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63 Moons Technologies Limited Annual Report 2023

May 24, 2023

60264_rns_2023-05-24_f1388c79-c52a-493c-98a1-a23bbf36bd9c.pdf

Annual Report

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May 24, 2023

Listing Compliance, Listing Compliance,
BSE Limited National Stock Exchange of India Limited
P. J. Towers, Dalal Street, Exchange Plaza, Bandra Kuria Complex,
Mumbai - 400 001 Bandra (E), Mumbai — 400 051
(Scrip Code: 526881) (Scrip Codc: 63MOONS)

Dear Sir / Madam,

Sub: Audited Financial Results for the F.Y. 2022-23

Pursuant to the applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please be informed that the Board of Directors of the Company, at its meeting held today, i.e., 24thMay 2023 inter-alia has approved the Standalone and Consolidated Audited Financial Results of the Company for the F.Y. 2022-23. Please find enclosed herewith the following:

  • Audited Standalone and Consolidated Financial Results for the F.Y. 2022-23;
  • Auditors report on Standalone and Consolidated Financial Results and
  • Statement on impact of Audit Qualifications on Annual Standalone and Consolidated Financial Results for the year ended March 31, 2023.

The meeting commenced at 2.30 p.m. and concluded at 5. /0 p.m.

Kindly take the above information on your record and acknowledge receipt.

Thanking you,

Yours faithfully For 63 moons technologies limited

Hariraj Chouhan Sr. VP & Company Secretary

Encl:

63 moons technologies limited

Corporate Office: FT Tower, CTS No. 256 & 257, Suren Road, Chakala, Andheri (East), Mumbai 400 093, India. T +91 22 66868010 I F. +91 22 66868050 I E: [email protected] I W: www.63moons.com Registered Office: Shakti Tower-II, 4" Floor, Premises-J, 766, Anna Salai, Chennai -600 002. T +91 44 4395 0850 I P +91 44 4395 0899 I CIN No.: L29142TN1988PLC015586

63 moons technologies limited

Regd. Office: Shakti Towers-ll,J,4th Floor,766, Anna Salai, Thousand Lights, Chennai - 600002. CIN - L29142TN1988PLC015586

("' In lakhs, except per equity share data)
1Juarter ended Year Ended
Sr. PARTICULARS 31.03.2023 31.12.2022 31.03.2022 31.03.2023 31.03.2022
No. Audited• Unaudited Audited• Audited Audited
Income
1 Operating Income
a) Revenue from Operations 10,716.75 8,837.01 3,826.90 27,248.18 14,435.21
b) Other Operating Income 0.30 0.30 1.10 1.20 3.61
2 Other Income (net) 3,276.80 2,202.60 1,769.37 10,241.36 6 669.89
3 Total Income (1+2) 13 993.85 11,039.91 5,597.37 37,490.74 21,108.71
4 Expenses
a) Employee benefits expense 3,318.52 3,187.68 2,614.69 12,304.16 10,573.27
b) Legal and professional charges 900.11 1,044.68 1,480.73 4,497 .58 5,870.64
c) Depreciation and amortisation expense 332.24 303.37 269.35 1,187.26 1,207.37
d) Finance costs 17.57 17.92 9.96 54.47 39.31
e) Other expenses 1 556.27 1 305.04 1 266.54 5 174.63 4 503.72
Total expenses 6 124.71 5 858.69 5 641.27 23,218.10 22,194.31
5 Profit/ (Loss) before Exceptional Items (3-4) 7.869.14 5 181.22 (43.90 14 272.64 (1 085.60)
6 Exceptional Items (4 886.55) (500.00 (500.00 (7 386.551 (5 208.281
7 Profit / (Loss) before tax (5+6) 2,982.59 4,681.22 (543.90) 6,886.09 (6,293.88)
8 Tax expense/ (credit) 2,475.94 1 701.24 30.79 4 110.68 (159.57)
9 Net Profit/ (Loss) for the period (7-8) 506.65 2,979.98 (574.691 2,775.41 (6,134.31)
10 Other Comprehensive Income 34.88 (11.98 154 .64 (138.511 93.61
11 Total Comprehensive Income (9+10) 541.53 2,968.00 (420.05) 2,636.90 (6,040.70)
12 Paid-up eQultv share capital (Face value f 2/- per share) 921.57 921.57 921.57 921.57 921.57
13 Reserves excl udi nl! reva I ua tion reserves 2 60 734.88 2 58 097.98
14 Earnings per share (Face Value f 2/- per share)
Basic / DIiuted (~) (not annual ised) 1.10 6.47 (1.25) 6.02 (13.31)

A. STATEMENT OF STANDALONE AUDITED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2023

*Refer Note 13

Statement of standalone assets and liabilities (tin lakhs)

As at Asat Asat Asat SR PARTICULARS SR 31.03.2023 31.03.2022 PARTICULARS 31.03.2023 31.03.2022 No No Audited Audited Audited Audited ASSETS EQUITY AND LIABILmES Non-wrrent assets Equity 1 Property, Plant and Equipment 20,469.48 20,923.99 l Equity Share capital 921.57 921.57 2 Right of use a ssets 428.01 26.25 2 Other Equity 2,60,734.88 2,58,097.98 3 Investment Property 10,238.73 10,448.80 Total Equity 2,61,656A5 2,59,019.55 4 Other Intangible assets 207.47 319.18 5 EiDilDtlill &u~ls LIABILmES (ii Investments 64,901.21 67,065.82 Non-<11rrent llabllltles (ii) Loans 10.68 16.86 l EiDiDClil Uibilities (iii) Other Financi al Assets 26,539.83 11,570.94 Other fina ncial liabilities 484.26 455.28 6 Deferred tax Assets (net) 4,721.93 8,399.73 2 Lease Uabl ll tles 259.17 13.08 7 Other non·current assets 7,180.12 9,910.33 3 Provisions 1,097.28 658.58 Total Non-<11rrent assets 1,34,697 .46 1,28,681.90 Total Non-airrent llabllitles 1,840.71 1,126.94 Current assets l EiDilDtial 6lsW Current llabilltles (i) Investments 11,312.94 23,136.30 l Eioaa,ial Uabiliti~ (ii) Trade receivables 915.31 597.68 (i) Trade payables : (iii) Cash and cash equivalents 5,686.54 2,469.43 Due to micro and small enterprises 92.08 35.29 (iv) Bank Balances other than (iii) above 1,19,533.40 1,08,094.74 Due to others 220.39 195.04 (v) Loans 509.66 514 .76 (ii) Other financi al liabilities 8,034.22 8,084.10 (vi) Other Financial Assets 4,222.70 3,438.88 2 Lease Liabi l ities 161.02 14.87 2 Current tax assets (net) 3,270.51 1,729.60 3 Other current l iabilities 10,751.36 2,525.57 3 Other current assets 3 066.87 3,021.12 4 Provisions 459.16 683.05 Total a.irrent assets 1.48 517.93 1A3 002.51 Total a.,rrent liabilities 19 718.23 11 537.92 Total assets /.~.,-.;,.~A, ......... 2 83 215.39 2 71684.41 Total equity and llabllltles 2 83 215.39 2,71,684.41 /4~~,~s ~fci~ "'(~ ... ',;

Standalone Cash Flow Statement:-

1, in lakhs)

Particulars Yea r ended 31 .03.2023 Year ended 31.03 .2022
A. Cash flow from operating activities
Profit I (Loss) before tax 6 , 886.09 (6,293.88)
Adjustments for:
Depreciat ion and amortisat ion expense l , 187 .26 1 ,207.37
Gain on fair valuation of financial assets at fair value t hrough (536.8 1 ) (456.73)
profit or loss
Impairment/ allowance for expected credit loss on debentures
14,344.83 2,708.28
Less: Reversal of allowance for expect ed credit loss -
debentures
(10,208.28)
Provisions/ liabilities no longer required -itten back (70.32)
Allowance for expected credit loss on investment In 3,500.00 2,500.00
subsidiaries
Ailoance for credit loss on loans to subsidiaries made earlier
'Mitten back
(250.00)
Bad debts/ advances 'Mitten off (net of provision held) 36.22 21.09
Provision for doubtful trade receiva bles/ advances 99.22 73.85
Finance costs 54.47 39 .31
Interest Income (8,671 .01) (444.10) (5.407.32) 615.53
Operating p rofit/ (loss) before working capital changes 6 ,441.99 (5,678.35)
Changes In working capital:
Adjustments for:
Trade receivables. loans, other financial assets and other
(198.98) 1,063.05
assets
Trade payables, other financial liabilit ies, other liabilities and
provision
8 ,290.96 8,091.98 (894 .15) 168.90
Cash used In operations 14,533.97 (5,509.45)
Net Income Tax paid -
Net cash flow from operating activities
(A)
14,533.97 (5,509.45)
B. Cash f low from Inve sting a ctivities
Capital expenditure on Property, plant and equipment and
other Intangible assets including capital advances
(455.69) (979.53)
Purchase of stake in subsidiaries (3 ,507.50) (4,602 .85)
Proceeds from subsidiaries under liquidation
Purchase of Financial assets - others
814.32
(5,287 .82)
Proceeds from sale of Financial assets - others 10,270.61 11,323.55
Loans repaid by subsidiary companies 250.00
Bank deposits not considered as Cash and cash equivalents
- Placed (2,43,624.44)
2.17,208.20
(1.19,392.49)
1,18,781.33
- Matured
Interest income
7,74 8.53 5,742 .85
Cash flow from Investing a c t iv it ies (12 ,110.29) 6 ,399.36
Income tax paid (net of refund) 917 .87 465.38
Net cas h flow from Investing a c t ivitie s
(B )
(11 ,192.42) 6 ,864.74
C. Cash flow from financ ing activit ies
Repayment of lease liabilities - Principal (98.36) (19.64)
- Interest (26.07) (4.90)
N et cash used In financing activit ies
(C )
1124.431 (24.54
N et Increase In cash and cash e quivalents (A + B + C) 3 , 217 .12 1,330.75
Cash and cash equivalent s (opening balance) 5.496.60 4,165.85
Cash and cash equivalents (closlnq balance) 8 ,713.72 5,496.60

