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63 Moons Technologies Limited Interim / Quarterly Report 2023

Feb 4, 2023

60264_rns_2023-02-04_edd586a1-b31a-4afd-9094-9eb6aad45a69.pdf

Interim / Quarterly Report

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February 04, 2023

i Listing Compliance, i Listing Compliance,
i
: BSE Limited !
! National Stock Exchange of India Limited
i P. J. Towers, i Exchange Plaza,
i
: Dalal Street, : Bandra Kurla Complex,
:
! Mumbai-400001 Mumbai-400051
: Bandra(E),
:
: (Scrip.Code: 52688.1) l (Scrip Code: .63MOONS) :

Dear Sirs,

Sub: Unaudited Financial Results (Standalone and Consolidated) alongwith Limited Review Report for the quarter ended 31st December, 2022

Pursuant to 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, inter-aliahas approved the Unaudited Financial Results (Standalone and Consolidated) alongwith Limited Review Report for the quarter ended 31st December, 2022. Copy of Financial Results alongwith Limited Review Report is enclosed for your records.

The meeting commenced at 11.00 a.m. and concluded at / . 2_ 5 p.m.

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

Thanking You,

Yours faithfully, For 63 moons technologies limited

Hariraj Chauhan ~ ~ / Sr. VP & Company Secretary ~~/ sa\'t,o ,,._

Encl: a/a

63 moons technologies limited

Corporate Office: FT Tower, CTS No. 256 & 257, Suren Road, Chakala, Andheri (East). Mumbai 400 093, ind1a T: +91 22 66868010 I F: +91 22 66868050 I E [email protected] I W: www.63rnoons.com Registered Office: Shakti Tower - II, 4" Floor, Premises - J. 766. /1nna Salai, Chennai •- 600 002.

T: +91 44 4395 0850 I F: +91 44 4395 0899 I CIN No.: L29l 42TNl 988PLCOl 5586

63 moons technologies limited Regd. Office: Shakti Towers-II,J,4th Floor,766, Anna Salai, Thousa nd Lights, Chennai - 600002. CIN - L29142TN1988PLC015586

A. STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2022

fin lakhs, except per equity share data)
Quarter ended Nine Months Ended Year Ended
Sr. PARTICULARS 31.12 .2022 30.09.2022 31.12 .2021 31.12.2022 31.12.2021 31.03 .2022
No. Unaudited Unaudited Unaudited Unaudited Unaudited Audited
Income
1 Operating Income
a) Revenue from Operations 8,837.01 4,018.38 3,649.37 16,531.43 10,608.31 14,435.21
b) Other Operating Income 0.30 0.30 0.30 0.90 2.51 3.61
2 Other Income (net) 2,202.60 1,912.80 1,593.14 6,964.56 4,900.52 6,669.89
3 Total Income (1+2) 11 039.91 5,931.48 5,242.81 23,496.89 15,511.34 21,108.71
4 Expenses
a) Employee benefits expense 3,187.68 2,916.37 2,536.96 8,985.64 7,958.58 10,5 73 .2 7
b) Legal and professional charges 1,044.68 991.47 1,317.43 3,597.47 4,389.91 5,870.64
c) Depreciation and amortisation expense 303.3 7 283.22 288.60 855.02 938 .02 1,207.37
d) Fina nc e costs 17.92 9.49 9.78 36.90 29.35 39.31
e) Other exoenses 1,305.04 1,140.12 1,293.41 3,618.36 3,237.18 4,503 .72
Total expenses 5 858.69 5 340.67 5 446.18 17093.39 16 553.04 22,194.31
5 Profit/ (Loss) before Exceptional items (3·4) 5,181.22 590.81 (203.37' 6,403 .50 (1,041.70) (1,085.60)
6 Exceotional items (500.001 (500.00I !1,000.00' (2 ,500.00' (4,708.28 (5,208.28
7 Profit/ (Loss) before tax (5+6) 4,681.22 90 .81 (1 ,203.37) 3,903.50 (5,749.98) (6,293.88)
8 Tax expense/ (credit) 1,701.24 (69.00) (56.63 I 1,634.74 (190.36) (159.57)
9 Net Profit/ (Loss) for the period (7 -81 2,979.98 159.81 (1 ,146.74) 2,268.76 (5,559.621 (6,134.31)
10 Other Compreh ensive Income !11 .981 (226.001 1.76 !173.391 (61.03 93.61
11 Total Comprehensive Income (9+10) 2,968.00 (66.19) (1 ,144.98) 2,095.37 (5,620.65) (6,040.70)
12 Paid-up eauitv share capi tal (Face value ~ 2/- per share) 921.57 921.57 921.57 921.57 921.57 921.57
13 Reserves excluding revaluation reserves 2,58,097.98
14 Earnings per share (Face Valuer 2/- per share )
Basic/ Diluted (~) (not annua lised) 6.47 0.35 (2.49) 4.92 (1 2.071 (13.31)
Standalone Other Income consists of: (~ in lakhs)
Particulars Quarter ended Nine Months Ended Year Ended
31.12.2022 30.09.2022 31.12.2021 31.12.2022 31.12.2021 31.03.2022
(a) Change in fair valuation of Investments 151.14 234.17 86.94 3 73.34 397.33 456.73
(b) Interest Income 1,796.46 1,436.26 1,316.89 5,814.72 3,944.41 5,407.31
(c) Others (net) 255.00 242.37 189.31 776.50 558.78 805.85
2,202.60 1,912.80 1,593.14 6,964.56 4,900.52 6,669.89

