiary, Affle MEA FZ-LLC, Dubai completed the necessary closing conditions for acquisition of business assets of Discover Tech Limited.

For more details on acquisitions and strategic investments by the Company during the year, please refer note 39 of the Consolidated Financial Statements.

Strategic Investments

Talent Unlimited Online Services Private Limited (âBobbleâ)

On August 08, 2020, the Company had made a strategic, non-controlling investment and acquired 8% stake on a fully diluted basis in Talent Unlimited Online Services Private Limited (âBobbleâ) for a consideration of Rs. 198.00 million through Compulsory Convertible Preference Shares (âCCPSâ). Additionally, the Company also entered into an exclusive global monetisation agreement for Bobble''s intellectual property, which also provides rights to the Company to acquire an additional stake up to 10.74% of Bobble, through subscription/purchase to CCPS and Equity Shares at a pre-agreed consideration, upon meeting of milestones as defined in the global monetisation agreement.

OS Labs Pte. Ltd.

The Company through its wholly owned subsidiary, Affle International Pte. Ltd. (âAffle Internationalâ), had made a strategic, non-controlling investment and acquired 8% stake in OS Labs Pte. Ltd., Singapore for a consideration of USD 2.86 million (equivalent to Rs. 209.24 million) through

Compulsory Convertible Preference Shares (âCCPSâ). On January 25, 2021, Affle International entered into a definitive share purchase agreement to sell its minority investment of 8% in OS Labs Pte. Ltd. to its promoter group company, Affle Global Pte. Ltd. (âAGPLâ) for a consideration of USD 2.86 million (equivalent to Rs. 209.24 million) with an option to purchase the minority investment back from AGPL at a premium of 5% after 1 year or 10% after 2 years subject to any approvals that may be required.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31, 2021, the Company has the following subsidiary and step-down subsidiaries:

â¢ Affle International Pte. Ltd., Singapore (Subsidiary with effect from April 01, 2018)

â¢ PT. Affle Indonesia, Indonesia (Step down

Subsidiary with effect from July 01, 2018)

â¢ Affle MEA FZ-LLC, Dubai (Step down Subsidiary with effect from April 01, 2019)

â¢ Mediasmart Mobile S.L, Spain (Step down

Subsidiary with effect from January 22, 2020)

â¢ Appnext Pte. Ltd., Singapore (Step down

Subsidiary with effect from June 8, 2020)

â¢ Appnext Technologies Limited, Israel (Step

down Subsidiary with effect from July 19, 2020)

Mediasmart Mobile Limited, United Kingdom has ceased to be a step-down subsidiary as it was dissolved with effect March 23, 2021.

The Company does not has any Joint Venture and Associate Company, as on March 31, 2021.

A statement containing the salient features of the financial statements of the subsidiaries in the prescribed Form AOC-1 is annexed to this report as Annexure I.

CORPORATE GOVERNANCE

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (âListing Regulationsâ), a separate section on âCorporate Governanceâ with a detailed Report on Corporate Governance forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion & Analysis Report for the year under review as stipulated under Listing Regulations is presented separately as part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 9 (nine) times during the year under review. The details of the meetings of the Board including that of its Committees are given in the Report on Corporate Governance section forming part of this Annual Report.

ESTABLISHMENT OF THE VIGIL MECHANISM

The Company has formulated an effective Whistle Blower Mechanism and a policy that lays down the process for raising concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The full text of the Policy is available under investor relations section on the website of the Company at https://www.affle.com.

No complaints were received through the said mechanism.

RISK MANAGEMENT POLICY

The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors, covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Company''s objectives or threaten its existence.

To further strengthen & streamline the procedures about risk assessment and minimization procedures, the Board of Directors has a Risk Management Committee and has also formulated a Risk Management Policy. The full text of the Policy is available under investor relations section on the website of the Company at https://www.affle.com.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such

controls were tested and no reportable material weakness in the design or operation were observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of investments made by the Company in securities of other companies are set out in note 5(a) of the Standalone Financial Statements of the Company.