Standalone Other Income consists of:

(~ in lakhs)

Quarter ended Year Ended
Partlrulars 31.03.2023 31.12.2022 31.03.2022 31.03.2023 31.03.2022
(a) Change in fair valuation of Investments 163.47 151.14 59.4 0 536.8 1 4 56.73
(b) Interest Income 2,856.30 1,796.4 6 1,462.90 8 ,671.02 5,407.31
(c) Other s (net) 25 7 .03 255.0 0 247.07 1,033.53 805.85
3,276.80 2,202.60 1,769.37 10,241.36 6,669.89

Standalone exceptional items cons:

Standalone exceptional items cons: (~ in lakhs)
Quarter ended Year Ended
Partlrulars 31.03.2023 31.12.2022 31.03.2022 31.03.2023 31.03.2022
(a) Expected credit loss on investment in subsi diaries (net) (1,000.00) (500.00) (500.00) (3,500.00) (2,500.00)
(b) Impairment / Allowance for expected credit loss on
debentures
(4,136.55) (4,136.55) (2,708.28)
(c) Reversal of credit loss on l oa n given to subsi diary 250 .00
(4,886.55) (500.00) (500.00)

It In lakhs except per eaultv share data]
Quarter Ended Year Month Ended
Sr. PARTICULARS 31.03.2023 31.12.2022 31.03.2022 31.03.2023 31.03.2022
No. Audited• Unaudited Audited• Audited Audited
1 Operating Income •
a) Revenue from Operations 11,150.85 9,313.97 4,219.21 28,967.78 15,976.50
b) Other Operating Income 9.25 9.79 10.81 39.04 49.93
2 Other Income (net] 3 475.76 2 623.14 1 908.54 11170.06 6 960.07
3 Total Income (1+2) 14 635.86 11946.90 6138.56 40176.88 22 986.50
4 Expenses
a) Employee benefits expense 4,323.81 4,265.77 3,528.51 16,493.24 13,014.92
b) Finance costs 21.54 18.09 12.08 63.15 47.30
c) Legal and professional charges 1,790.63 1,623.76 2,362.03 7,102.22 8,037.08
d) Depreciation and amortisation expense 1,424.07 323.57 280.19 2,338.98 1,248.90
el Other expenses 2 223.23 1 951.39 1896.91 8 087.94 6 637.78
Total expenses 9 783.28 8 182.58 8 079.72 34 085.53 28 985.98
5 Profit/ llossl before Exceptional Items /3-4) 4,852.58 3,764.32 (1 941.16' 6,091.35 (5,999.48)
6 Exceptional items (4 136.55] - 1 332.87 (4 136.55 (1 375.41'
7 Profit I llossl before tax /5+6) 716.03 3 764.32 (608 .29) 1 954.80 (7 374.89]
8 Tax expense 2 473.23 1 711.31 252.63 4 136.16 62.96
9 Net Profit/ (loss) after taxes (7-8) (1 757.20) 2,053.01 (860.92) (2 18136) (7 437.85)
10 Share of profit/ {Loss) of Associate {852.66 {91.26 1057.23 (483.01) 1871.00
11 Minoritv Interest (232.09 (236.77 (249.51) (1 033.49) {249.Sll
12 Net Profit/ {loss) after taxes, minority Interest and share of
profit of associates (9+10-11) (2,377.77' 2 198.52 445.81 (1 630.88) IS 317.351
13 Other Comprehensive Income 59.98 (11.99' 98.69 {123.06) 37.66
14 Total Comprehensive Income 112+13) (2,317.79' 2 186.53 544.50 (1,753.94) (5 279.69)
15 Paid-up eauitv share capital (Face value~ 2/- per share) 921.57 921.57 921.57 921.57 921.57
16 Reserves excluding revaluation reserves 3 10 579.27 3 08 720.70
17 Earnings per share (Face Value~ 2/- per share)
Basic/ Diluted(~) (non annulised) (5.16) 4.77 0.97 (3.54) (11.54)

B. STATEMENT OF CONSOLIDATED AUDITED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2023

*Refer note 13

SR
No
PARTICULARS As at
31.03.2023
As at
31.03.2022
SR
No
PARTICULARS As at
31.03 .2023
As at
31.03.2022
Audited Audited Audited Audited
ASSETS EQUITY AND LIABILITTES
Non-current assets Equity
1 Property, Plant and Equipment 20,702.51 21,170.25 1 Equity Share capital 921.57 921.57
2 Capital work-in-progress 33.92 2 Other Equity 3,10,579.27 3,08,720.70
3 Right to use Assets 428.01 26.25 3 Non-controlling interests {2 450.13) (1 917.97)
4 Investment Properties 10,238.73 10,448.80 Total Equity 3 09 050.72 3 07 724.30
5 Other Intangible assets 7,304.51 6,510.30 LIABILITTES
6 Eioaocial Assets Non-current llabllltles
i) Investments 52,079.34 58,026.97 1 Financial Uabilities
ii) Loans 10.68 16.86 i) Lease liability for asset on rent 259.17 13.08
iii) Other Financial Assets 39,463.08 23,926.01 ii) Other financial liabil ities 484.26 455.28
7 Deferred tax assets 4,752.42 8,431.74 2 Provisions 1,276.73 819.14
8 Other non-current as sets 10 685.88 13 293.60 3 Other long term liabilities 10.05 20.31
Total Non-current assets 145 699.07 141850.78 Total Non-current llabllltles 2 030.21 1 307.82
Current assets Current llabllltles
1 Eioaocial Assets 1 Eioaocial Uabilities
i) Investments 13,692.00 21,622.43 i) Lease liability for asset on rent 161.02 14.87
ii) Trade receivables 4,413.15 4,038.91 ii) Trade payables
iii) Cash and cash equivalents 21,168.91 23,201.47 Due to micro and small enterprise 122.45 35.86
iv) Bank Ba lances other than (i ii) abo 1,22,586.80 1,09,360.86 Due to others 2,254.62 2,890.70
v) Loans 385.18 468.95 iii) Other financial liabil ities 18,701.80 18,611.02
vi) Other Fi nancial Assets 27,814.52 27,278.65 2 Provisions 615.42 891.76
2 Current Tax Assets (Net) 3,390.10 1,816.39 3 CurrentTax liabi lities 0.51
3 Other current assets 7 435.54 7 194.97 4 Other current l iabilities 13 648.53 5 357.09
~
-otal current assets
2 00 886.20 194 982.63 Total current llabllitles 35.504.35 27 801.30
9,,. ,a '' 011lt'otatassets 3 46 585.27 3 36.833.41 Total equity and " 3 46 585.27 336,833.41

