Affle 3i Ltd files revised SAST disclosure, encumbers 54.9% of shares

What Affle 3i Ltd announced

Affle 3i Ltd (formerly Affle (India) Ltd) filed a revised disclosure under Regulation 31(1) and 31(2) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 on 8 July 2026. The revision was prompted by a request from BSE to adopt the updated format prescribed in the SEBI Master Circular of 16 February 2023. The core change is the inclusion of detailed information on share encumbrances created by the company’s promoters – AGPL Pte Ltd and Affle Holdings Pte Ltd.

The filing confirms that both promoters have created non‑disposal undertakings (a form of encumbrance under the Takeover Regulations) on a substantial portion of their shareholdings. No new share issuance, buy‑back, or cash transaction is disclosed; the announcement is purely a compliance‑driven update.

Details of the encumbrance

Together, the two promoters have encumbered 77,305,020 shares, representing approximately 54.9 % of Affle 3i’s total share capital (including diluted capital). The encumbrance is held in favour of three entities that are part of the facility agreement:

1. Axis Trustee Services Limited (Security Agent)
2. Axis Trustee Services Limited, GIFT City branch (Facility Agent)
3. The Hongkong and Shanghai Banking Corporation Limited, Singapore branch and Citibank N.A., Singapore branch (Original Lenders)

The facility agreement, dated 5 June 2026, outlines the terms under which the promoters have pledged their shares as security. Clause 8.3(c) of the agreement imposes a mandatory pre‑payment on any change of control, which is the specific trigger that classifies the pledge as a non‑disposal undertaking under the SAST rules.

Updated disclosure format

The revised filing incorporates two key changes mandated by the SEBI Master Circular:

• Separate column for “Reason for encumbrance” – This clarifies that the encumbrance stems from a facility agreement and is intended to protect lenders in the event of a change of control.
• Explicit naming of lenders – The disclosure now lists the security agent, facility agent, and original lenders, providing greater transparency to the market.

The company’s compliance officer, Parmita Choudhury, signed the submission on behalf of Affle 3i Ltd, confirming that the information reflects the latest status of promoter share encumbrances.

Key facts at a glance

Why this matters for investors

The disclosure does not indicate any immediate dilution or cash flow impact, but it does signal that a major portion of promoter holdings is subject to contractual restrictions. Under the SAST framework, a non‑disposal undertaking prevents the promoters from selling, transferring, or otherwise disposing of the pledged shares without lender consent, especially if a change‑of‑control event occurs.

For shareholders, the key implications are:

• Share‑holding stability – The encumbrance may limit the promoters’ ability to liquidate large blocks of shares, potentially reducing volatility in the free‑float.
• Takeover dynamics – Any future acquisition bid would need to consider the lenders’ rights under the facility agreement, as they could enforce pre‑payment or other conditions.
• Regulatory compliance – By updating the disclosure in the newer SEBI format, Affle 3i demonstrates adherence to evolving transparency norms, which can be viewed positively by regulators and institutional investors.

No further corporate actions (such as release or invocation of the encumbrance) are reported in this filing; the status remains as a creation of the pledge on 5 June 2026.

Conclusion

Affle 3i Ltd’s revised SAST disclosure filed on 8 July 2026 reveals that its promoters have pledged over half of the company’s share capital as non‑disposal undertakings under a June 2026 facility agreement. The filing updates the disclosure format to meet SEBI’s latest requirements, adding clarity on the reason for encumbrance and the identities of the lenders. While the encumbrance does not affect the company’s cash position, it imposes constraints on promoter share disposals and will be a material consideration in any future change‑of‑control scenario. No further releases or modifications to the encumbrance have been announced at this time.