Dear Member(s),
The Board of Directors hereby submits the Report of the business and
operations of Affle 3i Limited (formerly known as Affle (India) Limited)
("Affle" or the "Company"), 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)
|
Consolidated |
Standalone |
Particulars |
|
|
|
|
|
FY2024-25 |
FY2023-24 |
FY2024-25 |
FY2023-24 |
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 other 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
"Affle (India) Limited" to "Affle 3i Limited" 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 ("Listing Regulations"), a separate
section on "Corporate Governance" 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.
ESTABLISHMENTOFTHEVIGILMECHANISM
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, Non-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 reappointment. 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 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 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
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 2024-25 prepared in accordance with
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 28th
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 28th Annual General
Meeting till the conclusion of 33rd 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 long-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
onsecureDevOps,alongwithstandardised 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 cross-functional adoption demonstrates Affle's commitment to
embedding AI-led intelligence at scale, aligned with the "3i" ethos of
continuous innovation.
(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 FY2024-25 are as follows: (in INR
million)
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 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 ("Scheme"). Pursuant to a Trust Deed dated October 28,
2021, a Trust by the name "Affle (India) Limited Employees' Welfare Trust"
("Trust") 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. No. |
Date of Grant |
No. of options granted |
Exercise Price (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 |
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 ("SBEB Regulations") is available
on our website at h t t p s : / / a f f l e . c o m / p d f / 2 0 2 5 / E s o p
-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:
Affle International Pte. Ltd., Singapore (Wholly owned Subsidiary
with effect from April 1, 2018)
PT. Affle Indonesia, Indonesia (Step-down Subsidiary with effect
from July 1, 2018)
Affle MEA FZ-LLC, Dubai (Step-down Subsidiary with effect from
April 1, 2019)
Affle Iberia S.L, Spain (earlier known as Mediasmart Mobile S.L.)
(Step-down Subsidiary with effect from January 22, 2020)
Appnext Pte. Ltd., Singapore (Step-down Subsidiary with effect from
June 8, 2020)
Appnext Technologies Limited, Israel (Step-down Subsidiary with
effect from July 19, 2020)
Jampp (Ireland) Ltd., Ireland (Step-down Subsidiary with effect
from July 1, 2021)
Atommica LLC, USA (Step-down Subsidiary with effect from July 1,
2021)
Jampp EMEA GmbH, Germany (Step-down Subsidiary with effect from
July 1, 2021)
Jampp APAC Pte. Ltd., Singapore (Step-down Subsidiary with effect
from July 1, 2021)
Jampp HQ S.A., Argentina (earlier known as Devego S.A.) (Step-down
Subsidiary with effect from July 1, 2021)
Affle (UK) Limited (earlier known as Jampp Ltd., UK) (Step-down
Subsidiary with effect from July 1, 2021)
Affle Brazil Ltda. (earlier known as Jampp Veiculacao de
Publicidade Limitada) (Step-down Subsidiary with effect from July 1, 2021)
Affle Inc., USA (earlier known as YouAppi Inc.) (Step-down
Subsidiary with effect from May 1, 2023)
Affle Israel Ltd. (earlier known as YouAppi Limited, Israel)
(Step-down Subsidiary with effect from May 1, 2023)
YouAppi Japan Co. Ltd., Japan (Step-down Subsidiary with effect
from May 1, 2023)
Affle Inc. (Korea Branch) (earlier known as YouAppi Inc. Korea
Branch) (Step-down Subsidiary with effect from May 1, 2023)
YouAppi India Private Limited, India (Step-down Subsidiary with
effect from May 1, 2023)
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.
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
supportandconfidencereposedonyourCompany.
|
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 |
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