¥ pa\~· -

~sf; ~t-.i E ~ ; · I~ ., ~,, :I ~

Consolidated Cash Flow Statement $(5$ in lakhs)
Particulares Year Ended
31.03.2023
Audited
Year Ended
31.03.2022
Audited
A. Cash flow from operating activities
Profit / (Loss) before tax 1,954.80 (7, 374.89)
Adjustments for:
Depreciation and amortisation expense 2,338.98 1,248.90
Impairment /allowance for expected credit loss on debentures (net)
Gain on Fair Valuation of Financial Assets
4,136.55
(599.25)
2,708.28
(513.82)
Gain on deemed disposal of Investments in Associates (1, 332.87)
Bad trade receivables / advances written off (net of provision held) 190.55 126.70
Provision / liabilities no longer required written back (77.56)
Dividend income (43.16) (0.44)
Finance costs 63.15 47.30
Exchange rate fluctuations - loss 0.45
Interest income (9,365.46) (5,670.50)
Operating profit before working capital changes (1,323.84) (10, 838.45)
Changes in working capital:
Adjustments for:
Trade receivable, loans, other financial assets and other assets 413.14 1,371.27
Trade payables, other financial liablities, other liabilities and provisions 7,995.46 (670.59)
Cash used in operations 7,084.76 (10, 137.78)
Net Income Tax paid (13.52) (41.92)
Net cash flow from operating activities 7,071.24 (10, 179.70)
B. Cash flow from investing activities
Capital expenditure on Property, plant and equipment and other Intangible
(1,965.26) (2,647.20)
assets including capital advances
Purchase of Financial assets - others
(38.45) (6,044.27)
Proceeds from sale of Financial assets - others 10,270.61 12,412.63
Proceeds from subsidiaries under liquidation 814.32
Decrease / (Increase) in fixed deposit with banks (12, 288.99) (3,382.90)
Interest income 8,059.50 5,888.88
Dividend income 43.16 0.44
Cash used in investing activities 4,080.56 7,041.91
Net income tax paid 917.87 455.33
Net cash used in investing activities 4,998.43 7,497.24
C. Cash flow from financing activities
Proceeds from issue of share capital in Subsidaries 1,999.86 8,100.00
Lease Payment (107.88) (19.64)
Cash generated from / (used in) financing activities 1,891.98 8,080.36
Net increase / (decrease) in cash and cash equivalents (A+B+C) 13,961.65 5,397.90
Cash and cash equivalents (opening balance) 32,949.58 27,551.69

Consolidated Other Income consists of: (t In lakhs)

.
Particulars Quarter Ended Year Month Ended
31.03.2023 31.12.2022 31.03.2022 31.03.2023 31.03.2022
(a) Change in fair valuation of Investments 181.82 170.21 74.42 599.25 513.82
(b) Interest Income 3,079.41 1,972.29 1,568.04 9,365.46 5,670.50
$(c)$ Others (net) 214.53 480.64 266.08 1,205.35 775.75
3,475.76 2,623.14 1,908.54 11,170.06 6,960.07

Cash and cash equivalents (closing balance) 46,911.23 32,949.59

Consolidated Exceptional Item consists of: $(5$ in lakhs)
Particulars Quarter Ended Year Month Ended
31.03.2023 31.12.2022 31.03.2022 31.03.2023 31.03.2022
(a) Impairement / Allowance for expected credit loss on
debentures (4, 136.55) ۰ (4, 136.55) (2,708.28)
(b) Gain on deemed disposal of Investments in Associates 1,332.87 1,332.87
(4, 136.55) 1,332.87 (4, 136.55) (1,375.41)

Consolidated Segment-wise Revenue and results:- (fin lakhs)

Sr. Particulars Quarter Ended Year Month Ended
No. 31.03.2023 31.12.2022 31.03.2022 31.03.2023 31.03.20 22
1 Segment Revenue :
STP Technologies/ Solutions 11,161.23 9,323.44 4,133.96 28,646.37 15,686.39
Others 29.93 40.90 138.05 510.58 509.83
Total 11,191.16 9,364.34 4,272.01 29,156.95 16,196.22
Less : Inter seRment Revenue 31.06 40.58 41.99 150.13 169.79
Net Sales /Income From Ooerations 11160.10 9 323.76 4 230.02 29 006.82 16 026.43
2 Segment Results :
STP Technologies/ Solutions 6,639.70 5,058,03 1,288.78 11,954.98 4,806.35
Others (2 329.46) (687.87) (885.22' (4 517.57 (2 650.33
Total 4,310.24 4,370.16 403.56 7,437.41 2,156.02
Less: Eliminations (384.73 (30.78 (30.75) (511 .20 (64.50'
Net Segment Results 4,694.97 4,400.94 434.31 7,948 .61 2,220.52
Less: Finance Cost 21.54 18.09 12.08 63.15 47.30
Add : Unallocable Income 3,475.74 2,623.17 1,908.54 11,170.05 i,, 6,960.08
Less: Unallocable Expenses 3,296.59 ~ 3,241.70 4,271.93 12,964.16 15,132.78
Add: Exceotional Item (4 136.55 1 332.87 (4 136.55) (1 375.41)
Profit/ (loss) before tax 716.03 3 764.32 (608.29) 1954.80 (7 374.891

a) Segments have been identified in accordance with the Ind AS 17 "Segment Reporting" considering the organization structure and the return/risk profiles of the business.

  • b) STP Technologies / Solutions segment represents straight through processing solutions and includes an integrated mix of various products, projects and activities incidental thereto. Other segment represents trading, procurement, process management, risk consultancy activities, Shared Business Support Services, IT Infrastructure Sharing, NBFC related activities and internet telecommunication services.
  • c) Due to diversified nature of business, significant assets are interchangeably used between segments and the management believes that it is currently not practicable to provide segment disclosure relating to capital employed since a meaningful segregation is not possible.

Notes:

,,. ~,~·

cc0 ''

    1. These above financial results have been reviewed and recommended by the Audit Committee. The same have been approved by the Board of Directors of the Company at its meeting held on May 24, 2023.
    1. The Company had investments of ~ 20,000 Lakhs (face value) Secured Redeemable, Non- Convertible Debentures of Dewan Housing Finance Corporation Ltd (DHFL) which were rated AAA by the rating agencies and secured by way of floating charge on receivables. In earlier year, after default by DHFL, RBI filed corporate insolvency resolution process (CIRP) against DHFL in NCLT, Mumbai. As a result of CIRP process, the Company has received payout of~ 4,395 .28 lakhs and 6.75% Non-convertible Debentures of Piramal Capital & Housing Finance Ltd (PCHFL) amounting to~ 5,287.82 lakhs during the previous year. Without prejudice to its rights, the Company has made necessary provisions in the books of accounts during the previous year and earlier years and continue to pursue legal remedies available to recover its dues. The Company is also pursuing its application filed for the recoveries of avoidance applications filed by DHFL Administrator which should be for the sole benefit of the creditors of DHFL. The application was rejected by National Company Law Tribunal (NCLT) but was allowed by National Company Law Appellate Tribunal (NCLAT) and directed that the Resolution Plan be sent back to Committee of Creditors for reconsideration. The application is pending at Hon'ble Supreme Court which has granted stay on the ~_o __ r_der of NCLAT. Subsequent to the approval to resolution plan, shares of DHFL have been delisted, the 2~C,-· equity share capital of DHFL existing at that time and held by shareholders of DHFL has been ittnti -~ ancelled and extinguished; and upon completion of capital reduction, P .... o. il.:wz ~v,

5

Resolution Applicant has merged into DHFL by way of reverse merger. Considering the integration of erstwhile DHFL business with PCHFL is completed and seems irreversible, without prejudice to its rights, the balance amount receivable towards NCDs of DHFL? 10208.28 lakhs have been impaired/ written off during the year, for which provision had already been made in earlier years.

  • 3 . The Company has investments of~ 20,000 Lakhs (face value) in Secured Non-Convertible Debentures issued by IL&FS Transportation Networks Ltd (ITNL) (subsidiary of Infrastructure Leasing & Finance Ltd - IL&FS) which were rated "A" by the rating agencies at the time of purchase and was also secured by way of charge on certain assets of ITNL. In earlier years, ITNL has defaulted in payment of interest and rating agencies have revised the credit ratings to the lowest category 'D' i.e. default. National Company Law Tribunal (NCLT) has superseded the then existing Board of Directors of the IL&FS and the new board was appointed on the recommendation application of the Union of India. Resolution process has been initiated under Companies Act by the New Board under the supervision of National Company Law Appellate Tribunal (NCLAT), in addition to various investigations and legal proceedings. The Company has filed its claim for the bonds held and also taken various measures including filing legal Civil Suit, cases against specified parties at appropriate forum . The outcomes of legal matters are pending. The new Board of IL&FS from time to time submitted various progress reports including the resolution framework for the IL&FS Group to Hon'ble NCLAT. During the resolution process, Hon'ble NCLAT has approved the Revised Distribution Framework proposed by the New Board for distribution of cash received in financial bid amount/ termination amount/ settlement amount or by way of units created by lnvlT. According to the estimated distribution to the secured creditors of ITNL provided by the New Board of IL&FS based on the estimated realization value and various progress of the resolution process time to time, without prejudice to its rights, the Company has impaired the investment for the expected credit loss by ~ 7,500 lakhs till March 31, 2022 and further impaired/ written off the investment by~ 4,136.55 lakhs during the current year.
  • 4 . The Company had invested in 9 % Yes Bank Perpetual Additional Tier 1 (AT-1) Bonds, amounting to~ 300 Lakhs (Face Value) which were rated AA by rating agencies. The Central Government announced a draft scheme for the reconstruction of Yes Bank Ltd in March 06, 2020, which included the proposal to write off the AT-1 bonds permanently. The Final Reconstruction Scheme excluded the writing off AT-1 bonds, and all contracts were to be effective in the same manner as before. Despite this, Administrator of Yes Bank vide letter dated March 14, 2020, informed the stock exchanges that the all AT-1 bonds having total value on 8,415 crores needed to be fully written off, which led to legal action by the trustees of the issue and the company. The Bombay High Court quashed and set aside the decision by Administrator of Yes Bank to write off the bonds further on the request of Yes Bank counsel stayed this order for period of six weeks. Yes Bank and RBI challenged the Bombay High Court's order before the Supreme Court and accordingly stay was extended subject to the final order passed by the Supreme Court.
  • 5 . Hon'ble Bombay High Court passed an ad interim order inter alia restraining the Company from distributing any dividend or depositing the same in the dividend distribution account in accordance with the provisions of the Companies Act, 1956 (to be read as Companies Act, 2013) pending the final hearing and disposal of the Notice of Motion. This Notice of Motion was filed in one of the suits relating to NSEL counterparty default. In compliance to the said order, the Company has not distributed the final dividend approved by the shareholders for the financial year 2014-15, 2016-17, 2017-18 2018-19, 2019-20 and aggregating to ~ 6,911.78 lakhs. All the Notice of Motions and the C ,,&;=""=::::"'" · ions filed

e Company have been tagged together and pending for hearing.

