Your Directors present the Thirty-seventh Annual Report of your Company together with the Audited Financial Statements
for the year ended March 31, 2025.

FINANCIAL PERFORMANCE

Financial Results Standalone and Consolidated

The financial statements for the year ended 31st March, 2025 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.

(? in lakhs, except per share data)

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
Standalone Financials (including discontinued operations)

The total revenue from operations for the year ended March 31, 2025 was at ? 11,816.02 lakhs as compared to ? 45,526.88
lakhs for the year ended March 31, 2024.

For the year under review, your Company has reported profit before finance cost, depreciation, exceptional items and tax
of ? 4,437.74 lakhs compared to profit of ? 33,179.54 lakhs in the previous year. Profit before tax was ? 787.46 lakhs
compared to ? 27,052.45 lakhs in the previous year.

The net Profit after tax was ? 594.85 lakhs as compared to profit of ? 26,921.63 lakhs in the previous year.

Consolidated Financials (including discontinued operations)

The consolidated Net loss for the year ended March 31, 2025, was at Rs. 4,487.84 lakhs as against profit of Rs. 22,250.59
lakhs in the previous year ended March 31, 2024. Shareholders' funds as at the year ended March 31, 2025, was at

Rs. 3.43.555.95 lakhs as against Rs. 3,31,810.87 lakhs as at
March 31, 2024. Shareholders' fund includes non¬
controlling interest of Rs. 2,122.41 lakhs as compared to
negative of ?2,952.77 lakhs in previous year.

BUSINESS OVERVIEW: FISCAL YEAR 2024-25

In an era of emerging technologies and an ever-evolving
environment of next-generation technologies of Web3,
Artificial Intelligence (AI) , Blockchain, Cybersecurity and
other fields, your Company is progressing well ahead with
its plans and is in pursuit of a better future. Your Company's
efforts have broadened its horizon during the year by
adopting newer technologies in its existing operations
and upcoming ventures.

Your Company has ventured into new areas through its
subsidiary 63SATS, in the direction of providing
Cybersecurity - the Gold of the Digital Economy. 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.
Your Company is expanding its operations with current
tools and by acquiring new technological advancements
and is determined to surpass the benchmarks it has set in
the past.

SALE OF ODIN, MATCH AND STP-GATE BUSINESS
UNDERTAKINGS

During the year under review, your Company as per
Hon'ble MPID Court Order dated 18.11.2024, after
obtaining all the Regulatory, Statutory and Shareholders
approval, sold the ODIN and MATCH Business Undertaking
on slump sale basis on January 20, 2025. The revenue of
your Company has been affected for part of the year due
to the aforesaid sale.

Further, the sale of STP Gate Business Undertaking is
subject to fulfilment of Condition Precedent (CPs) and is
yet to be completed.

EXCHANGE TECHNOLOGY BUSINESS

As you are aware, the Exchange Technology division
continues to serve to Metropolitan Stock Exchange of
India Ltd. It has forayed into developing Market Place
Technology software and has on boarded client resulting
in generation of revenue in 2024-25. It continues to explore
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 FY25, the division successfully implemented its
services towards data validation utility in 12 more Housing
Finance Companies (HFCs). This utility supplements the
regulatory data collection application that the division had
developed for the domestic housing finance regulator.
The division is developing a Learning Management System
that will address certain shortcomings of the extant

applications available in the market. The system takes a
holistic view of the requirements of the students beyond
their classroom learning. It would allow them to practice
answering unlimited variation of a single question on a
single topic. Furthermore, one of the important use case
of the application is its capability to eradicate the paper
leakage curse effectively. It will open up a very big new
market. The division has already developed a proof-of-the
concept and awaiting go-ahead of the management.

The division is working to enable its flagship product
DataCollector (DC) address an enterprise's data centric
workflow management system. Possible use cases are - an
organization's internal data-centric workflow management
requirements like Performance Management System,
Leave Management System, etc. An enterprise can also use
the envisaged dynamic workflow of DataCollector for
managing recruitment process, Procurement process etc.
The system is capable of handling image-oriented data by
using Optical Character Recognition (OCR).

