Axis Trustee Services Limited has made a disclosure regarding the creation of an indirect encumbrance over shares of Affle 3i Limited (‘ListCo’). This stems from a facility agreement dated June 5, 2026, involving AGPL Pte. Ltd. (Borrower) and Affle Holdings Pte. Ltd. (Guarantor). The Borrower and Guarantor collectively hold 54.99% of ListCo’s issued capital. No direct pledge has been created on these shares.
Disclosure of Indirect Encumbrance
Axis Trustee Services Limited, through its GIFT City branch and as the Security Agent, has issued a disclosure concerning an indirect encumbrance created over shares of Affle 3i Limited (referred to as ‘ListCo’). This disclosure is made pursuant to the requirements of Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Facility Agreement Details
The indirect encumbrance arises from a facility agreement dated June 5, 2026. The key parties involved are AGPL Pte. Ltd. as the ‘Borrower’, Affle Holdings Pte. Ltd. as the ‘Guarantor’, and Axis Trustee Services Limited (GIFT City branch) as the ‘Facility Agent’, with Axis Trustee Services Limited also acting as the ‘Security Agent’. The facility was availed by the Borrower from original lenders.
Shareholding as of Facility Agreement Date
As of the date of the Facility Agreement:
- The Borrower holds 2,00,89,555 shares of ListCo, representing 14.27% of the total issued capital on a fully diluted basis.
- The Guarantor holds 5,72,15,465 shares of ListCo, representing 40.65% of the total issued capital on a fully diluted basis.
Collectively, the Borrower and Guarantor hold 7,73,05,020 fully paid-up equity shares of ListCo, constituting 54.99% of its issued and paid-up share capital.
Nature of Encumbrance
The disclosure confirms that no direct pledge has been created over the ListCo Shares. The encumbrance is indirect and arises from the terms of the Facility Agreement and associated security documents. Specifically, the Guarantor has created security over its shares in favour of the Security Agent. Furthermore, non-disposal and encumbrance restrictions, such as mandatory prepayment on change of control or disposal of assets, and negative pledge clauses, are treated as ‘encumbrance’ under the SAST regulations.
Axis Trustee’s Role
Axis Trustee Services Limited clarifies that it does not hold any beneficial interest in the ListCo Shares and is acting solely in its capacity as the Facility Agent and Security Agent.
Details of Acquisition (Annexure A)
Annexure A provides further details on the acquisition and encumbrance. It confirms that Axis Trustee Services Limited, GIFT City branch (as facility agent) and Axis Trustee Services Limited (as security agent) are involved with the acquirer. The acquirer does not belong to the Promoter/Promoter group. The shares of Affle 3i Limited are listed on the BSE Limited and National Stock Exchange of India Limited. Before the acquisition, the holding of the acquirer along with PACs in shares carrying voting rights, shares in the nature of encumbrance, voting rights otherwise than by equity shares, and warrants/convertible securities was Nil. The mode of acquisition is described as ‘Encumbrance’. The date of creation of the encumbrance is June 5, 2026.
The equity share capital of the TC before the said acquisition was 14,07,69,384 fully paid-up equity shares. After the said acquisition, the equity share capital remains the same. The total diluted share/voting capital of the TC after the said acquisition is 14,18,73,978 (comprising 14,07,69,384 fully paid-up equity shares plus 10,77,594 shares underlying outstanding convertible securities).
Post-acquisition, the holding of the acquirer along with PACs in shares carrying voting rights, VRs otherwise than by equity shares, and warrants/convertible securities remains Nil. However, shares in the nature of encumbrance held by the acquirer along with PACs amount to 7,73,05,020, representing 54.99% of the total share/voting capital and 54.49% of the total diluted share/voting capital of the TC.
Source: BSE
