63 Moons Technologies Ltd

DIRECTORS' REPORT

To,

The Members,

Your Directors present the Thirty-sixth Annual Report of your Company together with the Audited Financial Statements for the year ended March 31, 2024.

FINANCIAL PERFORMANCE

Financial Results Standalone and Consolidated

The financial statements for the year ended 31st March, 2024 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 ("the 2013 Act") read with the Companies (Indian Accounting Standards) Rules, 2015 and the relevant provisions of the 2013 Act, as applicable.

Standalone Financials

The total revenue from operations for the year ended March 31, 2024 was at Rs.45,526.88 lakhs as compared to Rs.27,249.38 lakhs for the year ended March 31, 2023 For the year under review, your Company has reported profit before finance cost, depreciation, exceptional items and tax of Rs.33,179.54 lakhs compared to profit of Rs.15,514.37 lakhs in the previous year. Profit before tax was Rs.27,052.45 lakhs compared to Loss of Rs.6,886.09 lakhs in the previous year. The net Profit after tax was Rs.26,921.63 lakhs as compared to profit of Rs.2,775.41 lakhs in the previous year.

Consolidated Financials

The consolidated Net profit for the year ended March 31, 2024 was at Rs. 22,250.59 lakhs as against loss of Rs. 1,630.88 lakhs in the previous year ended March 31, 2023. Shareholders' funds as at the year ended March 31, 2024, was at Rs. 3,31,810.87 lakhs as against Rs. 3,09,050.72 lakhs as at March 31, 2023. Shareholders' fund includes non-controlling interest of (Rs. 2,925.77) lakhs as compared to (Rs.2,450.13) lakhs in previous year.

Pursuant to the provisions of the Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company. The Company continues to carry out activities as stated in the main object clause of its Memorandum of Association as there has been no change in the nature of its business.

BUSINESS OVERVIEW: FISCAL YEAR 2023-24

Throughout the year under review, your Company have witnessed unprecedented success and growth. The groundwork for expanding horizons was laid last year itself through its subsidiary as well as own initiatives which reflects our 3.0 verse global super app. For instance, 3.0 verse of the Subsidiary, tackled existing industry problems by offering solutions such as creating tradable digital tokens using the secured blockchain technology, increased liquidity and reduced transaction costs, and fractional ownership. 3.0 university created timely courses, for example, those focused on Blockchain, Artificial Intelligence, and Cybersecurity by partnering with industry experts. And 3.0 tv played a crucial role in keeping the viewers across the globe updated about everything that happened in the Web 3.0 and emerging technologies ecosystem. Having tested waters with emerging technologies like Blockchain, our foray into Cybersecurity with 63SATS in another Subsidiary and the act of leveraging franchising models for it. The enthusiasm displayed by the stakeholders of this ecosystem regarding our seminars and roadshows held across the country during the last year validates our belief in the potential of the emerging technologies to redefine paradigms. Undoubtedly, this is the future. Your Company has been a torchbearer in the technological advancements in the fintech space, providing the necessary support of critical technologies for multi-asset class exchanges, among the other segments.

Brokerage Trading Solutions (BTS) Business

Business has seen a moderate growth top line revenue in 2023-24. Significant change in compensation levels for core technology resources has increased the cost of operations which in turn has impacted profitability. The Brokerage Technology Solutions business has continued with enhancements and innovations to its core product suite. We continue to persevere and increase our market share.

Exchange Technology Business

As stated in the previous year Annual Report, another last-minute new contract was sought by MCX which was effective for period from 01st July 2023 to 31st December 2023, after that MCX has changed the Vendor and to that extent your Company's revenue is affected. The Exchange Technology division continues to serve to Metropolitan Stock Exchange of India Ltd. It is also exploring opportunities around the technology skills that it has so that the existing team can be leveraged for better revenue realisation in the coming times.