The Company has not given any loan. However, the Company issued Standby Letter of Credit (SBLC) amounting to Rs. 695.74 million (equivalent to USD 9.5 million) in favour of Axis Bank Limited, Singapore in lieu of term loan taken by Affle International Pte. Ltd, a wholly owned subsidiary of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts/ arrangements/transactions entered into by the Company with related parties under Section 188(1) of the Companies Act, 2013 were in the ordinary course of business and on arm''s length basis. Thus, the transactions reported in Form AOC-2 annexed to this report as Annexure II are all at arm''s length basis.

PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposits from the public falling within the preview of section 73 of the Act read with the Companies (Acceptance of Deposits) Rule 2014 during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following changes took place in the Board of Directors of the Company.

1. Re-appointment of Mr. Bijynath (DIN: 08160918), Ms. Sumit Mamak Chadha (DIN: 05207581) and Mr. Vivek Narayan Gour (DIN: 00254383), as Independent Director of the Company for a term of 5 consecutive years w.e.f. June 1, 2020.

2. Cessation of tenure of Mr. Naresh Chand Gupta (DIN: 00172311) and Mr. Sudhir Mohanlal Jatia (DIN: 00031969) as Independent Director w.e.f June 1, 2020.

3. Resignation of Mr. Charles Yong Jien Foong (DIN: 08160891) and Mr. Kapil Mohan Bhutani (DIN: 00554760) as Executive Director w.e.f June 1, 2020.

Retire by Rotation

As per the provisions of the Companies Act, 2013, Ms. Mei Theng Leong, Director retires by rotation at the ensuing Annual General Meeting and, being eligible, seeks reappointment. The Board recommends her reappointment.

Key Managerial Personnel

Mr. Anuj Khanna Sohum, Chairman, Managing Director & Chief Executive Officer

Mr. Kapil Mohan Bhutani, Chief Financial & Operations Officer

Ms. Parmita Choudhury, Company Secretary & Compliance Officer

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination and Remuneration Policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available under investor relations section on the Company''s website at https://www. affle.com.

Further, the Company has also formulated a Board Diversity Policy to assure that the Board is fully diversified and comprises of an ideal combination of Executive and Non-Executive Directors, including Independent Directors, with diverse backgrounds.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company received declaration from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013 and Listing Regulations, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Regulations.

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board carried out an annual performance evaluation of its own performance, the Directors individually, as well as, the evaluation of the working of its Committees.

The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings.

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance of Executive Directors and strategic planning.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, experience and expertise to provide feedback and guidance to top management on business strategy, governance, risk and understanding of the organization''s strategy.

The outcome of the Board Evaluation for the financial year 2020-21 was discussed by the Independent Directors at its meeting held on March 24, 2021 and by the Board at its meeting held on May 29, 2021.

INDEPENDENT DIRECTORS MEETING

A separate meeting of Independent Directors without the attendance of Executive Directors and members of Management was held on March 24, 2021.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with read with Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return of the Company (MGT-7) for financial year 2020-21 prepared in accordance with Section 92(1) of the Act has been placed on the website and is available at https://affle.com/ images/pdf/Q4/Annual%20Return%20for%20 financial%20year%20ended%20March%2031,%20 2021.pdf

STATUTORY AUDITORS

M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (FRN:101049W/E300004), were appointed as the Statutory Auditors of the Company in the 24th Annual General Meeting of the Company for carrying out the audit of the financial statements of the Company from FY2019-20 to FY2023-24 subject to ratification by members at every Annual General Meeting.

The Companies (Amendment) Act, 2017, effective May 7, 2018 had done away with the requirement of annual ratification of appointment of Statutory Auditors, therefore in accordance with the amended Section 139 of the Companies Act, 2013, the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, as the Statutory Auditors of the Company, shall not require any annual ratification.