Standalone exceptional items consists of: (~ in lakhs)

Quarter ended Nine Months Ended
Particulars 31.12.2022 30.09.2022 31.12.2021 31.12.2022 31.12.2021 31.03.2022
(a) Expected credit loss on investment in subsidiaries (net) (500.00) (SOD.OD) (1,000.00) (2,500.00) (2,000.00) (2,500.00)
(b)Allowance for expected credit loss on
debentures
(2,708.28) (2,708.28)
(500.00) (500.00) (1,000.00) (2,500.00) (4,708.28) (5,208.28)

B. STATEMENT OF CONSOLIDATED UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2022

(₹ in lakhs, except per equity share data)
Quarter Ended Nine Month Ended Year Ended
Sr. PARTICULARS 31.12.2022 30.09.2022 31.12.2021 31.12.2022 31.12.2021 31.03.2022
No. Unaudited Unaudited Unaudited Unaudited Unaudited Audited
$\mathbf{1}$ Operating Income
a) Revenue from Operations 9,313.97 4,421.94 4,038.09 17,816.93 11,757.29 15,976.50
b) Other Operating Income 9.79 9.90 11.83 29.79 39.12 49.93
2 Other Income (net) 2,623.14 2,087.00 1,638.36 7,694.30 5,051.53 6,960.07
3 Total Income $(1+2)$ 11,946.90 6,518.84 5,688.28 25,541.02 16,847.94 22,986.50
$\overline{a}$ Expenses
a) Employee benefits expense 4,265.77 4,049.74 3,104.61 12,169.43 9,486.41 13,014.92
b) Finance costs 18.09 13.40 13.66 41.61 35.22 47.30
c) Legal and professional charges 1,623.76 1,447.47 1,809.86 5,311.59 5,675.05 8,037.08
d) Depreciation and amortisation expense 323.57 303.48 302.29 914.91 968.71 1,248.90
e) Other expenses 1,951.39 2,055.99 2,212.96 5,864.71 4,740.87 6,637.78
Total expenses 8,182.58 7,870.08 7,443.38 24,302.25 20,906.26 28,985.98
5 Profit / (loss) before Exceptional items (3-4) 3,764.32 (1, 351.24) (1,755.10) 1,238.77 (4,058.32) (5,999.48)
6 Exceptional items $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ ٠ (2,708.28) (1, 375.41)
$\overline{7}$ Profit / (loss) before tax (5+6) 3,764.32 (1, 351.24) (1,755.10) 1,238.77 (6,766.60) (7, 374.89)
8 Tax expense 1,711.31 (58.01) (52.08) 1,662.93 (189.67) 62.96
9 Net Profit / (loss) after taxes (7-8) 2,053.01 (1, 293.23) (1,703.02) (424.16) (6, 576.93) (7, 437.85)
10 Share of profit of Associate (91.26) (72.57) 337.10 369.65 813.77 1,871.00
11 Minority Interest (236.77) (299.46) (801.41) (249.51)
12 Net Profit / (loss) after taxes, minority interest and share of
profit of associates (9+10-11) 2,198.52 (1,066.34) (1,365.92) 746.90 (5,763.16) (5, 317.35)
13 Other Comprehensive Income (11.99) (235.64) 1.76 (183.04) (61.03) 37.66
14 Total Comprehensive Income (12+13) 2,186.53 (1,301.98) (1,364.16) 563.86 (5,824.19) (5, 279.69)
15 Paid-up equity share capital (Face value ₹ 2/- per share) 921.57 921.57 921.57 921.57 921.57 921.57
16 Reserves excluding revaluation reserves 3,08,720.70
17 Earnings per share (Face Value ₹ 2/- per share)
Basic / Diluted $(\bar{\zeta})$ (non annulised)
4.77 (2.31) (2.96) 1.62 (12.51) (11.54)
Consolidated Other Income consists of: lakhs)
$\mathsf{I}$
Particulars Quarter Ended Nine Month Ended
31.12.2022 30.09.2022 31.12.2021 31.12.2022 31.12.2021 31.03.2022
$(a)$ Change in fair valuation of Investments 170.21 248.13 100.65 417.43 439.40 513.82
(b) Interest Income 1,972.29 1,592.98 1,372.54 6,286.05 4,102.46 5,670.50
$(c)$ Others (net) 480.64 245.89 165.17 990.82 509.67 775.75
2,623.14 2,087.00 1,638.36 7,694.30 5,051.53 6,960.07
Consolidated exceptional items consists of:
lakhs)
in
Particulars Quarter Ended Nine Month Ended Year Ended
31.12.2022 30.09.2022 31.12.2021 31.12.2022 31.12.2021 31.03.2022
(a) Allowance for expected credit loss on debentures ÷ (2.708.28) (2,708.28)
(b) Gain on deemed disposal of Investments in Associates 1,332.87
(2,708.28) (1, 375.41)