Risk Solutions

During the FY24, the division successfully implemented new version of DataCollector for a global financial regulator. Furthermore, this new version was implemented on cloud, enhancing SupTech capabilities of the Central Bank. A domestic housing finance regulator has been using the division's ADF application (Automated data flow) for collection of data from Housing Finance Companies (HFCs). During the year the division created an analytical report creation facility as well as an early warning system in ADF application. For the HFCs submitting data, the division developed a data validation utility to enable data validation at HFC-level. During the year more than half a dozen HFCs were onboarded as our client The division is actively pursuing to position its DataCollector application as an Enterprise Information Resource Management (EIRP) software, which can be used by any enterprise having interfaces with other stakeholders- both internal and external- for submission, validation, and addition of information. The division has already implemented such an information supply chain facility as a bespoke facility in one of its major clients. The division is creating such a facility as a generic and configurable one in its DataCollector. The division has enhanced its Value at Risk (VaR) application by adding a stressed VaR module. The division is actively pursuing overseas emerging markets for DataCollector. Multiple demonstrations have been carried out for Central Banks in Middle East, Latin America and Africa.

New Vision

Over the years, your Company's journey from strength to strength exhibits its continual perseverance and efforts in the current business operations. The rise of your Company's line of products to a leading position in the markets is a testimony that the product offerings have been well received. Your Company's step towards excellence in its existing sphere of operations is furthering the evolution of technological offerings.

During the year under review, your Company has not only introduced several enhancements to its current line of product offerings but also more than matched its past performance by expanding the horizons of technological advancements in other areas, too. Having these aspects of technological advancements as its inherent characteristics, your Company has ventured into new areas through the launch of 63SATS, in the direction of providing Cybersecurity – the Gold of the Digital Economy. Through the new venture – 63SATS in the Subsidiary– your Company is providing an umbrella of Cybersecurity technology solutions across various layers: individual-level, enterprise-level, and government level to combat cyber threats. Our Cybersecurity technology is powered by avant-garde Cybersecurity, in alliance with the world's leading 10 best digital security firms from Israel to USA.

Legal matters

In a civil suit filed by L.J. Tanna Private Limited & Ors. relating to NSEL payment default, the Hon'ble Bombay High Court passed an ad interim order restraining the Company from distributing any dividend or depositing the same in the dividend distribution account as per Companies Act, 1956, until the final hearing and disposal of the Notice of Motion. As a result, the Company has complied with the order and has not distributed the final dividend to the shareholders. Court. The matter is pending for hearing.

The Union of India, through the Ministry of Corporate Affairs ("MCA") filed a Company Petition before the Company Law Board, inter-alia seeking removal and supersession of the Board of Directors of the Company. As an interim arrangement, the NCLT, with consent, formed a committee for certain matters. Upon appeal, the NCLT dismissed MCA's request for the removal and supersession of the entire Board and instead ordered MCA to nominate three directors to the Board.

The NCLAT upheld the NCLT's order. The Company has appealed to the Hon'ble Supreme Court, which has granted a stay on the appointment of directors and the matter is pending for hearing.

The Company filed Writ Petitions before the Hon'ble Bombay High Court, challenging the validity of certain Notifications issued under MPID Act. The Hon'ble Bombay High Court pleased to quash and set aside the said Notifications. In appeal, the Hon'ble Supreme Court has set aside the High Court's order and upheld the validity of Notifications.

The Company is now pursuing its remedy before the Designated Court against these Notifications The Directorate of Enforcement has attached properties of Company by issuing provisional attachment orders under the Prevention of Money Laundering Act, 2002.

The Adjudicating Authority under PMLA had confirmed the said provisional attachments. The Appellate Tribunal quashed the provisional attachment orders subject to conditions. Company has filed the appeal before the Hon'ble Bombay High Court for limited purposes challenging only the conditions mentioned in the impugned order of the Appellate Tribunal ED has also filed cross appeal Both appeals are pending for hearing. Except as stated above, no material changes and commitments have occurred after the close of the financial year till the date of this Report, which significantly affects the financial position of the Company.

A. Audit Report on Standalone Financial Statements

The Management explanation for qualification made by the Statutory Auditors in their Independent Auditors Report dated May 24, 2024 on the Standalone Financial Statements for the year ended March 31, 2024 is as under:

1) With respect to qualification A in Auditors Report, explanation of the Management is as under:

a) Post July-2013, civil suits have been filed against the Company in relation to the counter party payment default occurred on the exchange platform of NSEL, wherein the Company has been made a party. In these proceedings certain reliefs have been claimed against the Company, inter-alia, on the ground that the Company is the holding company of NSEL.