The division is also exploring the possibility of incorporating
Artificial Intelligence, Machine Learning and Blockchain as
additional facilities in its two main products, namely DC
and Riskalculator.

ONE-TIME SETTLEMENT (OTS)

During the year under review, National Spot Exchange
Limited (NSEL) with the support of your Company i.e.
Holding Company 63 moons technologies limited had
filed a Scheme of Settlement before the Hon'ble National
Company Law Tribunal (NCLT), Mumbai, for a one-time
amicable full and final settlement with 5682 traders. The
OTS was originally proposed by the NSEL Investors Forum
(NIF), an association representing large number of traders.
As per the Scheme of Settlement, an amount of Rs. 1,950
crores shall be paid to 5682 traders in proportion to their
outstanding as on July 31, 2024. This settlement would
mean closure of legal cases against the Group along with
assignment of all rights of traders in favour of 63 moons.
Hon'ble NCLT vide its order dated April 8, 2025 had ordered
e-voting of the traders on the proposed resolution for
approving the Scheme of Settlement. The voting
commenced on April 17, 2025 and concluded on May 17,
2025. The Report on results of e-voting submitted by the
Scrutinizer and approved by the Chairperson on May 19,
2025 states that a whopping 92.81% of traders in number
and 91.35% in value voted in favour of the resolution
thereby giving their assent to the Scheme of settlement.
This settlement would bring major relief for the traders
whose monies were stuck in the NSEL payment crisis
which happened in July 2013.

This will be the first-of-its-kind settlement and with
support from the Central and the State Government, your
Company is confident that the settlement will go through.
The Scheme shall be implemented as per NCLT directives.

NEW VISION

Your Company is vigorously pursuing its strategic vision,
directing its renewed energy into pioneering the next
generation of technology solutions. 2024-25 saw significant
advancements across critical domains in the realm of

emerging technologies, particularly in Web3, Cybersecurity
and LegalTech. These Group achievements are a direct
reflection of the dedication and brilliance of our talented
team. The people working at 63 moons are truly the
driving force behind every innovation, every leap forward,
and every successful endeavour we undertake. Their
expertise, passion, and unwavering commitment are the
bedrock of our progress.

Your Company have significantly strengthened the
offerings under 63SATS under the robust Cybersecurity
solution, developing a comprehensive suite of products,
services, and platforms designed to empower individuals,
enterprises, and critical infrastructure with the expertise
needed to defend against cyberattacks. Our feature-rich
solutions include CYBX for direct-to-consumer mobile
security, Cyber Security Force (CSF) providing robust
defence for enterprises and organisations, and Cyberdome,
delivering military-grade solutions for critical public
infrastructure. And with QiLegal, your company's innovative
LegalTech solution, we are set to positively transform
India's legal ecosystem by leveraging technology to fast-
track justice. Beyond these significant strides in
Cybersecurity and LegalTech, your Company is consistently
pushing the boundaries of innovation across the broader
emerging technologies landscape and coming out with
new offerings. Our journey has always been one of
evolution; from our origins as a product company,
transforming into an exchange powerhouse; and now
establishing ourselves as an emerging-technologies
pioneer.

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. . 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.

EXPLANATION TO THE QUALIFICATIONS IN AUDITOR

REPORT

A. Audit Report on Standalone Financial Statements

The Management explanation for qualification made
by the Statutory Auditors in their Independent Auditors
Report dated May 20, 2025 on the Standalone Financial
Statements for the year ended March 31, 2025 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 platform. After investigation, EOW, Mumbai
has presently filed various charge-sheets in the
matter including against the Company. 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 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) State Government attached various assets of the
Company under MPID Act by issuing Gazette
Notifications. The Company is in 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 20, 2025 on the Consolidated
Financial Statements for the year ended March 31,
2025 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, 2025 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/potential settlements

involving the Company directly or indirectly,
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
etc. are under litigation/subject to court orders.
Company has already made provision for
majority of the values or disclosed the reason
for non-provisioning. Company is making full
efforts for recovery of the amounts