Consolidated Segment-wise Revenue and results:-

Particulars Quarter Ended Nine Month Ended Year Ended
31.12.2022 30.09.2022 31.12.2021 31.12.2022 31.12.2021 31.03.2022
Segment Revenue :
STP Technologies / Solutions 9,323.44 4,409.35 3,972.91 17,485.14 11,552.43 15,686.39
Others 40.90 60.34 117.90 480.65 371.78 509.83
Total 9,364.34 4,469.69 4,090.81 17,965.79 11,924.21 16,196.22
Less: Inter segment Revenue 40.58 37.85 40.89 119.07 127.80 169.79
Net Sales /Income From Operations 9,323.76 4,431.84 4,049.92 17,846.72 11,796.41 16,026.43
Segment Results:
STP Technologies / Solutions 5,058.03 128.16 862.10 5,315.28 3,517.57 4,806.35
Others (687.87) (746.99) (606.22) (2, 188.11) (1,765.11) (2,650.33)
Total 4,370.16 (618.83) 255.88 3,127.17 1,752.46 2,156.02
Less: Eliminations (30.78) (16.09) (11.25) (126.47) (33.75) (64.50)
Net Segment Results 4,400.94 (602.74) 267.13 3,253.64 1,786.21 2,220.52
Less: Finance Cost 18.09 13.40 13.66 41.61 35.22 47.30
Add: Unallocable Income 2,623.17 2,086.98 1,638.36 7,694.31 5,051.54 6,960.08
Less: Unallocable Expenses 3,241.70 2,822.08 3,646.93 9,667.57 10,860.85 15,132.78
Add: Exceptional Item (2,708.28) (1, 375.41)
Profit / (loss) before tax 3,764.32 (1, 351.24) (1,755.10) 1,238.77 (6, 766.60) (7, 374.89)

(~ in lakhs)