These matters are pending before the Hon'ble Bombay High Court for adjudication. The Company has denied all the claims and contentions in its reply. There is no privity of contract between the Company and the Plaintiffs therein. The management is of the view that the parties who have filed the Civil Suits would not be able to sustain any claim against the Company. These matters are pending for hearing before the Hon'ble Bombay High Court.

b) First Information Reports (FIRs) have been registered against various parties, including the Company, with the Economic Offences Wing, Mumbai (EOW) and Central Bureau of Investigation (CBI) in connection with the counter party payment default on NSEL trading platform. After investigation, EOW, Mumbai has presently filed various charge-sheets in the matter.

The Company has been named in the charge sheet filed in December 2018. CBI has filed charge-sheets including against the Company for alleged loss caused to PEC Ltd. & MMTC Ltd on NSEL platform and aforesaid cases are pending for trial before Court. c) The SFIO has filed a complaint with the Hon'ble Sessions Court under various sections of IPC and Companies Act against several persons/entities including the Company relating to NSEL payment default. The Company has challenged the issuance of process order before the Hon'ble Bombay High Court and the proceedings in the matter has been stayed by the Hon'ble High Court. The matter is pending for hearing before Hon'ble Bombay High Court.

d) The State Government attached various assets of the Company under MPID Act by issuing Gazette Notifications. The Company is in the process of pursuing its remedy before Hon'ble MPID Court against said Notifications.

e) The Enforcement Directorate (‘ED') has attached certain assets of the Company under the provisions of the Prevention of Money Laundering Act, 2002(PMLA). The Hon'ble Appellate Tribunal quashed the provisional attachment orders and imposed conditions with regard to the Company.

The Company has filed the appeal before the Hon'ble Bombay High Court for the limited purpose for challenging the conditions put by the Hon'ble Appellate Tribunal. The Hon'ble Court was pleased to admit the appeal. ED has also filed cross appeal, which is tagged with the Company's appeal. The matters are pending for hearing. Meanwhile, ED filed a prosecution complaint before the Spl. PMLA Court, Mumbai against the Company and the same is pending for trial.

B. Audit Report on Consolidated Financial Statements

The Management explanation for qualifications made by the Statutory Auditors in their Independent Auditors Reports dated May 24, 2024 on the Consolidated Financial Statements for the year ended March 31, 2024 are as under:

1. With respect to item no. 1 which pertains to the Company refer paragraph (A) above.

2. With respect to item no. 2 which are pertaining to the qualifications made by the Statutory Auditors of a subsidiary viz National Spot Exchange Limited (NSEL) in their Independent Auditors Report on NSEL's Consolidated Financial Statements for the year ended March 31, 2024 which has been reproduced by the Statutory Auditors of the Company (63moons) in their Independent Auditors Report (Auditors Report) dated May 24, 2024 on the Consolidated Financial Statements for the year ended March 31, 2024, the explanation given by the management of NSEL are as under: ("Company" in the response below refer to NSEL)

i) With respect to qualification 2A in Auditors Report, explanation of NSEL's Management is as under: NSEL is taking all steps to defend its position, however since all matters are sub-judice, the Company is unable to quantify the impact, if any, of such legal proceedings on the financial statements of the Company. There are no claims/litigations which may require adjustments in the Consolidated Ind AS Financial Statements.

ii) With respect to qualification 2B in Auditors Report, explanation of NSEL's Management is as under: Majority value of the trade and other receivables, loans and advances etc. are under litigation/ subject to court orders. The company has already made provision for majority of the values or disclosed the reason for non-provisioning. The company is making full efforts for recovery of the amounts.

DIVIDEND

Your Directors have recommended a dividend of Rs.2/- per share (i.e.100%) on the face value of Rs.2/- per share for the F.Y. 2023-24. The distribution of said dividend shall be subject to the approval of shareholders at the forthcoming Annual General meeting and appropriate judicial orders. As the Shareholders are aware, the following dividends are pending for distribution due to the Hon'ble Bombay High Court order: a. The final dividend of Rs.5/- per share for the FY 2014-15, approved by the shareholders at the Annual General Meeting held on September 30, 2015, could not be paid as the Hon'ble Bombay High Court vide its order dated September 30, 2015 in Notice of Motion no. 1490 of 2015 in Suit no. 121 of 2014 – L.J. Tanna Shares & Securities Pvt. Ltd. and Ors., Vs. Financial Technologies (India) Limited inter-alia directed that pending hearing and final disposal of Notice of Motion "FTIL shall not distribute any dividend amongst its shareholders and shall also not deposit any amount in compliance with Section 123 sub - clause (iv) of the Companies Act, 1956", (to be read as Companies Act,2013).