CJ,\ S\$1'A ,/ ~j· (-..... ~ _.,, ·-·~· ·

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6

On May 24, 2023, the Board of Directors of the Company have proposed a final dividend of? 2/- per share in respect of the year ended March 31, 2023 subject to the approval of shareholders at the Annual General Meeting and appropriate judicial order. If approved, it would result in a cash outflow of~ 921.57 lakhs. The distribution of dividend is subject to appropriate Judicial order.

    1. The Union of India, through the Ministry of Corporate Affairs ("MCA"), has filed a Company Petition before the Company Law Board, inter-alia seeking removal and supersession of the Board of Directors of the Company. The NCLT has, as interim arrangement with consent formed a committee for certain matters. In the Appeal, NCL T dismissed the prayer of MCA for removal and supersession of the entire Board of the Company and ordered MCA to nominate three directors on the board of the Company. The NCLAT was pleased to uphold the NCLT Order. The Company has filed civil appeal before Hon'ble Supreme Court challenging the orders passed by NCLAT & NCLT. In the interim, Hon'ble Supreme Court granted stay on appointment of director on the Company, the matter is pending for hearing.
    1. a) PostJuly-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) CBI - EOW, has registered an FIR alleging conspiracy between the private persons and SEBI official for granting renewal of stock exchange license to MCX Stock Exchange Ltd. by SEBI. Also, CBI-EOW, has registered FIR alleging that certain official of FMC, SEBI and other for giving illegal benefits to Multi Commodity Exchange of India Ltd. (MCX) and allowing MCX trading as commodity exchange. The investigation in both cases is pending.

d) 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. 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.

  • 8 . The Company had filed the Writ Petitions before the Bombay High Court challenging inter alia, the provisions of the MPID Act are violative of the Constitution and the validity of various Notifications and corrigendum attaching the assets of the Company issued under the provisions of the MPID Act. The Hon'ble Bombay High Court pleased to quash and set aside the said impugned Notifications. In appeal, Hon'ble Supreme Court has set aside the High Court order and held that all the Notifications issued under MPID Act are valid. The Company is in process of pursuing its remedy before MPID Court against said Notifications.
    1. The Enforcement Directorate('ED') has attached certain assets of the Company under the provisions of the Prevention of Money Laundering Act, 2002(PMLA). The three Provisional Attachments Orders had been confirmed by the Adjudicating Authority. 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 and clarified that the later part of the impugned order shall not govern the Company. 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.
    1. During the quarter ended March 31, 2023, the Company has made additional long-term investments aggregating~ 1,007.50 lakhs in subsidiaries.
    1. The Statutory Auditors vide their Independent Auditors Report dated May 24, 2023 issued the qualified opinion on the audited standalone financial results for quarter and year ended March 31, 2023 and basis for qualified opinion and Management responses thereto are as under: -

Note Number 7 to 9 to the Statement forms the basis for our qualified conclusion, which are as follows:

(A) As stated by the Management of the Company in Note 7 to the Statement, Civil Suits have been filed against the Company in relation to event occurred on National Spot Exchange Limited trading platform. These matters are pending at various stages of adjudication. As stated in the said note, the management of the Company does not foresee that the parties who have filed Civil Suits would be able to sustain any claim against the Company. In addition, as stated by the management in note 7, 8 & 9 to the Statement, there are First Information Reports ("FIR")/ complaints/ charge-sheets/ orders/ notices registered/ received against various parties including the Company from/ with the Economic Offences Wing of the Mumbai Police (EOW), Central Bureau of Investigation (CBI), Home Department - Government of Maharashtra under MPID Act, the Directorate of Enforcement and the Serious Fraud Investigation Office (SFIO). Above matters are pending at various stages of adjudication/investigation.

In this regard, the Management and those charged with Governance have represented to us that other than as stated in the said notes to the Statement, there are no claims, litigations, potential settlements involving the Company directly or indirectly which require adjustments to/disclosures in the Statement and that the ability of the Company to continue as a going concern entity and to carry out its day-to-day operations/activities is not seriously affected due to any such FIR/ complaints/ rge-sheets/ orders/ notices/ reports as aforesaid.

8

Accordingly, in view of above representations regarding legal matters at various stages of adjudication and ongoing investigations/ matters, the outcome of which is not known and is uncertain at this stage, we are unable to comment on the consequential impact in respect of the same on the results for the quarter and year ended 31 March 2023.

Management Response: Refer Note 7, 8 and 9 above.

    1. The Statutory Auditors vide their Independent Auditors Report dated May 24, 2023 issued the qualified opinion on the audited consolidated financial results for financial results quarter and year ended March 31, 2023 and basis for qualified opinion thereto are as disclosed: -
  • I. Basis for qualified opinion pertaining to the Company and management response thereto, Refer Note no 11 above.
  • II. Basis for qualified opinion by the Independent Auditors of NSEL vide their Audit Report on the audited consolidated financial results for quarter and year ended March 31,2023 of NSEL, are reproduce hereunder:
    • a) The NSEL has been served with notices/ letters/ summons from various statutory authorities/ regulators/ Government departments and some purported aggrieved parties. The Group is party to many proceedings filed by/ or against the Group which are pending before different forum pertaining to the period prior to suspension of the exchange related operations from 31st July 2013. The management of the Group does not foresee that the parties who have filed Civil Suits against the Group will be able to sustain any claim against the Group. There are some writ petitions, public interest litigations, civil suits including in representative capacity filed by and against the Group. Such matters against the Group are sub-judice before different forums. The Group may be exposed to civil/criminal liabilities in case of any adverse outcome of these investigations/enquiries or legal cases or any other investigations as referred above enquires or suits which may arise at a later date.

In the light of the above, the outcome of which is not presently known and is uncertain at this stage, hence we are not able to comment on the current or consequential impact if any, in respect of the same on these Consolidated Financial Statements. Also, the matters stated above could also have a consequential impact on the measurement and disclosure of information provided, but not limited to, Balance Sheet, Statement of profit/(loss) account, cash flow statement, statement of change in equity (SOCIE) and earnings per share (EPS) for the year ended and as at 31 March, 2023 in these Consolidated Financial Statements.

NSEL Management Response:

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.

9

b) The trade receivables, other receivables, loans and advances and deposits are subject to confirmation and reconciliation. The management, however, does not expect any material changes on account of such reconciliation/ confirmation from parties. In many cases legal notices have been sent to the parties in earlier years; however, we are unable to form any opinion on the recoverability of the outstanding balances of such parties.

NSEL Management Response:

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.

    1. The figures of the last quarter are the balancing figures between audited figures in respect of full financial year and the published year to date figures up to the third quarter of the current financial year.
    1. Previous year/period figures have been regrouped/reclassified, wherever necessary, to conform to current period's presentation.

Place: Mumbai Date: May 24, 2023

For 63 moons technologies limited

S Rajendran

Managing Director & CEO DIN- 2686150

Corporate Office: FT Tower, CTS No 256-257, Suren Road, Chakala, Andheri (East), Mumbai - 400093

Sharp & Tannan Associates

Chartered Accountants

87 Nariman Bhavan, 227 Nariman Point Mumbai (Bombay) 400 021, INDIA.

  • T: +91 22 6153 7500; 2202 2224 / 8857
  • F:. +91 22 2202 3856
  • E: [email protected]
  • W: www.sharp-tannan.com

Independent Auditor' s Report on standalone financial results of 63 moons technologies limited for the quarter and year ended 31 March 2023, pursuant to the Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To,

The Board of Directors 63 moons technologies limited CIN: L29142TN 1988PLC015586 Mumbai.

Qualifie d opinion

    1. We have audited the accompanying statement of standalone financial results of 63 moons technologies limited (the "Company") for the quarter and year ended 31 March 2023 (the "Statement"), attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").
    1. In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis far Quahfied Opinion section of our report, the Statement:
  • A. is presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
  • B. gives a true and fair view in conformity with the recognition and measurement principles laid dow n in t he applicable Indian Accounting Standards and other accounting principles generally accepted in India of the net profit and other comprehensive income and other financial information of the Company for the quarter and year ended 31 March 2023.