  • a) Segments have been identified in accordance with the Ind AS 17 "Segment Reporting" considerin g the organization structure and t he return/ ri sk profiles of the business.
  • b) STP Technologies/ So lutions segment represents straight th rough processing solutions and includes an integra ted mix of various prod uct s, projects and activities incidental th ereto. Other segment represe nts trading, procurement, process management, risk consultancy activities, Sha red Business Support Services, IT Infrastructure Sharing, NBFC re lated activities and intern et telecommunica tion se rvices.
  • c) Due to diversified nature of business, significant assets are interchangea bly used between segments and the management believes that it is currently not practicable to provide segment di sclosure relating to capital employed since a meaningful segregation is not possible

Notes:

    1. These above financial results have been reviewed and recommended by t he Audit Committee. The same have been approved by the Board of Directors of t he Company at its meeting held on February 4, 2023.
    1. 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 and 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 Tribuna l, Mumbai (NCLT) has superseded the board of IL&FS and appointed Govt. nominees. Resolution process has bee n initiated under Companies Act under the supervision of National Company Law Appellate Tribunal (NCLAT), in addition to various investigations and legal proceedings. The Company has filed its claim and also taken various measures including filing legal cases against specified parties at appropriate forum . The outcomes of legal matters are pending. Since these matters are pending at various stage of adjudication and considering the uncertainties, the Company is unable to quantify the impact of these investments. The Company has impaired the investment for the expected credit loss by~ 7,500 lakhs till March 31, 2022. The Company has filed civil suit before Hon'ble Bombay High Court for damages.
    1. The Company has investments in 9% Yes Bank Perpetual Additional Tier I (AT-1) Bonds amounting to ~ 30,000 Lakhs (face value) which was rated AA by the rating agencies. On March 06, 2020, the Central Government announced draft scheme of reconstruction of Yes Bank Ltd. (YBL), which inter alia incl uded proposal for complete written down of AT-1 Bonds permanently. On March 13, 2020, the government notified the final scheme as YES Bank Reconstruction Scheme 2020. ("Final Reconstruction Scheme"). The Final Reconstruction Scheme had excluded the writing off AT-1 bonds and it carried clause that all contracts, deeds, bonds, etc., shall be effective to the extent and in the same manner, as was applicable before such commencement. However, on March 14, 2020, Yes Bank through Administrator informed the stock exchanges that the Perpetual Subordinated Basel Ill Compliant Additional Tier I Bonds issued by the Yes Bank for an amount of~ 8,415 crores need to be fully written down permanently and sta nd ext inguished with immediate effect. Trustees of the issue and the Company have taken legal recou rse to t his act ion of the Yes bank. The Hon' ble Bombay High Court quashed and set aside the letter dated March 14, 2020 issu ed by the Adm inistrator, Yes Bank and decision to write off Additional Tier 1 (AT-1) bonds. The Hon'ble Bombay High Court further on the request of Yes Bank counsel stayed this order for period of six weeks.
    1. 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 fina l hearing and disposal of the Notice of Motion. This Notice of Motion was filed in one of the suit s relating to NSEL counterparty default. In compliance to the said order, the Company has not dist ributed the final dividend approved by the shareholders for the financial yea r 2014-15, 2016-17, 2017-18 2018-19, 2019-20 and 2020-21 aggregating to ~ 6,911.78 lakhs. All the Notice of Motions and the Contempt Petitions filed against the Company have been tagged together and pending for hearing.

  • s. The Union of India, through the Ministry of Corporate Affairs ("MCA"), has filed the 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 Appeal, NCLT 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 wherein in interim Hon' ble Supreme Court granted stay on appointment of director on the Company, the matter is pending for hearing .
    1. a) Post July-2013, civil suits have been filed against the Company in relation to the counter party payment default occurred on the exchange platform of NSEL, wherein the Company has been made a party. In these proceedings certain reliefs have been claimed against the Company, inter-alia, on the ground that the Company is the holding company of NSEL. These matters are pending before the Hon'ble Bombay High Court for adjudication . The Company has denied all the claims and contentions in its reply . There is no privity of contract between the Company and the Plaintiffs therein . The management is of the view that the parties who have filed the Civil Suits would not be able to sustain any claim against the Company. These matters are pending for hearing before the Hon'ble Bombay High Court.

b) First Information Reports (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 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.

    1. 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 t hat 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

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a prosecution complaint before the Spl. PMLA Court, Mumbai against the Company and the same is pending for trial.