b. Payment of Rs.2/- per share for FY 2016-17 approved by the shareholders at the 29th AGM held on September 27, 2017 is pending subject to appropriate judicial orders.

c. Payment of Rs.2/- per share for FY 2017-18 approved by the shareholders at the 30th AGM held on September 27, 2018, is pending subject to appropriate judicial orders.

d. Payment of Rs.2/- per share for FY 2018-19 approved by the shareholders at the 31st AGM held on September 18, 2019, is pending subject to appropriate judicial orders.

e. Payment of Rs.2/- per share for FY 2019-20 approved by the shareholders at the 32nd AGM held on December 09, 2020, is pending subject to appropriate judicial orders.

f. Payment of Rs.2/- per share for FY 2020-21 approved by the shareholders at the 33rd AGM held on September 18, 2021, is pending subject to appropriate judicial orders.

g. Payment of Rs.2/- per share for FY 2022-23 approved by the shareholders at the 35th AGM held on September 27, 2023, is pending subject to appropriate judicial orders.

The Company has informed the IEPF Authority about the above pending dividends for distribution to shareholders in view of the Hon'ble Bombay High Court Order as stated in point (a) above.

Prior to the above mentioned High Court order, your Company has paid consecutive dividends for the past 38 quarters which is in accordance with the sustainable dividend pay-out policy of the Company and linked to its long term growth objectives.

The Dividend Distribution Policy is available on the website of the Company which can be accessed at the link: www.63moons.com/investors/ corporate-governance/policies/Dividend-Distribution-Policy.pdf Pursuant to Finance Act 2020, dividend income will be taxable in the hands of the Shareholders w.e.f. 01/04/2020. As the payment of Dividend for FY 2023-24 is subject to appropriate judicial order, relevant communication relating to TDS would be sent to Shareholders after receipt of applicable judicial order.

TRANSFER TO RESERVES

Your Company does not propose to transfer any sum to General Reserve for the year under review.

SHARE CAPITAL

There was no change in the Share Capital of the Company during the year under review. As on March 31, 2024, the paid-up equity Share Capital of your Company stood at Rs. 921.57 lakhs comprising of 46,078,537 equity shares of Rs.2/- each. During the year under review the Company has not issued any shares with differential voting rights nor has it granted any Stock Option or Sweat Equity.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), is provided in a separate section forming part of this Annual Report.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND THEIR PERFORMANCE HIGHLIGHTS

The Company has 17 subsidiaries (including step-down subsidiaries) as on March 31, 2024 There is one Associate company and no joint venture company within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of business of the subsidiaries, except one subsidiary viz., Global Payment Networks Limited, wherein the business of providing cyber security related products and services has been started and accordingly the name of the subsidiary has been changed to 63SATS Global Cyber Technologies Networks Limited and the main Object Clause is also changed to align with cyber security products and services activities.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("Act"), a statement containing salient features of the financial statements of Company's subsidiaries, associate companies and joint ventures is given in Form AOC-1 as Annexure - I and the same forms part of this report. The statement also provides the details of highlights of performance of subsidiaries. The financial statements of each of the subsidiaries may also be accessed on the website of the Company www.63moons.com. Financial Technologies Middle East- DMCC (subsidiary of FTGIPL) was liquidated w.e.f. 06.10.2022.

Whereas Riskraft Consulting Ltd. (Riskraft) was liquidated w.e.f. 20.11.2023 The voluntary liquidation process of IBS Forex Ltd. is yet to be completed.

During the previous year, Ticker Limited, has incorporated a wholly owned subsidiary viz., Ticker Data Limited. resulting in creation of a step down subsidiary for 63 moons technologies limited.