Basis for qualified opinion

3. As stated by the Management of the Company in Note 7 to the Statement, Civil Suits have been filed against the Company in relation to event occurred on National Spot Exchange Limited trading platform. These matters are pending at various stages of adjudication. As stated in the said note, the management of the Company does not foresee thot the parties who have filed Civil Suits would be able to sustain any claim against the Company. In addition, as stated by the management in note 7, 8 & 9 to the Statement, there are First Information Reports {"FIR")/ complaints/ charge-sheets/ orders/ notices registered/ received against various parties including the Company from/ with the Economic Offences Wing of the Mumbai Police (EOW), Central Bureau of Investigation (CBI}, Home Department - Government of Maharashtra under MPID Act, the Directorate of Enforcement and the Serious Fraud Investigation Office (SF/0). Above matters are pending at various stages of adjudication/investigation.

In this regard, the Management and those charged with Governance hove represented to us that other than as stated in the said notes to the Statement, there are no claims, litigations, potential settlements involving the Company directly or indirectly which require adjustments to/disclosures in the Statement and that the ability of the Company to continue as a going concern entity and to carry out its day-to-day operations/activities is not seriously affected due to any such FIR/ complaints/ charge-sheets/ orders/ notices/ reports as aforesaid.

Accordingly, in view of above representations regarding legal matters at various stages of adjudication and ongoing investigations/ matters, the outcome of which is not known and is uncertain at this stage, we are unable to comment on the consequential impact in respect of the same on the results for the quarter and year ended 31 March 2023.

  1. We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilit ies under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Results section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI'') together with the ethical requirements that are relevant to our audit of the Statement under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAl's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of matters

    1. We draw attention to the note No. 3 to the statement which describes Company's investment of Rs. 20,000 Lakhs (face value) in secured non-convertible debentures issued by IL&FS Transportation Networks Ltd (ITNL) (subsidiary of Infrastructure Leasing & Finance Ltd - ILFS), whereas, the ITNL has defaulted in repayment of interest and various rating agencies revised their credit ratings to the lowest category 'D' i.e. default. Resolution process has been initiated under Companies Act for ITNL, in addition to various investigations and legal proceedings. During the resolution process, Hon'ble NCLAT has approved the Revised Distribution Framework proposed by the New Board for interim distribution. The Company without prejudice to its rights had impaired the investment for the expected credit loss by~ 7,500 lakhs till 31 March 2022. During the quarter and year ended 31 March 2023 the Company has further impaired the investment by~ 4,136.55 lakhs and has written off above-mentioned amounts in respective years.
    1. We draw attention to note 4 to the Statement which describes Company's investment of Rs . 30,000 Lakhs (face value) in 9% Yes Bank Perpetual Additional Tier I (AT-1) bonds. The hon' ble Bombay High Court has quashed and set aside the letter dated 14 March 2020 issued by the Administrator, Yes Bank and decision to write off Additional Tier 1 bonds. On the request of the Yes Bank Counsel the hon'ble Bombay High Court has stayed this order for period of six weeks. Yes Bank and RBI challenged the Bombay High Court's order before the Supreme Court and accordingly stay was extended subject to the final order passed by the Supreme Court. It describes the uncertainty related to the current outcome of the above-mentioned order.

Our opinion is not modified in respect of these matters of emphasis.

M anagement's responsibilities for the standalone financial results

  1. The Statement has been prepared on the basis of the interim financial statements. The Company's Board of Directors are responsible for the preparation of the Statement that give a true and fair view of the net profit/loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34, prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other

63 moons SFS SEBI AR 31 Mar. 2023 Page2of4

irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparat ion and presentation of the Statement t hat give a true and fair view and are free from material misstatement, whether due to fraud or error.

    1. In preparing the Statement, the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no real istic alternative but to do so.
    1. The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the standalone financial results

    1. Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected t o influence the economic decisions of users taken on the basis of the Statement.
    1. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
  • A. Identify and assess t he risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
    1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing ou r opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effect iveness of such controls.
  • C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
  • D. Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

63 moons SFS SEBI AR 31 Mar. 2023 Page 3 of 4

  • E. Evaluate the overall presentation, struc:ture and content of the Statement, including the disclosures, and whether the financial results represent the underlying transactions and events in a manner that achieves fair presentation.
    1. We communicate with t hose charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
    1. We also provide those charged with governance with a statement that we have compl ied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other matter

  1. The Statement incl11des the results for the qu;irter ended 31 March 2023 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to nine months ended 31 December 2022 of t he current financial year which were subjected to limited review by us.

Our opinion is not modified in resµect of this other matter. ------- - - --

Sharp & Tannan Associates Chartered Accountants Firm's Regn . No.: 0109983W

"&

Pramod Bhise . Partner Membership no.: (F) 047751

Mumbai, May 24, 2023 UDIN: 2~0'11:1-51 l?4i fHX H W/2."1

Sharp & Tannan Associates

Chartered Accountants

87 Nariman Bhavan, 227 Nariman Point Mumbai (Bombay) 400 021, INDIA.

  • T: +91 22 6153 7500 ; 2202 2224 / 8857
  • F:. +91 22 2202 3856
  • E: [email protected]
  • W: www.sharp-tannan .com

Independent Auditor's Report on consolidated financial results of 63 moons technologies limited for the quarter and year ended 31 March 2023, pursuant to the Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To,

The Board of Directors 63 moons technologies limited CIN: L29142TN1988PLC015586 Mumbai

Qualified Opinion

    1. We have audited t he accompanying statement of consolidated financial results of 63 moons technologies limited ("the Parent" or "the Holding Company") and its subsidiaries (the Parent and Subsidiaries toget her referred to as "t he Group"), which includes its share of profit /(loss) in its associate for the quarter and year ended 31 March 2023 ("the Statement"), attached herewith, being submitted by t he Holding Company pursuant to the requirement of Regulation 33 of the SEBI (List ing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listi ng Regulations").
    1. In our opinion and to the best of our information and according t o the explanations given to us, and based on the consideration of the reports of the other auditors on financial st atements/ financial information (separate/consolidated) of subsidiaries and its associate, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the Statement:
  • A. includes the fina ncial results of the entities as per Annexure A to this report;
  • B. is presented in accordance with the requirements of Regulation 33 of the Listing Regulations; and
  • C. gives a true and fair view in conformity with the recognition and measurement principles laid down in t he applicable Indian Accounting Standards and ot her accounting principles generally accepted in India of net loss and other comprehensive income and other financial information of the Group and its associate for the quarter and year ended 31 March 2023.

Basis for qualified opinion

3. As stated by the Management of the Holding Company in Note 7 to the Statement, Civil Suits have been filed against the Holding Company in relation to event occurred on National Spot Exchange Limited trading platform. These matters are pending at various stages of adjudication. As stated in the said note, the management of the Company does not foresee that the parties who have filed Civil Suits would be able to sustain any claim against the Holding Company. In addition, as stated by the management in note 7,8 & 9 to the Statement, First Information Reports ("FIR")/ complaints/ charge-sheets/ orders/ notices registered/ received against various parties including the Company from/ with the Economic Offences Wing of the Mumbai Police (EOW}, Central Bureau of Investigation (CBI}, Home Department - Government of Maharashtra

under MP/0 Act, the Directorate of Enforcement, and the Serious Fraud Investigation Office {SFIO). Above matters are pending at various stages of adjudication/investigation.

In this regard, the Management and those charged with Governance have represented to us that other than as stated in the said notes to the Statement, there are no claims, litigations, potential settlements involving the holding Company directly or indirectly which require adjustments to/disclosures in the Statement and that the ability of the Company to continue as a going concern entity and to carry out its day-to-day operations/activities is not seriously affected due to any such FIR/complaints/ letters/ orders/ notices/ reports as aforesaid.

Accordingly, in view of above representations regarding legal matters at various stages of adjudication and ongoing investigations/ matters, the outcome of which is not known and is uncertain at this stage, we are unable to comment on the consequential impact in respect of the same on the results for the quarter and year ended 31 March 2023.

  • 4. We reproduce hereunder the 'Basis for Qualified Opinion' issued by the independent auditor(s) of a subsidiary viz. National Spot Exchange Limited ('NSEL') vide their audit report on the consolidated Ind AS financial statement of NSEL, to the extent the same are found significant as per the Guidance issued by the Institute of Chartered Accountants of India, from time to time and which also forms the basis for qualified opinion in our audit report on the accompanying Statement of the Group:
  • (a) "As stated in note nos. 39, 40, 41, 42, 43 and 44 to the Consolidated Financial Statement, the Group has been served with notices/ letters/ summons from various statutory authorities/ regulators/ Government departments and some purported aggrieved parties. The Group is party to many proceedings filed by / or against the Group which are pending before different forum pertaining to the period prior to suspension of the exchange related operations from 31 July 2013. The management of the Group does not foresee that the parties who have filed Civil Suits against the Group will be able to sustain any claim against the Group.

