Affle Holdings subscribes 7.4 million convertible warrants, raising its stake to 43.6% in Affle 3i

What Affle 3i announced

On 19 June 2026, Affle 3i Limited filed a Regulation 29(2) disclosure with the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) reporting a change in shareholding by its promoter, Affle Holdings Pte Ltd. The change stems from the subscription to 7,400,000 convertible warrants that were allotted on 18 June 2026. The warrants are yet to be credited to the promoter’s demat account, and the filing details the impact of this acquisition on the promoter’s voting power and diluted share capital.

Details of the warrant subscription

• Acquirer: Affle Holdings Pte Ltd (Singapore), identified as a promoter of Affle 3i.
• Instrument: Convertible warrants issued on a preferential allotment basis.
• Number allotted: 7,400,000 warrants (equivalent to 2.96% of the diluted share capital).
• Date of allotment: 18 June 2026, as per the intimation received from Affle 3i.
• Status: Warrants have been allotted but are not yet credited in the promoter’s demat account.
• Conversion terms: The filing does not disclose the conversion price or expiry, only that the warrants entitle the holder to receive equity shares upon conversion, thereby increasing the diluted share count.

Shareholding impact

Before the warrant issue, Affle Holdings held 57,215,465 shares, representing 40.64% of the total voting capital of Affle 3i. After the warrant allotment, the promoter’s holdings become:

• Shares (voting rights): 57,215,465 (unchanged)
• Convertible warrants: 7,400,000
• Total voting‑right equivalents: 64,615,465
• Percentage of voting capital: 40.64% (unchanged, as warrants are not yet converted)
• Percentage of diluted capital: 43.60% (reflecting the potential conversion of the warrants).

The equity share capital of Affle 3i remains Rs 281,592,768 divided into 140,796,384 equity shares of Rs 2 each. After accounting for the potential conversion of all outstanding convertible securities, the total diluted share capital rises to Rs 296,392,768, representing 148,196,384 equity shares of Rs 2 each.

"The change in the shareholding is due to the subscription of convertible warrants by us. As per the intimation received from the Target Company, 7,400,000 convertible warrants have been allotted to us on June 18, 2026 and the warrants are yet to be credited in our demat account."

Key facts at a glance

Why this matters for investors

The filing is a statutory disclosure required when a promoter or any person acting in concert acquires a substantial shareholding (generally 5% or more) in a listed entity. The key implications for shareholders are:

• Potential dilution: If the warrants are exercised, the total number of shares will increase from 140.8 million to 148.2 million, diluting existing shareholders’ percentage ownership.
• Control dynamics: The promoter’s diluted stake rises to 43.6%, reinforcing its influence over corporate decisions, but still short of an outright majority.
• Regulatory compliance: The disclosure satisfies SEBI’s SAST regulations, ensuring transparency about changes in shareholding structure.
• No immediate cash flow impact: Since the warrants have not yet been credited, there is no immediate change to the company’s cash position or balance sheet.
• Future conversion risk: Investors should monitor any subsequent announcements regarding the conversion of the warrants, as that will crystallise the dilution and could affect earnings per share and voting power.

Conclusion

Affle Holdings Pte Ltd, the promoter of Affle 3i, subscribed to 7.4 million convertible warrants on 18 June 2026, increasing its potential diluted ownership to 43.6% of the company. The warrants are pending credit to the promoter’s demat account, and their conversion will raise the diluted share count to 148.2 million. The filing satisfies SEBI’s Regulation 29(2) requirements, providing investors with a clear view of the promoter’s enhanced stake and the associated dilution risk. Further updates are expected when the warrants are either exercised or released.

FAQs

• Q: What instrument did Affle Holdings acquire?
  • A: Affle Holdings subscribed to 7,400,000 convertible warrants issued on a preferential allotment basis.
• Q: When were the warrants allotted?
  • A: The warrants were allotted on 18 June 2026, as disclosed in the filing dated 19 June 2026.
• Q: How does this affect the promoter’s ownership percentage?
  • A: The promoter’s voting‑right percentage of the total share capital remains at 40.64%, but its diluted ownership rises to 43.60% after accounting for the potential conversion of the warrants.
• Q: Are the warrants already reflected in the promoter’s demat account?
  • A: No, the filing states that the warrants are yet to be credited in the promoter’s demat account.
• Q: Will the equity share capital of Affle 3i change after conversion?
  • A: The equity share capital (Rs 281.59 crore) remains unchanged; only the diluted share capital will increase to Rs 296.39 crore if the warrants are converted.
• Q: Does the filing disclose the conversion price or expiry of the warrants?
  • A: The filing does not provide details on the conversion price, expiry, or other specific terms of the warrants.