Further, Ticker Limited has transferred its Content provider business to Ticker Data Limited. As the shareholders are aware that as per the terms of the Agreement NTT Data Corporation, Japan has to acquire balance 21,00,86,610 equity shares of NTT Data Payment Services India Limited (Formerly ATOM Technologies Limited) held by 63 moons, the closure of the said transaction would be subject to the appropriate Board and judicial approvals. During the FY 2023-24, the Company has signed first Supplemental Agreement to Shareholders Agreement with NTT Data Group Corporation (formerly NTT Data Corporation) w.r.t. the Call Options relating to acquiring of aforesaid balance equity shares of NTT Data Payment Services India Limited by NTT Data Group Corporation. The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company's website at the link: www.63moons.com/investors/corporate-governance/policies/Material-subsidiary-policy.pdf.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Regulations is annexed hereto, and forms part of this Annual Report. A Certificate from the Auditors of the Company confirming compliance with Corporate Governance norms is annexed to the report on Corporate Governance.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (‘Listing Regulations') the Business Responsibility and Sustainability Report, in the prescribed format, forms an Integral Part of the Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and Listing Regulations, as amended, your Company has formulated a Policy on Related Party Transactions which can be accessed on Company's website at www.63moons. com/investors/corporate-governance/policies/Related-Party-Transactions-Policy.pdf. The Policy is to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All arrangements/transactions entered by your Company with its related parties during the year were in ordinary course of business and on an arm's length basis. During the year, the Company has made investments in its subsidiary i.e. NSEL amounting to Rs.4750 lakhs in terms of the shareholders' approval obtained in 2022. Except for the transaction with NSEL, the Company did not enter into any arrangement/transaction with related parties which could be considered material, in accordance with Companies Act, 2013 and Listing Regulations.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive nature, entered in the ordinary course of business and are on arm's length basis in accordance with the provisions of the Act read with the Rules issued thereunder and the Listing Regulations.

There were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The details of the transactions with related parties are provided in the accompanying financial statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR activities of the Company are as per the requirements of Section 135 of the Act which has been approved by the Board. During the year, the Company has been awarded CSR Leadership Award by World CSR Congress under Global CSR Excellence & Leadership award, as recognition of CSR program done by your Company. Also awarded in special category for support and improvement in Quality Education.

For details regarding the CSR Committee, please refer to the Corporate Governance Report, which is part of this report.

The CSR policy is available on the website of the Company which can be accessed at the link: www.63moons.com/ investors/corporate-governance/policies/CSR-policy.pdf. The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure - II and the same forms part of this report.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to monitor the risk management plan for the Company.

The risk management system identifies and monitors risks which are related to the business and over all internal control systems of the Company. The Audit Committee has oversight responsibility in the areas of financial risks and controls. The risk management committee is responsible for reviewing the risk management policy and ensuring its effectiveness and assist the Board in ensuring that all material Compliances, Control, Safety and Operations and Financial risks have been identified and adequate risk mitigations are in place to address these risks.

The Audit Committee and the Board has also noted the risks prevailing in respect of what is stated in the paras relating to legal matters and explanation to the Qualifications in Auditors Report above that may affect the business of the Company.

CYBER SECURITY

Cybersecurity is an important part of your Company's risk management processes. The Risk Management Committee regularly reviews and discusses the Company's cybersecurity framework and programs. The Company's cybersecurity risk management program is managed by a separate department headed by Chief Information Security Officer. In view of the increased cyberattack threats, the cybersecurity is reviewed periodically and the processes and technologies are enhanced on regular basis to mitigate the probable risk arising out of cyberattacks. Your Company's robust cybersecurity risk management framework is implemented to identify, evaluate, monitor and report cyber risks for Company's IT infrastructure. There were no cyber security incidents or breaches, or loss of data or documents occurred/happened, during the year under review.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has in place internal financial control systems, which are commensurate with its size and the nature of its operations. The Internal control system is reviewed and modified on an on-going basis to meet the changes in business conditions, accounting and statutory requirements. Internal Audit plays a key role to ensure that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported properly. The Internal Auditors independently evaluate the adequacy of internal controls.

The findings and recommendations of the Internal Auditors are reviewed by the Audit Committee and followed up till implementation wherever required. Further, as per requirement of clause (i) of sub-section (3) of section 143 of the Companies Act, 2013 ('the Act'), the statutory auditors have reported on the internal financial controls and opined that the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Company has eight Directors comprising of two Executive Directors and six Non-Executive Directors, out of which three are Independent Directors. There is one Women Director. At the Annual General Meeting of the Company held on September 27, 2023, Mr. Sunil Shah (DIN:02569359) and Mr. Venkat Chary (DIN: 00273036) who were liable to retire by rotation were re-appointed as the Directors of the Company. Further, the Shareholders' also re-appointed Mr. Kanekal Chandrasekhar (DIN:06861358) as an Independent Director for a second term of 5 (five) years commencing from September 18, 2023 till September 17, 2028.