There are some writ petitions, public interest litigations, civil suits including in representative capacity filed by and against the Group. Such matters against the Group are sub-judice before different forums. The Group may be exposed to civil/criminal liabilities in case of any adverse outcome of these investigations/enquiries or legal cases or any other investigations as referred above enquires or suits which may arise at a later date.

In the light of the above, the outcome of which is not presently known and is uncertain at this stage, hence we are not able to comment on the current or consequential impact if any, in respect of the same on these Consolidated Financial Statements. Also, the matters stated above could also have a consequential impact on the measurement and disclosure of information provided, but not limited to, Balance Sheet, Statement of profit/(loss) account, cash flow statement, statement of change in equity (SOCJE} and earnings per share {EPS) for the year ended and as at 31 March, 2023 in these Consolidated Financial Statements."

(b) "The trade receivables, other receivables, loans and advances and deposits are subject to confirmation and reconciliation. The management, however, does not expect any material changes on account of such reconciliation/ confirmation from parties. In many cases legal notices have been sent to the parties in earlier years; however we are unable to form any opinion on the recoverability of the outstanding balances of such parties."

63 moons - CFS SEBI LODR AR 31 Mar. 2023 Page 2 of 7

  1. We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibi lities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Results section of our report. We are independent of the Group and its associate in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Statement under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAl's Code of Ethics. We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in "Other Matter" paragraph below, is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of matters

    1. We draw attention to the note No. 3 to the statement which describes Company's investment of Rs. 20,000 Lakhs (face value) in secured non-convertible debentures issued by IL&FS Transportation Networks Ltd (ITNL) (subsidiary of Infrastructure Leasing & Finance Ltd - ILFS), whereas, the ITNL has defaulted in repayment of interest and various rating agencies revised their credit ratings to the lowest category 'D' i.e. default. Resolution process has been initiated under Companies Act for ITNL, in addition to various investigations and legal proceedings. During the resolution process, Hon'ble NCLAT has approved the Revised Distribution Framework proposed by the New Board for interim distribution. The Company without prejudice to its rights had impaired the investment for the expected credit loss by~ 7,500 lakhs till 31 March 2022. During the quarter and year ended 31 March 2023 the Company has further impaired the investment by~ 4,136.55 lakhs and has written off above-mentioned amounts in respective years.
    1. We draw attention to note 4 to the Statement which describes Company's investment of Rs. 30,000 Lakhs (face value) in 9% Yes Bank Perpetual Additional Tier I (AT-1) bonds. The hon' ble Bombay High Court has quashed and set aside the letter dated 14 March 2020 issued by the Administrator, Yes Bank and decision to write off Additional Tier 1 bonds. On the request of the Yes Bank Counsel the hon'ble Bombay High Court has stayed th is order for period of six weeks. Yes Bank and RBI challenged the Bombay High Court's order before the Supreme Court and accordingly stay was extended subject to the final order passed by the Supreme Court. It describes the uncertainty related to the current outcome of the above-mentioned order.
    1. We reproduce hereunder the 'Emphasis of Matters' issued by the independent auditor of an Associate (where holding company owns share of 29.15%) viz. NTT Data Payment Services India Limited (Formerly known as Atom Technologies Limited,) vide their audit report dated 18 May 2023, on the standalone Ind AS financial statement, to the extent the same are found significant as per the Guidance issued by the Institute of Chartered Accountants of India, from time to time and which also forms the basis for our audit report on the accompanying Statement of the Group:

"We draw your attention to Note 34 of the financial statement. During the year, Union Bank of India (UBI) made claims of Rs . 190 Crores vide letter dated 22 November 2022. The same is towards payment of commission due to the application of incorrect Merchant Service Fees (MSF) rate for certain identified transactions. The matter is still under discussion & there has been continuous endeavour from both the side so to reach at the convergence, however, considering the factual situation, the Company has created a provision of Rs. 22 Crores in the Financials as of 31 March 2023. Hence, considering the factual information provided above and independent legal advice obtained by the management, possibility of an outflow of resources, embodying economic benefits due to materialisation of any further balance amount is remote.

63 moons - CFS SEBI LODR AR 31 Mar. 2023 Page 3 of 7

Therefore accordingly, company has not disclosed the same under contingent liability vide para 28 of Ind AS 37."

Our opinion is not modified in respect of these matters of emphasis.

Management's responsibilities for the consolidated financial results

    1. The Statement has been prepared on the basis of the interim financial statements. The Holding Company's Board of Directors are responsible for the preparation of the Statement that give a true and fair view of the consolidated total comprehensive income (comprising of net profit/loss and other comprehensive income and other financial information of the Group including its associate in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards 34, prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Board of directors of the companies included in the Group and of its associate are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and its associate and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Statement by the Directors of the Holding Company, as aforesaid.
    1. In preparing the Statement, the respective Board of Directors of companies included in the Group and of its associate are responsible for assessing the ability of the Group and of its associate to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Companies included in the group and its associate or to cease operations, or has no realistic alternative but to do so.
    1. The respective Board of Directors of the Companies included in the group and of its associate are also responsible for overseeing the financial reporting process of the Group and of its associate.

Auditor's responsibilities for the audit of the consolidated financial results

    1. Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial results.
    1. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
  • A. Identify and assess the risks of material misstatement of the statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one

63 moons - CFS SEBI LODR AR 31 Mar. 2023 Page 4 of 7

resulting from error, as fraud may involve collusion, foreery, intentional omissions, misrepresentations, or the override of internal control.

  • B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143{3)(i) of the Act, we are also responsible for expressing our opinion on whether the Holding Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
  • C. Evaluate the appropriateness of accounting policies used ar,d the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
  • D. Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a materiil! uncertainty exists relilted to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inildequate, to modify our· opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cac1se the Group and its associate to cease to continue as a going concern.
  • E. Evaluate the overa ll presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.
  • F. Obtain sufficient appropriate audit evidence regarding the financial results/financial inforr1ation {separate/consolidated) of the entit:es within the Group and its associate to express an opinion on the Statemerit. We are respor,sible for the direction, supervision and performance of the audit of financial information of such entities inc:uded in the Statement of which we are the independent auditors. For th2 other entities :ncluded in the Stat2ment, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
    1. We communicate with those charged with governance of the Holding Company and such other· entities included in Statement of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internai control that we identify during our audit.
  • 1 ti. We also provic1e those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with thrn1 all re:ationships and other m;itters that may reasonably b2 thought to be;:ir on our independence, and where applicable, related safeguards.
  • 16 We also performed procedures in accordance with the circular issued by the SEBI under Regulatior, 33{8) of the Listing Regulations, as amended, to the extent ap(llicable.

Other matters

  1. The Sratemerit in-:ludes the Ind AS financial statements (stanaalone/ consolidated) of seven domestic subsidiaries, whose Ind AS financial statements reflect totc1I assets of Rs. 57,565.16 lakh~ as at 31 !vlarch 2023; as well as the total revenue of Rs. 2,746.33 lakhs, other ----------···------------···--- 63 moo11s - CF'.':, SEBI l.ODR r~R 31 l\i::;r 2023 Page 5 of7

comprehensive income of Rs. 15.45 lakhs and net cash flow of Rs. (4,479.46) lakhs for the year then ended. The Statement also includes the Group's share of profit/(loss) of Rs. (483.01) lakhs for the year ended 31 March 2023, in respect of an associate. These Ind AS financial statements have been audited by their respective independent auditor whose audit reports have been furnished to us by the Parent's management and our opinion on the Statement, in so far as it relate? to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors and the procedures performed by us are as stated in paragraph above.

The Statement also includes the financial statements (standalone/ consolidated) of four foreign subsidiaries, which reflects tot,il assets of Rs. 19,498.14 lakhs as at 31 March 2023; as well as the total revenue of Rs. 296.10 lakhs, other comprcnensive income of Rs. Nil Lakhs and net cash flow of Rs. (1,707.69) lakhs for the year then ended. These financial statements have been audited by their respective independent auditor whose audit reports have been furnished to us, and our opinion on the Statement, in so far 2s it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditor and the procedures performed by us as stated in paragraph above.

    1. Certain subsidiaries are located outside India and their separate/consolidated financial statements have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Holding Company's management has converted the separate/consolidated financ ial statements of these subsidiaries located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Ho:ding Company's management. Our opinion in so far as it relates to the balances c:nd affairs of these subsidiaries located outside India is basec ,)n the report of other auditors and the conversion adjustments prepared by the management of the Holding Company and audited by us.
    1. The Statement includes the results for the quarter ended 31 March 2023 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to nine months ended 31 December 2022 of the current fin,mcial year which were subjected to limited review by us.

Our opinion is not modified in respect of these other matters.

