Affle India Ltd

Dear Member(s),

The Board of Directors hereby submits the Report of the business and operations of Affle (India) Limited ("Affle" or the "Company"), 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)

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 ‘other 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 ‘other 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.

YouAppi Inc.

On May 24, 2023, Affle International Pte. Ltd. (‘AINT'), 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.

Explurger Private Limited

On January 2, 2024, the Company had entered into a definitive ‘Series 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 "Transaction"), 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 ("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 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,theCompanyhadappointed 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.

(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 "Telescope" 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:

(in INR)

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 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. DuringFY2023-24,theNomination&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 ("SBEB Regulations") 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:

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)

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

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

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

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

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)

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, 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.