    1. During the quarter ended December 31, 2022, the Company has made additional long-term investments aggregating~ 500.00 lakhs in subsidiary.
    1. The Statutory Auditors vide their Independent Auditors Limited Review Report dated February 04, 2023 issued the qualified conclusion on the unaudited standalone financial results for quarter and nine months en ded December 31, 2022 and basis for qualified conclusion and Management responses thereto are as under: -

Note Number 2 and 6 to 8 to the Statement forms the basis for our qualified conclusion, which are as follows:

(A) The Company has 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). 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. The Company's management has also taken various measures including filing legal cases against specified parties. (Refer note 2 to the Statement)

The Company's management and those charged with Governance have represented to us that since these matters are pending at various stages of adjudication and considering the uncertainties, management is unable to quantify the impact on these investments.

Management Response : Refer Note 2 above.

(B) As stated by the Management of the Company in Note 6 to the Statement, Civil Suits have been filed aga inst 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 6, 7 and 8 to the Statement, there are First Information Reports ("FIR")/ complaints/ chargesheets/ 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. (Refer Note 6, 7 and 8 to the Statement).

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, potentia l settlements involving the Company directly or indirectly which require adjustments to/disclosures in the Statement and that the ability of the Company 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 t he same on the results for the quarter and nine months ended December 31, 2022.

Management Response: Refer Note 6, 7 and 8 above.

  1. The Statutory Auditors vide their Independent Auditors Limited Review Report dated February 04, 2023 issued the qualified Conclusion on the unaudited consolidated financial results for quarter and nine months ended December 31, 2022 and basis for qualified conclusion thereto are as disclosed: -

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  • I. Basis for qualified Conclusion pertaining to the Company and management response thereto, Refer Note no 10 above.
  • II. Basis for qualified conclusion by the Independent Auditors of NSEL vide their Limited Review Report on the unaudited consolidated financial results for quarter and nine months ended December 31, 2022 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, pertaining to the period prior to suspension of the exchange related operations from 31st July 2013. There are some writ petitions, public interest litigations, civil suits including in representative capacity filed by and against the Company. Such matters against the Company 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 representations regarding the ongoing investigations and 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 nine months ended December 31, 2022 .

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. The management of the Company does not foresee that the parties who have filed Civil Suits against the Company will be able to sustain any claim against 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 Statement.

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 in value of the trade and other receivables, loans and advances etc. are under litigation/subject to court orders. Where amount is doubtful for recovery, Company has either made provision or disclosed the reason for non-provisioning. Company is making full efforts for recovery of the amounts.

  1. Previous year/period figures have been regrouped/reclassified, wherever necessary, to conform to current period 's presentation.

Place: Mumbai Date: February 04, 2023

For 63 moons technologies limited S Rajendran ing Director & CEO DIN- 02686150

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

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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 Limited Review Report on standalone unaudited financial results of 63 moons technologies limited for the quarter and nine months ended 31 December 2022 pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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

Introduction

  1. We have reviewed the accompanying statement of standalone unaudited financial results of 63 moons technologies limited ("the Company") for the quarter and nine months ended 31 December 2022 ("the Statement") being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulation 2015") as amended.

This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors on 4 February 2023, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34") prescribed under Section 133 of the Companies Act, 2013 ("the Act") and other recognised accounting practices and policies generally accepted in India and Regulation 33 of the SEBI Regulation 2015, as amended. Our responsibility is to express a conclusion on the Statement based on our review.

Scope of review

  1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under section 143(70) of the Act and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Basis for qualified conclusion

    1. Note Number 2 and 6 to 8 to the Statement forms the basis for our qualified conclusion, which are as follows:
  • A. The Company has investment of Rs. 20,000 Lakhs (face value) in secured nonconvertible debentures issued by IL&FS Transportation Networks Ltd (ITNL) (subsidiary of Infrastructure Leasing & Finance Ltd - ILFS). 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. The Company's management has also taken various measures including filing legal cases against specified parties. (Refer note 2 to the Statement)

The Company's management and those charged with Governance have represented to us that since these matters are pending at various stages of adjudication and considering the uncertainties, management is unable to quantify the impact on these investments.

B. As stated by the Management of the Company in Note 6 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 6, 7 and 8 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. (Refer Note 6, 7 and 8 to the Statement).