Sharp & Tannan Associates Chartered Accountants Firm's Regn No.: 0109983W by the hand of

Pram~d°Bhise Part:ier Membership no.: (F) 0477~1

Mumbai, 24 May 2023

63 moons - CFS SEBI LODR AR 31 Mar. 2023

Annexure A to the Independent Auditor's Report on consolidated financial results of 63 moons technologies li~ited for the quarter and year ended 31 March 2023 r-::---1 -------- - ----- -- - . --------- 1::,r. , Name of the Com pan y

Sr.
no.
Name of the Company Nature of relationship
1. Ticker Limited (Formerly known as Tickerplant Limited)
3.0 Verse Limited (Subsidiary of Ticker Limited)
Domestic subsidiary
2. Financial Technologies Communications Limited Domestic subsidiary
3. Apian Finance & Investment Limited Domestic subsidiary
4. FT Projects Limited Domestic subsidiary
5. Glocal Payment Networks Limited Domestic subsidiary
6. FT Knowledge Management Company Limited Domestic subsidiary
7 1 National Spot Exchange Limited (NSEL) Domestic subsidiary
Indian Bullion Market Association Limited (subsidiary of NSEL) Domestic subsidiary
Farmer Agricultural Integrated Development Alliance Limited
(subsidiary of NSEL)
Domestic subsidiary
Western Ghats Agro Growers Company Limited (WGAGL)
(subsidiary of NSEL)
Domestic subsidiary
8. FT Group Investments Pvt. Limited. (FTGIPL) Foreign subsidiary
9. Financial Technologies Singapore Pte Limited Foreign subsidiary
10. ICX Platform (Pty) Limited Foreign subsidiary
11. Knowledge Assets Pvt. Limited Foreign subsidiary
12. NTT Data Payment Services India Limited (Formerly known as
Atom Technologies Limited)
Associate
Sr.
no.
Name of the Company under liquidation Nature of relationship
Riskraft Consuiting Limited (Riskraft) Domestic subsidiary
IBS Forex Limited (IBS) Domestic subsidiary
3. Financial Technologies Middle East DMCC (Subsidiary of
FTGIPL)
Foreign subsidiary

Statement on Impact of Audit Qualifications on Annual Standalone Audited Financial Results for year ended March 31, 2023

Sr.
I.
< lakhs
No. Particulars Audited Figures
(as reported before
adjusting for
qualifications)
Adjusted Figures
(audited fgures after
adjusting for
qualifications)
1. Total income 37,490.74 37,490.74
2. Total Expenses 23,218.10 23,218.10
3. Exceptional items {7,386.55) {7,386.55)
4. Net Profit/(Loss) 2,775.41 2,775.41
5. Earnings Per Share 6.02 6.02
6. Tota I Assets 283,215.39 283,215.39
7. Total Liabilities 21,558.94 21,558.94
8. Net Worth 261,508.86 261,508.86
11. Audit Qualification:
A. Qualification
Basis for Qualifications pertaining to the Company and management response thereto :
1 As stated by the Management of the Company in Note 7 to the Statement, Civil Suits have
been filed against the Company in relation to event occurred on National Spot Exchange
Limited trading platform. These matters are pending at various stages of adjudication. As
stated in the said note, the management of the Company does not foresee that the parties
who have filed Civil Suits would be able to sustain any claim against the Company. In addition,

In this regard, the Management and those charged with Governance have represented to us that other than as stated in the said notes to the Statement, there are no claims, litigations, ~ ~tial settlements involving the Company directly or indirectly which require adjustments ~ ' ~ closures in the Statement and that the ability of the Company to continue as a going " l

"\i\na~

63 moons technologies limited

Corporate Office: FT Tower, CTS No. 256 & 257, Suren Road, Chakala, Andheri (East), Mumbai 400 093, India. T: +91 22 66868010 I F: +91 22 66868050 I E: [email protected] I W: www.63moons.com

Registered Office: Shakti Tower - 11, 4"' Floor, Premises - J, 766, Anna Salai, Chennai • 600 002. T: +91 44 4395 0850 I F: +91 44 4395 0899 I CIN No.: L29142TN1988PLC015586

63 "" moons

concern ent ity and to ca rry out it s day-to-day operations/act ivities is not seriously affected due to any such FIR/ complaints/ charge-sheets/ orders/ notices/ reports as aforesaid.

Accordingly, in view of above representations regarding legal matters at various stages of adjudication and ongoing invest igations/ matters, the outcome of which is not known and is uncertain at this stage, we are unable to comment on the consequential impact in respect of the same on the results for the quarter and year ended 31 March 2023.

B. Type of Audit Qualification:
Qualified Opinion
C. Frequency of observation
Qualification stated in paragraphs A 1 - since year 2012-13.
D. For Audit Qualification(s) where the impact is not quantified by the auditor:
(i) Management's reason for unable to estimation on the impact of audit qualification

(1) For qualification referred in Sr. No. A 1 above,

i) 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 t he 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 (Fl Rs) 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 -~"nanl-4_~ the matter. The Company has been named in the charge sheet filed in December 2018.

'), ....-:n: Jc. . ' ~ ~,\ lfT ~ ' ~ ICAI ~ "' Regn. No. • ) • 109983W ~;? .,....,. ~ t ~rod Acco"'

Corporate Office: FT Tower, CTS No. 256 & 257, Suren Road, Chakala, Andheri (East), Mumbai 400 093, India. T: +91 22 66868010 I P. +91 22 66868050 I E: [email protected] I W: www.63moons.com

Registered Office: Shakti Tower - 11, 4~ Floor, Premises - J, 766, Anna Salai, Chennai - 600 002. T: +91 44 4395 0850 I F: +91 44 4395 0899 I CIN No.: L29142TN1988PLC015586

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) CBI - EOW, has registered an FIR alleging conspiracy between the private persons and SEBI official for granting renewal of stock exchange license to MCX Stock Exchange Ltd. by SEBI. Also, CBI-EOW, has registered FIR alleging that certain official of FMC, SEBI and other for giving illegal benefits to Multi Commodity Exchange of India Ltd. (MCX) and allowing MCX trading as commodity exchange. The investigation in both cases is pending.

d) 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. 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.

ii) The Company had fi led t he Writ Petitions before the Bombay High Court challenging inter alia, the provisions of the MPID Act are violative of the Constitution and the validity of various Notifications and corrigendum attaching the assets of the Company issued under the provisions of the MPID Act. The Hon' ble Bombay High Court pleased to quash and set aside the said impugned Notifications. In appeal, Hon'ble Supreme Court has set aside the High Court order and held that all the Notifications issued under MPID Act are valid . The Company is in process of pursuing its remedy before MPID Court against said Notifications.

iii) The Enforcement Directorate('ED') has attached certain assets of the Company under the provisions of the Prevention of Money Laundering Act, 2002(PMLA). The three Provisional Attachments Orders had been confirmed by the Adjudicating Authority. 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 ,___ '\~~n nAs.r e Hon' ble Appellate Tribunal. The Hon'ble Court was pleased to admit the appeal and 'b 0~. & 31' ·fied that the later part of the impugned order shall not govern the Company. ED has

63 moons technologies limited

Corporate Office: FT Tower, CTS No. 256 & 257, Suren Road, Chakala, Andheri (East), Mumbai 400 093, India. T: +91 22 66868010 I F: +91 22 66868050 I E: [email protected] I W: www.63moons.com

Registered Office: Shakti Tower - 11, 4" Floor, Premises - J, 766, Anna Salai, Chennai - 600 002. T: +91 44 4395 0850 I F: +91 44 4395 0899 I CIN No.: L29142TN1988PLC015586

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.

In the light of the above ongoing investigations and matters, the outcome of which is not known and is uncertain at this stage, we are unable to quantify the impact.

(ii) Auditors' Comments :

Quantification is not possible.

For 63 moons technologies limited

In terms of our Report issued under Regulation 33 of the Securit ies and Exchange Board of India (Listing Obligat ion and Disclosure Requirements) Regulation, 2015.

Chairperson Audit Committee

Devendra Agrawal Whole Time Director & CFO

Place : M umbai

Date : May 24, 2023.

For Sharp & Tannan Associates Chartered Accountants ~ oNo.10998

Pramod Bhise Partner (Membership No. (F) 047751

Corporate Office: FT Tower, CTS No. 256 & 257, Suren Road, Chakala, Andheri (East), Mumbai 400 093, India. T: +91 22 66868010 I F' +91 22 66868050 I E: [email protected] I W: www.63moons.com

Registered Office: Shakti Tower - II, 4" Floor, Premises - J, 766, Anna Salai, Chennai - 600 002. T: +91 44 4395 0850 I F: +91 44 4395 0899 I CIN No.: L29142TN1988PLC015586

Statement on Impact of Audit Qualifications on Annual Consolidated Audited Financial Results for year ended March 31, 2023.