DIVIDEND

Your Directors have recommended a dividend of Rs.1.20
per share (i.e. 60%) on the face value of Rs.2/- per share
for the F.Y. 2024-25 . 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 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):

a. The final dividend of ? 5/- per share for the FY 2014-15,
approved by the shareholders at the Annual General
Meeting held on September 30, 2015,

b. Payment of ? 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 ? 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 ? 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 ? 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 ? 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 ? 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.

h. Payment of ? 2/- per share for FY 2023-24 approved by

the shareholders at the 36th AGM held on September
27, 2024, 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
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: https://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 2024-25 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

We do 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, 2025, the
paid-up equity Share Capital of your Company stood at
? 921.57 lakhs comprising of 46,078,537 equity shares of
? 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, 2025. 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., 63SATS
Cybertech Limited (earlier 63SATS Global Cyber Technologies
Networks Limited), wherein the business of providing cyber
security related products and services has been started and
the main Object Clause was 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. The

voluntary liquidation process of IBS Forex Ltd. is yet to be
completed.

Ticker Limited, has incorporated a wholly owned subsidiary
viz., 9Point Capital Private Ltd. resulting in creation of one
more step down subsidiary for 63 moons technologies
limited. Further, Ticker Limited is in the process of Merger
with Baron Infotech Limited, a company listed on BSE and
which is under the Corporate Insolvency Resolution
Process, (CIRP) pending with NCLT, Hyderabad.

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 Private 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. NTT Data has approached MPID Court for
seeking direction in the matter, to release the shares after
depositing the consideration amount in the Court. Your
Company has filed Application under Sec 9 of the MPID
Act, 1999, in the matter.

The Policy for determining material subsidiaries as approved
by the Board may be accessed on the Company's website
at the link: https://www.63moons.com/investors/corporate-
governance/policies/Material-subsidiarv-policv.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 https://
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 ? 4500 lakhs in terms of
the shareholders' approval obtained in 2022. Except the
aforesaid transaction, 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. Further,
during the year, your Company has also invested Rs. 2500
lakhs In Ticker Limited and Rs. 2000 lakhs in 63SATS
Cybertech Limited. 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. Pursuant to
Regulation 23 (9) of the Listing Regulations, your Company
has filed the reports on related party transactions with the
Stock Exchanges.

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.

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: https://
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, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, 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. Based on the
recommendation of Nomination and Remuneration
Committee (NRC) the Board of Directors at its meeting
held on May 20, 2025, appointed Mr. Maheswar Sahu (IAS,
Retd.) (DIN:00034051) as an Additional Director (Non¬
executive, Non-independent) of the Company, Further, the
Shareholders have also approved the appointment of Mr.
Sahu, as Director (Non-executive, Non-independent), by
way of postal ballot, effective from July 24, 2025. At the
Annual General Meeting of the Company held on
September 27, 2024, Mr. Devendra Agrawal (DIN: 03579332)
and Mr. Devender Singh Rawat (DIN: 02587354) who were
liable to retire by rotation were re-appointed as the
Directors of the Company.

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. During the year under
review, the Non-Executive Directors of the Company have
no pecuniary relationship or transactions with the
Company, other than sitting fees, commission and re¬
imbursement of expenses, if any.

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and the Company's Articles of
Association, Mr. Sunil Shah (DIN:02569359) and Mr. Venkat
Chary (DIN: 00273036) 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 as on March
31, 2025 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

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
29, 2025, 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 9 (Nine) times
during the financial year. The necessary quorum was
present for all the meetings. The maximum interval
between any two meetings did not exceed 120 days. 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 also 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. During the year under review, several initiatives
have been taken including higher energy efficiencies in
heating, ventilation and air conditioning systems, which
have resulted in energy saving of 311.23 kWh.

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 https://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 https://
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.

CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to
regulate, monitor and report trading by designated
persons and their immediate relatives as per the
requirements under SEBI( PIT) Regulations, 2015, as
amended from time to time. The Code covers the
Company's obligation to maintain a Structured Digital
Database (SDD), mechanism for prevention of insider
trading and handling of UPSI.

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: https://
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: https://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
the employees.

The details pertaining to complaints received on matter
pertaining to sexual harassment during the financial year
2024-25, are as below:

(a) Number of complaints of sexual harassment received
in the year: Nil

(b) Number of complaints disposed off during the year:
Nil

(c) Number of cases pending for more than ninety days:
N.A

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

During the year under review, your Company has complied
with the provisions of the Maternity Benefit Act, 1961.

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, 2025.

SECRETARIAL STANDARDS

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

AUDITORS

At the Thirty-sixth AGM held on September 27, 2024, the
Members approved 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 till the conclusion of 41st
Annual General Meeting of the Company to be held in the
year 2029.

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 had appointed M/s BNP & Associates, Practising
Company Secretaries, to conduct Secretarial Audit for the
financial year 2024-25. The Secretarial Audit Report in
Form MR-3 for the financial year ended March 31, 2025 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.

Further, in compliance with Regulation 24A of the SEBI
Listing Regulation and Section 204 of the Act, the Board
at its meeting held on May 20, 2025, based on the
recommendation of the Audit committee, has approved
appointment of M/s. BNP & Associates, Practising Company
Secretaries (Firm Registration No. P2014MH037400), as
Secretarial Auditors of the Company for a term of five
consecutive years commencing from F.Y. 2025-26 till FY
2029-30, subject to approval of the Members at the
ensuing AGM. A detailed proposal for appointment of
Secretarial Auditor forms part of the Notice convening this
AGM.

AWARDS AND RECOGNITIONS

At 63 moons, our achievements reflect the dedication and
passion of our employees. The recognition we receive is a
testament to our commitment to innovation, excellence,
and leadership in the industry.

You Company is proud to share some of the prestigious
accolades earned by the organization and our leadership
team during FY 2024-25:

(1) Dream Companies to Work For 2025 (Best Workplace
Practices) presented by: 33rd Edition of World HRD
Congress

(2) Most Innovative Companies presented by: World
Innovation Congress 2024

(3) CEO of the Year Award presented by: World HRD
Congress

(4) Top Visionary CEO presented by: National Economic
Growth Summit 2024.

Each of these honours highlights our unwavering focus on
forward-thinking strategy, transformative leadership, and
building a workplace where innovation thrives.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial
year 2024-25 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 2025, the
Company has employee strength of 378, which is decreased
by 473 on account of sale of ODIN and MATCH on slump
sale basis, alongwith the concerned employees transferred
with the sale during the year under review. Further, 64
employees have been assigned to 63SATS Cybertech
Limited, a Group company which deals in Cyber Security
products and services. Company has currently 378 number
of employees on role out of which 66 are women
employees.

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 Srujana 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. Employees get feel good factor on first
day of joining as they receive an access card at the
entrance post which they have a tea/coffee session with
HR where onboarding process is conducted. Induction
program is conducted for new joinees which helps them
to get a detail understanding of company's vision, growth,
various policies and processes. There is also an extension
of induction program conducted by imparting the
knowledge on Capital markets. 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.
Chatbot facility is enabled for smooth transition of claim
process and assisting employees to get quick information
during medical emergency. We have managed to negotiate
the best premium for all insurance policies (lesser than
previous year) inspite of high claim ratio. Additionally, we
have arranged a full body check-up for our senior
management. We have also introduced Insurance Top-Up
scheme for Mediclaim and Term Life coverage for our
employees and their families which has enabled them to
have enhanced sum insured coverage. From current year
Voluntary Mediclaim top up policy for new corporate
salary accounts has been discounted at half price as
compared to the earlier premium rate.

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 17% 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.

For and on behalf of the Board of Directors
Venkat Chary S. Rajendran

Place : Mumbai Chairman Managing Director & CEO

Date : August 12, 2025 DIN: 00273036 DIN: 02686150