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/ 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 nine m onths ended 31 December 2022.

Qualified conclusion

  1. Except for the possible effects of the matter specified under "Basis for Qualified Conclusion", and based on our review conducted as stated above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Ind AS 34 as prescribed under section 133 of the Act and other recognised accoun ting practices and policies general ly accepted in India has not disclosed the informat ion req uired to be disclosed in terms of Regu lation 33 of the SEBI Regulation 20 15, as amended, including the manner in w hich it is t o be disclosed, or that it contains any material misst atement.

Emphasis of matter

  1. We draw attention to note no. 3 to the Statement which describes Company's investment of Rs . 30, 0 00 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 20 20 issued by the ,l\dministrator, 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 . It describes the uncertainty related to the current outcome of the above mentioned order.

Our conclusion is not modified in respect of this matter of emphasis.

Sharp & Tannan Associates Chartered Accountants Firm's registrat ion no. 10 9983W

by~

Pramod Bhise' Partner Membership no.(F) 047751

Mumbai, 4 February 2023

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

lndepP.adent Auditor's Limited Review Report on consolidated unaudited financial results of 63 moons technologies limited for the quarter and nine months ended 31 December 2022 pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To,

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

Introduction

    1. We have reviewed the accompanying statement of consolidated unaudited financial results of 63 moons technologies limited ("the Parent" or "the Company") and its ~ubsidiaries (the Parent and its subsidiaries together referred to as "the Group"), and its share of net profit/Closs) after tax and total comprehensive income/ Closs) of its associate for the quarter and nine months ended 31 December 2022 ("the Statement"), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2075 ("SEBI Regulation 2015"), as amended.
    1. The Statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directors on 4 February 2023, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, "Interim Financial Reporting" ("Ind AS 34") prescribed under Section 133 of the Companies Act, 2013, ("the Act") and other recognised accounting practices and policies generally accepted in India and Regulation 33 of the SEBI Regulation 2015, as amended. Our responsibility is to express a conclusion on the Statement based on our review.

Scope of review

  1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and ----

other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under section 143(10) of the Act and consequently does not enable us to obtain assurance that we would become aware of all significant matters thal might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the SEBI Regulations, 2015, as amended, to the extent applicable.

4 . 'The Statement' includes the results of the entities mentioned in Annexure A.

Basis for qualified conclusion

    1. Note Number 2 and 6 to 8 to the Statement forms the basis for our qualified conclusion, which are as follows:
  • A. The Company has investment of Rs. 20,000 Lakhs (face value) in secured nonconvertible debentures issued by IL&FS Transportation Networks Ltd (ITNL) (subsidiary of Infrastructure Leasing & Finance Ltd - ILFS). 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. The Company's management has also taken various measures including filing legal cases against specified parties. (Refer note 2 to the Statement)

The Company's management and those charged with Governance have represented to us that since these matters are pending at various stages of adjudication and considering the uncertainties, management is unable to quantify the impact on these investments.

  1. As stated by the Management of the Company in Note 6 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 6, 7 and 8 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

63 moons CFS LRR Q3 2022-23 Page 2 of 6

pending at various stages of adjudication/investigation. (Refer Note 6, 7 and 8 to the Statement).

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 I complaints I charge-sheets I orders I notices I 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 nine months ended 31 December 2022.

    1. We reproduce hereunder the 'Basis for Qualified Conclusion' issued by the independent auditor(s) of a subsidiary viz. National Spot Exchange Limited ('NSEL ') vide their limited review report on the consolidated financial statements 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 ulso forms the basis for qualified conclusion in our review report on the accompanying Statement of the Group:
  • a) NSEL has been served with notices/letters/ summons from various statutory authorities/regulators/government departments and some purported aggrieved parties, pertaining to the period prior to suspension of the exchange related operations from 37 July 2013 There are some writ petitions, public interest litigations, civil suits including in representative capacity filed by and against the Company. Such matters against the Company 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 representations regarding the ongoing investigations and 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 nine rnonths period ended 31 December 2022.

b) The trade receivables, other receivables~ Joans 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 LRR Q3 2022-23 Page 3 of 6

Qualified conclusion

  1. Except for the possible effects of the matters specified under "Basis for qualified conclusion", and based on our review conducted and procedures performed as stated in "Scope of review" paragraph above and based on the consideration of the review reports of other auditors referred to in "Other matters" paragraph below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Ind AS 34 and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI Regulation 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Emphasis of matter

We draw attention to note no. 3 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. It describes the uncertainty related to the current outcome of the above mentioned order.