"We draw your attention to note 39.2 (i) of the consolidated financial statements and note 38.1 of the standalone financial statements, which indicate that business combination under common control has been accounted for using purchase method in accordance with previous GAAP resulting in recognition of goodwill amounting to Rs. 59.24 million as on March 31, 2021 as prescribed under court scheme instead of using pooling

of interest method as prescribed under Ind ,4S 103 Business Combinations as the approved court scheme will prevail over applicable accounting standard.

Our opinion is not qualified in respect of this matter."

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Kiran Sharma & Co., Company Secretaries as the Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for FY2020-21. The Secretarial Audit Report is annexed to this report as Annexure III.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS

Grant Thornton Bharat LLP performs the duties of Internal Auditors of the Company and their report is reviewed by the Audit Committee quarterly.

DETAILS ON CORPORATE SOCIAL RESPONSIBILITY (âCSRâ) INITIATIVES

The Annual Report on CSR activities of the Company in prescribed format is annexed to this report as Annexure IV.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report in accordance with the Listing Regulations, separately forms a part of this Annual Report.

INFORMATION RELATING TO ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of energy

The Company being in mobile advertising technology business, is relatively less resource intensive in terms of material inputs. However, as a responsible corporate entity, the Company endeavours to reduce its energy consumption by tracking the consumption of resources critically.

b. Technology absorption and innovation

The Company continues to innovate and enhance its technology capabilities for delivering a sustainable profitable growth to all its shareholders. During the year, the Company has worked towards building expertise in the following technology domains:

1. Data Science Developments: During the year, we have grown the data science team both organically and inorganically through hirings. Organically, we have encouraged trainings in Data Science and many employees within the team have taken up these learnings. Moreover, we have increased the use of tools that allow for data science to be used by product managers and staff for faster insights and behavioural analysis.

2. Appnext: We have integrated our Out-of-Box-Experience (OOBE) solution with Appnext platform.

3. Omnichannel Developments: Key

developments include a faster and better feed bus integration which can now ingest large volumes of catalogue / inventory and feed information that enables better intelligence and engagement with users. This coupled with our drive in data science with smart segments enables us to reach the right audience with the right notifications at the right time.

4. DevOps Developments: Our DevOps team continually improves our infrastructure costs by implementing the latest stable versions of systems that reduce certain costs in our infrastructure by up to 30-40%. Also, ensuring our systems are automated for fast delivery cycles and faster recovery times.

â¢ Method and System for Creating Decentralized Repository of Fraud IPs and Publishers using Blockchain

â¢ Method and system for click to install behavior-based detection of fraud

â¢ Method and system for application installation and interaction during a podcast

c. Foreign exchange earnings and outgo

The foreign exchange earned in terms of actual inflows and the foreign exchange in terms of actual outflows, during FY2020-21 are as follows:

(In Rs.)
Earnings	489,346,014
Outgo	691,592,265

PARTICULARS OF EMPLOYEES

Details of the top ten employees in terms of remuneration drawn, as required under the provisions of Section 197 of the Act, read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this report as Annexure V.

The ratio of remuneration of each director and key managerial personnel to the median of employees'' remuneration, the percentage increase in remuneration, as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure VI.

There were no employees who were employed throughout the financial year or part thereof, by himself/ herself or along with his/ her spouse and dependent children, held more than two percent of the equity shares of the Company.

Further, there are no employees posted and working outside India and drawing salary in excess of the prescribed limits under the above Rules and accordingly, the statement included in this report does not contain the particulars of employees who are posted and working outside India.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5)

of the Companies Act, 2013, the Board hereby

submit its responsibility Statement:

a. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. the Directors have prepared the annual accounts on a going concern basis.

e. the Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively.

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors place on record their sincere thanks to the customers, employees, bankers, business associates, consultants, various Government Authorities and other stakeholders for their continued support extended to the Company during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on Behalf of The Board of Directors

Affle (India) Limited

Anuj Khanna Sohum Chairman, Managing Director & Chief Executive Officer

DIN: 01363666

Date: May 29, 2021 Place: Singapore

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