Mr. Rajendran Soundaram (DIN: 02686150) was reappointed by the members by way of postal ballot, as Managing Director & CEO for a period of three years commencing from June 01, 2023 till May 31, 2026, not liable to retire by rotation. Similarly, Mr. Devendra Agrawal (DIN: 03579332) was also re-appointed by the members by way of postal ballot, as Whole-time Director & CFO for a period of three years commencing from May 27, 2023 till May 26, 2026, liable to retire by rotation.

Mr. Suresh Salvi (DIN: 07636298) ceased to be an Independent Director of the Company on the expiry of his term on 17th September 2023.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as provided in Section 149(6) of Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. The Board is of the opinion that all the Independent Directors are having good integrity and possess the requisite expertise and experience. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. Devendra Agrawal (DIN: 03579332) and Mr. Devender Singh Rawat (DIN: 02587354) retire by rotation at the forthcoming Annual General Meeting and, being eligible offers themselves for re-appointment. The Board recommend their re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. The other Directors continue to be on the Board of your Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are –

1. Mr. S. Rajendran, Managing Director and Chief Executive Officer 2. Mr. Devendra Agrawal, Whole-time Director and Chief Financial Officer

3. Mr. Hariraj Chouhan, Company Secretary.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the SEBI on January 5, 2017, the Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors taking into consideration the various aspects of the Board's functioning, execution and performance of specific duties, obligations and governance.

The performance of the Board, Chairman and Independent Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in treasury and risk management, legal challenges faced by the Company, general corporate governance, strategic planning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members as well as other directors. The criteria for performance evaluation of the Committees included aspects such as composition of committees, effectiveness of committee meetings, etc. The performance evaluation of the Independent directors was carried out by the entire Board, excluding the independent director whose performance being evaluated.

The Independent Directors of the Company met on March 19, 2024, without the presence of Non-independent Directors and members of the management to review the performance of Non-independent Directors including Whole time directors and the Board of Directors as a whole, and to assess the quality, quantity and timeliness of the flow of information between the management and the Board of Directors.

The NRC and Board in evaluating the performance of Executive Directors have appreciated their good leadership role for ensuring effective risk and human resource management despite the various financial and legal challenges faced by the Company.

On review of Board as a whole, members expressed satisfaction on the diversity of experience, composition of group, and induction process of new members, and competency of directors.

The members expressed appreciation on functioning of Audit committee, NRC, CSR, Stake holders, Risk Management and Investment Committee in discharging their expected role and expressed their satisfaction with the evaluation process.

MEETINGS OF THE BOARD

The Board of Directors of the Company met 4 (Four) times during the financial year. The details of Board Meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.

As permitted by the relevant rules and regulations, Board and Committee meetings took place virtually through video conferencing and the applicable provisions were complied with for such virtual meetings.

AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY COMPANY

Details of loans, guarantees and investments have been disclosed in the Financial Statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure - III and the same forms part of this Report.

ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with applicable Rules is available on the website of the Company and can be accessed at www.63moons.com/investors/ shareholders/annual-reports.html.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure - IV to this Report.

Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available electronically 21 days before the Annual General Meeting and members seeking to inspect such documents can send an email to info@63moons.com. Such details are also available on your company's website and can be accessed at www.63moons.com/investors/shareholders/annual-reports.html. None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a whistle blower policy and having necessary vigil mechanism in compliance with the Companies Act, 2013 and SEBI (LODR) Regulations to report genuine concerns or grievances. The Whistle Blower Policy has been disseminated within the Company and also posted on the website of the Company and can be accessed at the link: www.63moons.com/investors/corporate-governance/ policies/Whistle-Blower-Policy.pdf.

No employee was denied access to the Audit Committee.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy for selection and appointment of Directors including determining qualifications, independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178 (3) of the Act. The details of the policy are provided in the Corporate Governance Report, which forms part of this Annual Report. The Nomination and Remuneration Policy has been placed on the website of the Company and can be accessed at the link: www.63moons.com/investors/corporate-governance/ policies/Nomination-and-Remuneration-Policy.pdf.