Our conclusion is not modified in respect of this matter of emphasis.

Other matters

    1. Interim Ind AS consolidated financial statements of two domestic subsidiaries included in the Statement have been reviewed by their respective independent auditor and it reflects total assets of Rs. 51,125 lakhs as at 31 December 2022, total revenue of Rs. 1,661 lakhs, total net profit/Closs) after tax of Rs. (5,395) lakhs and other comprehensive income of Rs . (10) lakhs for nine months ended 31 December 2022. These interim consolidated financial statements have been reviewed by their respective independent auditors whose review reports have been furnished to us by the Parent's management. Our conclusion on the accompanying Statement, to the extent it has been derived from such interim consolidated financial statements is based solely on the reports of such other auditors and the procedures performed by us as stated above.
    1. The Statement includes interim financial statements (separate/consolidated)/ financial information of five domestic subsidiaries, four foreign subsidiaries and an associate which have not been reviewed by their respective independent auditors and is certified by the respective Company's management. These interim financial statements (separate/consolidated)/ financial information reflects total assets of Rs. 26,274 lakhs

63 moons CFS LRR Q3 2022-23 Page 4 of 6

as at 31 December 2022, total revenue of Rs. 655 lakhs, total net profit/Closs) after tax of Rs. 154 lakhs and other comprehensive income of Rs. Nil for the nine months ended 31 December 2022. The Statement also includes the Group's share of profit of Rs. 370 lakhs for the nine months ended 31 December 2022, in respect of an associate. Our conclusion on the accompanying Statement in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and an associate is based solely on t hese management certified interim financial statements (separate/consolidated)/ financial information, to the extent applicable, as stated above. According to the information and explanations given to us by the Parent Company's management, these interim financial statements (separate/consolidated)/ financial information are not material to the Group.

  1. Certain subsidiaries are located outside India and their interim financial statements (separate/ consolidated)/ financial information have been prepared in accordance with accounting principles generally accepted in their respective countries. The Parent Company's management has converted these interim financial statements (separate/consolidated)/ financial information from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have reviewed these conversion adjustments made by the Parent Company's management. Our conclusion in so far as it relates to the balances and affairs of these subsidiaries located outside India is based on the management certified information and the conversion adjustments prepared by the management of the Holding Company and reviewed by us.

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

Sharp & Tannan Associates Chartered Accountants Firm's registration no. 109983W byi:

Pramod Bhise· Partner Membership no.CF) 047751

UDIN:-2-3 O'-t_1-"t5.1B 01 T +-t O:L.402'½

Mumbai, 4 February 2023

Annexure A to the Independent Auditors' Review Report on unaudited consolidated financial results of 63 moons technologies limited for quarter and nine months ended 31 December 2022

Sr. Name of the Company Nature of
No. relationship
1. Ticker Limited (Formerly known as Tickerplant Domestic subsidiary
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. Global Payment Networks Limited Domestic subsidiary
6 . FT Knowledge Management Company Limited Domestic subsidiary
7. National Spot Exchange Limited (NSEL) Domestic subsidiary
Indian Bullion Market Association Limited (subsidiary Domestic subsidiary
o f NSEL)
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 Investment
s Pvt. Li m ited. (FTGIPL)
Foreign subsidiary
Financial Technologies Middle East DMCC (subsidiary Foreign subsidiary
of FTGIPL)
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 Associate
known as Atom Technologies Limited)
Sr.
No.
Name of the Company under liquidation Nature of relationship
1. Riskraft Consu lting Limited (Riskraft) Domestic subsidiary
2. IBS Forex Limited (IBS) Domestic subsidiary
3. Bourse Africa Limited (BAL) (Subsidiary of FTGIPL) Foreign Subsidiary
(Dissolved on November 16, 2022)

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63 moons CFS LRR Q3 2022-23 Page6of6