Sr.
No.
Particulars Audited Figures
(as reported before
Adjusted Figures
(audited figures after
adjusting for adjusting for
qualifications) qual if ications)
l. Total income 40,176.88 40,176.88
2. Total Expenses
;
34,085.53 34,085.53
3. Exceptional items (4,136.55) (4,136.55)
4 . Net Profit/(Loss) (1,630.88) (1,630.88)
5. Earnings Per Share (3.54) (3.54)
6. Tota I Assets 3,46,585.27 3,46,585.27
7. Total Liabilities 37,534.56 37,534.56
8. Net Worth 3,11,353.22 3,11,353.22
II.
A.
Audit Qualification:
Qualification
Basis for Qual
ificat ions pertaining to the Company and management response thereto:
said note, the management of the Company does not foresee that the parties who have filed
Civil Suits would be able to sustain any claim against the Company. In addition, as stated by the
management in note 7, 8 & 9 to the Statement, there are First Information Reports ("FIR")/
complaints/ charge-sheets/ orders/ notices registered/ received against various parties
including the Company from/ with the Economic Offences Wing of the Mumbai Police (EOW),
Central Bureau of Investigation (CBI), Home Department -
MPID Act, the Directorate of Enforcement and the Serious Fraud Investigation Office (SFIO).
Above matters are pending at various stages of adjudication/investigation.
Government of Maharashtra under
'b,::-
~
-
~0,1\I !!!.4s.s
1·~::/
10 S83W
In this regard, the Management and those charged with Governance have represented to us that
other than as stated in the said notes to the Statement, there are no claims, litigations, potential
involving the Company directly or indirectly which
settlements
to/disclosures in the Statement and that the ability of the Company to continue as a going
ncern entity and to carry out its day-to-day operations/activities is not seriously affected due
l~YSi ~I.A'\% ny such FIR/ complaints/ charge-sheets/ orders/ notices/ reports as aforesaid.
*
~-
adjustments
require

Corporate Office: FT Tower, CTS No. 256 & 257, Suren Road, Chakala, Andheri (East), Mumbai 400 093, India. T: +91 22 66868010 I F: +91 22 66868050 I E: [email protected] I W: www.63moons.com

Registered Office: Shakti Tower - 11, 4"' Floor, Premises - J, 766, Anna Salai, Chennai - 600 002. T: +91 44 4395 0850 I F: +91 44 4395 0899 I CIN No.: L29142TN1988PLC015586

63. moons

Accordingly, in view of above representations regarding legal matters at various stages of adjudication and ongoing investigations/ matters, the outcome of which is not known and is uncertain at this stage, we are unable to comment on the consequential impact in respect of the same on the results for the quarter and year ended 31 March 2023.

  • 2 We reproduce hereunder the 'Basis for Qualified Opinion' issued by the independent auditor(s) of a subsidiary viz. National Spot Exchange Limited ('NSEL') vide their audit report on the consolidated Ind AS financial statement of NSEL, to the extent the same are found significant as per the Guidance issued by the Institute of Chartered Accountants of India, from time to time and which also forms the basis for qualified opinion in our audit report on the accompanying consolidated Ind AS financia l Statements of the Group.
  • a) "As stated in note nos. 39,40,41,42,43 and 44 to the Consolidated Financial Statement, the Group has been served with notices/ letters/ summons from various statutory authorities/ regulators/ Government departments and some purported aggrieved parties. The Group is party to many proceedings filed by/ or against the Group which are pending before different forum pertaining to the period prior to suspension of the exchange related operations from 31st July 2013. The management of t he Group does not foresee that the parties who have filed Civil Suits against the Group will be able to sustain any claim against the Group.

There are some writ petitions, public interest litigations, civil suits including in representative capacity filed by and against the Group. Such matters against the Group are sub-judice before different forums. The Group may be exposed to civil/criminal liabilities in case of any adverse outcome of these investigations/enquiries or legal cases or any other investigations as referred above enquires or suits which may arise at a later date.

In the light of the above, the outcome of which is not presently known and is uncertain at this stage, hence we are not able to comment on the current or consequential impact if any, in respect of the same on these Consolidated Financial Statements. Also, the matters stated above cou ld also have a consequential impact on the measurement and disclosure of information provided, but not limited to, Balance Sheet, Statement of profit/(loss) account, cash flow statement, statement of change in equity (SOCIE) and earnings per share (EPS) for the year ended and as at 31 March, 2023 in these Consolidated Financial Statements."

63 moons technologies limited

Corporate Office: FT Tower, CTS No. 256 & 257, Suren Road, Chakala, Andheri (East), Mumbai 400 093, India. T: +91 22 66868010 I F: +91 22 66868050 I E: [email protected] I W: www.63moons.com

Registered Office: Shakti Tower - 11, 4"' Floor, Premises - J, 766, Anna Salai, Chennai - 600 002. T: +91 44 4395 0850 I F: +91 44 4395 0899 I CIN No.: L29142TN1988PLC015586

63~) moons

"The trade receivables, other receivables, loans and advances and deposits are subject to
b)
confirmation and reconciliation. The management, however, does not expect any material
changes on account of such reconciliation/ confirmation from parties. In many cases legal
notices have been sent to the parties in earlier years; however, we are unable to form any
opinion on the recoverability of the outstanding balances of such parties".
B. Type of Audit Qualification:
Qualified Opinion
C. Frequency of observation
Qualification stated in paragraphs Al(a}, A2(a}, A2( b) above - since year 2012-13.
D. For Audit Qualification(s} where the impact is not quantified by the auditor:
(i} Management's reason for unable to estimation on the impact of audit qualification
For qualification referred in Sr. No. A 1 (a) above,
1.
a) Post July-2013, civil suits have been filed against the Company in relation to the counter party
i.
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.
~i~~4~
l
-c:-:;;~~
I
I •
U>
1oi
~
.,,~
alleging conspiracy between the private persons and SEBI
c) CBI - EOW, has registered an FIR
for granting renewal of stock exchange license to MCX Stock Exchange Ltd. by SEBI.
official
so, CBI-EOW, has registered FIR alleging that certain official of FMC, SEBI and other for giving
"fTA CAI ~~~ \
Re n. No.
os3W
~)
~
'!>.,,f"
~rea Acco'I><:•
63 moons technologies limited

T: +91 44 4395 0850 I F: +91 44 4395 0899 I CIN No.: L29142TN1988PLC015586

63. moons

illegal benefits to Multi Commodity Exchange of India Ltd. (MCX) and allowing MCX trading as commodity exchange. The investigation in both cases is pending.

d) 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. 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.

  • ii. The Company had fi led the Writ Petitions before the Bombay High Court challenging inter alia, the provisions of the MPID Act are violative of the Constitution and the validity of various Notifications and corrigendum attaching the assets of the Company issued under the provisions of the MPID Act. The Hon'ble Bombay High Court pleased to quash and set aside the said impugned Notifications. In appeal, Hon'ble Supreme Court has set aside the High Court order and held that all the Notifications issued under MPID Act are valid. The Company is in process of pursuing its remedy before MPID Court against said Notifications.
  • ii. The Enforcement Directorate('ED') has attached certain assets of the Company under the provisions of the Prevention of Money Laundering Act, 2002(PMLA). The three Provisional Attachments Orders had been confirmed by the Adjudicating Authority. 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 and clarified that the later part of the impugned order shall not govern the Company. 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.

In the light of the above ongoing investigations and matters, the outcome of which is not known and is uncertain c1t this stage, we are unable to quantify the impact.

2. For qualification referred in Sr. No. A 2(a) above,

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 '\'b.~na Assoc. . tatements of the Company. There are no claims/litigations/potential settlements involving the

63 moons technologies limited

Corporate Office: FT Tower, CTS No. 256 & 257, Suren Road, Chakala, Andheri (East), Mumbai 400 093, India. T: +91 22 66868010 I F: +91 22 66868050 I E: [email protected] I W: www.63moons.com

Registered Office: Shakti Tower - II, 4"' Floor, Premises - J, 766, Anna Salai, Chennai - 600 002. T: +91444395 0850 I F: +91444395 0899 I CIN No.: L29142TN1988PLC015586

Company directly or indirectly, which may require adjustments in the Consolidated Ind AS Financial Statements.

  1. For qualificat ion referred in Sr. No. A 2 (b) above:

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.

(ii) Auditors' Comments: Quantification is not possible.

For 63 moons technologies limited

Chairperson Audit Committee

S Rajendran

Managin~~tor & CEO

Devendr:4al Whole Time Director & CFO

Place: Mumbai Date: May 24, 2023

In terms of our Report issued under Regulation 33 of the Securities and Exchange Board of India {Listing Obligation and Disclosure Requirements) Regulation, 2015.

For Sharp & Tannan Associates Chartered Accountants =~ n No. 109983W)

Pramod Bhise · · Partner (Membership No. {F) 047751)

63 moons technologies limited

Corporate Office: FT Tower, CTS No. 256 & 257, Suren Road, Chakala, Andheri (East), Mumbai 400 093, India. T: +91 22 66868010 I F: +91 22 66868050 E: [email protected] I W: www.63moons.com

Registered Office: Shakti Tower - 11, 4" Floor, Premises - J, 766, Anna Salai, Chennai - 600 002. T: +91 44 4395 0850 I F: +91 44 4395 0899 I CIN No.: L29142TN1988PLC015586