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act, 2013.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. The said policy is available on the internal portal of the Company for information of all employees. During the FY 2023-24 , the Company has not received any complaints on sexual harassment and hence no complaints remain pending as of March 31, 2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Except as stated in the para relating to legal matters mentioned above, there are no other significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. The details of litigation including tax matters are disclosed in the notes to the Financial Statements which forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. the Directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the 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 such internal financial controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

EMPLOYEES STOCK OPTION PLAN (ESOP)

The Nomination & Remuneration Committee of the Board of Directors of the Company, inter-alia, administers and monitors the Employees Stock Option Plan of the Company in accordance with the applicable SEBI Guidelines. The ESOP Scheme 2020 is yet to be implemented and stock options are yet to be granted and hence no stock options are outstanding as on March 31, 2024.

SECRETARIAL STANDARDS

The Company is in compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Sharp & Tannan Associates, Chartered Accountants, Mumbai (Regn. No. 109983W) were re-appointed as the Statutory Auditors of the Company at the Annual General Meeting (AGM) held on September 19, 2019 for a period of five years on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. Accordingly, their tenure is upto the conclusion of ensuing Annual General Meeting.

The Board at its meeting held on 12th August 2024, recommended the appointment of M/s. Chaturvedi Sohan & Co., Chartered Accountants (Regn No. 118424W), Mumbai as the Statutory Auditors of the Company for a period of five consecutive years from the conclusion of 36th Annual General Meeting for the approval of Shareholders at the ensuing Annual General Meeting.

DETAILS OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by Auditors pursuant to Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act, the Board has appointed M/s BNP & Associates, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure - V and the same forms part of this report. The Secretarial Auditors' report does not contain any qualifications, reservations or adverse remarks.

AWARDS AND RECOGNITIONS

For any organization, winning of awards and accolades is never possible without its employees support and contribution. Your Company has won several awards and accolades during the year 2023-24. With great pride, we share the details of awards received by us for our organization's best practices in Talent Management, Employee Engagement, retention strategies etc. the details of the same are given here under.

(i) Best Cyber Security award presented by Corporate Titan awards, (ii) Continuous Innovation in HR strategy at work, Brand Excellence in IT/ITES sector, (iii) Maharashtra State Best Employer Brand presented by National Awards for Excellence & Leadership, (iv) Asia's Best Award for Institution Building presented by Aisa's Best Employer

Branding Awards 2023, Singapore, (v) HR Team of the Year 2023 presented by Employee Happiness Awards, Kamikaze B2B Media, (vi) Business Transformation Award presented by Tech Circle's Business Transformation Awards 2023, (vii) India's Best Company of the Year 2023 presented by Berkshire Media LLC, USA, (viii) The Most Preferred Workplace 2023-2024 (IT&ITES Edition) presented by Prominent media network - Marksmen Daily.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder.

The Annual Secretarial Compliance Report has been submitted by your Company to the Stock Exchanges.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential voting rights as to dividend, voting or otherwise.

• Neither the Managing Director nor the Whole-time Director of the Company receive any remuneration or commission from any of its subsidiaries.

HUMAN RESOURCES

63 moons technologies limited (63 moons) is an equal opportunity provider which ensures non-discrimination at the workplace. The Company remains committed to its employees and values each one's contribution in the collective growth. At 63 moons, we believe in providing a great workplace/ a conducive work culture to emphasize that employees have freedom to ideate towards its core philosophy of entrepreneurship and innovation while having fun and joy at work. As of 31 March 2024, the Company had employee strength of 863 (increased by 9% YoY).

The Company strongly believes and promotes transparent communication policy. The Human Resources Dept. (HR Dept.) has an open door policy to encourage employees to reach out HR.

The HR dept. is trained to, always, be on alert and available for any help sought by the employees. Most of our systems and processes are automated to ensure that required information is available anytime to our employees. At 63 moons, we believe in celebrating the differences and diversity.

The organization has mix of people diversely different from each other in terms of age, experience, qualification, race, cultures, geographic locations etc. Each one of us is unique and special and we as an organization cherish and celebrate these differences. Even when we celebrate events, we ensure that each event has a unique theme so that the maximum number of employees can participate in one or other event based on their interests, likings and capabilities.

We celebrate all the following festive occasions with equal commitment and fervor. Through innovative HR initiatives, we empower to motivate employees by participating in various events such as International Women's Day, Holi Celebration, Independence Day, Ganesh Chaturthi, Navratri Celebration, Diwali Celebration, JOSH (Annual Sports), Juniors' Day, Annual Party etc. Many wellness events are arranged for employees such as Yoga, Zumba, Eye check-up, Blood Donation, Scalp & Skincare and talks on various Health Topics. At 63 moons, we prioritize societal and reflecting our commitment to social responsibility through impactful CSR initiatives.

Through regular events and programs, we empower employees to engage with and uplift underprivileged communities, making a tangible difference in society. Such as TATA Mumbai Marathon, Blood Donation Camp, Tree Plantation at Butterfly Garden. 63 moons participated by taking initiatives under Corporate Social Responsibility, in association with Srujna our NGO partner that supports Women Empowerment and motives to uplift the economically backward women in the society by teaching them skills which would help to earn livelihood. Also, in association with Anviksha Blood Bank by Deepak's Foundation who help needy patients with blood and blood products for the past 28 years. An engaged employee is aware of the business context and works with colleagues to improve the job performance for the benefit of the organization. The employee goes beyond the basic job responsibility to delight the customers and drive the business forward. Engagement is closely related to job involvement and flow.

Along with this, HR communication remains committed to share daily news and updates over established channels as well as on social media platforms. In addition, MoonQuest (monthly digital magazine) is used as a timely communication feed providing varied subject knowledge. All HR initiatives have not only helped us to strengthen our connection with employees but have also brought in a sense of general wellbeing and happiness at our workplace. Employee health benefit and engagement programs make 63 moons as one of the best companies to work.

At 63 moons, Learning & Development is inculcated through functional and behavioral based soft skill training programs to enhance employee's roles and responsibilities, conducted through On the Job (classroom training) and Experiential Outbound training. These are classroom training programs conducted to enrich soft skills that are important to develop for their job role like communication, presentation skills etc.

An experiential outbound training session fosters team building, a more engaged, resilient and high performing workforce. The training session includes fun learning group activities based on skills development for their job roles. Post the training, employees are assessed for the learnings of the program. Since there were many changes and rotations in the POSH Committee, we have also arranged training sessions for refreshers and new Inductees in the existing POSH committee.

There is also an extension of induction program conducted by imparting the knowledge on Capital markets, Agile technologies. This training helps employees to enhance their core skills.

The Company is equally concerned about the holistic wellbeing of all employees. Several employee beneficial programs (Insurance, health care etc.) have been initiated/ are well placed including new insurance coverage benefits. Additionally, we have arranged a full body check-up for our senior management. We have also introduced Insurance Top-Up scheme for our employees and their families which has enabled them to have enhanced sum insured coverage.

Structured interventions like our grievance redressal process of Prevention of Sexual Harassment (POSH), Information Security Awareness (ISA) and Innovative Thinking for our employees help us to proactively identify and mitigate risks on human rights and any other organization processes.

There are different channels through which employees are made aware of the importance of opting for provident fund, National Pension Scheme and employees have positively responded to the same. Company has also registered under National Apprenticeship Training Scheme where minimum of 2.5% of employee strength is hired as apprentice. This enables the apprentice to receive government certification after successful completion of apprenticeship period.

On the policies and process, the organization is most compliant and employee friendly. As far as Annual leaves are concerned, the HR at 63 moons has taken ‘sharing is caring' to the next level by introducing 'AVADAAN', a Leave Donation Program that allows employees to donate their accumulated/excess leave voluntarily to their colleagues who are in need in their difficult time/ health exigencies.

At 63 moons we care for employees' work-life balance hence in addition to the Privilege leaves, the company has ‘Family Bliss' leaves for the anniversary and birthday so that they can spend time with their near and dear ones on their special day. A religion-specific holiday has been introduced so that employees can take leave for their respective religious festival. 63 moons continue to trust the ability and quality of its Human Resources and has already started working on the next phase of the Company's growth.

The Company treats its employees as integral partners of the organization's growth story. The Company's attrition number is 13.59% with focus on retention of Top and Niche talent. At 63 moons, HR team always try to implement the plans and strategies aliening to the vision of the organisation and grateful to the Top Management for their continued faith, support and confidence in us that always brings out our best for the betterment of the employees.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all the Shareholders, Regulatory Authorities, business associates for their continued support.

Your Directors place on record their deep appreciation for all the employees for their hard work, dedication and commitment.

Your Directors also place on record their gratitude to the Central Government, State Government, clients, vendors, financial institutions, bankers and business associates for their continued support and the trust reposed in the Company.