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63 Moons Technologies Limited Interim / Quarterly Report 2025

Feb 12, 2025

60264_rns_2025-02-12_ce9b7b84-6ac8-4bad-9f10-1342eef4d13a.pdf

Interim / Quarterly Report

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February 12, 2025

: Listing Compliance, j
: Listing Compliance,
i BSE Limited i National Stock Exchange of India Limited
i
: P. J. Towers, Dalal Street, : Exchange Plaza, Bandra Kurla Complex,
:
: Mumbai -
400 001
: Bandra (E), Mumbai
-
400 051
:
:._(Scrip.Code: 52688.1) : (Scrip.Code: 63MOONS) 1

Dear Sir / Madam,

Sub: Unaudited Financial Results (Standalone & Consolidated) alongwith Limited Review Report for the quarter ended 3181December, 2024

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, inter-alia has approved the Unaudited Financial Results (Standalone and Consolidated) of the Company alongwith Limited Review Report for the quarter ended 31 st December 2024.

Copy of the Financial results alongwith Limited Review Report is enclosed for your records.

The meeting commenced at 2: 15 p.m. and concluded at L, ~ 1.5 p.m.

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

Thanking you,

Yours faithfully For 63 moons technologies limited

<fi?w~

Hariraj Chauhan Sr. VP & Company Secretary

Encl: a/a

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: +91444395 0850 I F: +9144 4395 0899 I CIN No.: L29142TN1988PLC015586

63 moons technologies limited

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

A. STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2024

(T in Iakhs, except per equity share data)
Quarter ended
Nine Months Ended
Year Ended
Sr. PARTICULARS 31.12.2024 30.09.2024 31.12.2023 31.12.2024 1 31.12.2023 31.03,2024
° -
Unaudited
Unaudited Unaudited Unaudited Unaudited Audited
A Continuing Operations:
Income
1 Operating Income
Revenue from Operations 664.08 543.32 13,073.12 1,888.78 34,684.38 35,199 /0
2 Other Income (net) 3,523.13 3578.62 3,775.47 10,858.12 10,10082 13,16653
3 Total Income (1+2) 4,187.21 4,121.94 16,849.19 12,747.50 44,785.20 1 48,966.23
4 Expenses
a) Employee benefits expense 1,56611 1,649.00 2,232.88 5,234.85 6,574 84 8,64391
b) Legal and professional charges 97/.37 96446 1,028.78 3,065.68 3,618 18 4,566.48
c( Depreciation and amortisation expense 282.92 284.72 259.55 818.92 17161 1,0289/
d) Finance costs 12.72 12.91 12.93 38.45 35 2/ 41.63
e( Other expenses 978.12 853.81 1,127.58 7,817.56 25184? 3,882.31
Total expenses 3,817.24 3,764.90 4,661.71 11,975.46 13,518.92 18,169.30
S Profit / (Loss) before Exceptional items from continuing operations (3- 369.97 357.04 12,187.48 772.04 31,266.28 30,796.93
6 Exceptional items (750.00) (750.00) (1,500.00) (3,000.00) (4,000 00) (41 150.00)
/ Profit / (Loss) before tax from continuing operations (5+6) (380.03) (392.96) 10,687.48 (2,227.96) 27,266.28 26,046.93
8 lax experlse/ (credit) (186.87) (141.79) 855.53 (319.58) 3,621 77 (161.98)
9 Net Profit/ (Loss) for the period from continuing operations (7-8) (193.16) (251.17) 9,831.95 (1,908.38' 23,644.51 26,208.91
B Discontinued Operations: (Refer Note 2)
10 Net Profit/ (Loss) for the period from discontinuing operations 323.21 359.13 119.29 935.40 319.62 -. 112.72
11 Net Proflt/Los,))pr the period (9+l!J 130.05 - 1P7.96 (972.98) 23,964.13 2663
17 Other Comprehensive Income (net_94,[
-
-- -- -
--
- --
(i( Other Comprehensive Income from continuing operations (3 97) (59.93) (5.09) (67.72) (63.17) (33.33)
(ii) Other Comprehensive Income from discontinued operations (408) (5490) (3.77) (62.01) (42.86) (18.84)
lotal Other Comprehensive Income (8,05) (114.83 (8.81) (129.73) (106.63) (52.17)
13 Total Comprehensive Income )11*12( 122.00 (6.87)1 9,942.43 (1,102.71) 23,857.50 26,869.46
l's I'aid-up equity share, capital (I ace value P 2/- per shard 921,5/ 1 921,51 921.S1 921.57 921.57 921.57
15 Reserves excluding revaluation reserves 2,86,682./I
16 I:arnings per share ([ace Value P 2/- per share)
Basic / Diluted (( (not areual:sed( 0.28 0.23 21.60 (2.11) 52.01 5843

Standalone Other Income consists of: (' in Iakhs)

Standalone Other Income consists of: - (' in Iakhs)
Quarter ended Nine Months Ended Year Ended
Particulars
___________
--
31.12.2024
_________
30.09.2024
31.12.2023 -__
31.12.2024
_____-
31.12.2023
31.03.2024
(a) Change in fair valuation of Investments 204.88 304.27 174.19 715.74 61681 85588
(b) Interest Income 2,988.12 2,965.45 3,339.09 9,142.09 8,697.45 11,86233
(c) Others (vet) 330.13 308.90 262.19 1,000.89 784.56 1,048.32
3,523.13 3,578.62 3,775.47 10,858.72 10,100.82 13,766.53

Standalone exceptional items consists of: (T in Iakhs)

Particulars Quarter ended Nine Months Ended Year Ended 31.12.2024 30.09.2024 1 31.12.2023 31.12.2024 31.12.2023 31.03.2024 (a) Investment in subsidiary written off/ Expected credit loss on investment in subsidiaries (net) (750 00) (75000) (1,500 00) (3,000 00) (4,000.00) (4.750 00) (750.00) (1,500.00) (3,000.00) (4,000.00) (4,750.00)

B. STATEMENT OF CONSOLIDATED UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED
DECEMBER 31, 2024
(₹ in lakhs, except per equity share data)
Quarter Ended Nine Months ended Year Ended
Sr. PARTICULARS 31.12.2024 30.09.2024 31.12.2023 31.12.2024 31.12.2023 31-03-2024
No. Unaudited Unaudited Unaudited Unaudited Unaudited Audited
$\mathbf{A}$ Continuing Operations:
$\mathbf{1}$ Operating Income
a) Revenue from Operations 1,174.66 977.22 13.470.26 3,309.52 35,889.92 36,849.08
b) Other Operating Income 2.95 2.07 7.77 8.85 25.48 34.50
$\overline{2}$ Other Income (net) 4,082.25 3,810.98 4,179.97 12,773.73 11,084.76 14,797.19
3 Total Income (1+2) 5,259.86 4,790.27 17,658.00 16,092.10 47,000.16 51,680.77
$\Lambda$ Expenses
a) Purchases of stock-in-trade
b) Employee benefits expense 2,999.70 2,926.54 3,289.44 8,989.37 9,785.64 12,958.22
c) Finance costs 13.76 15.73 13.03 42.49 39.39 55.48
d) Legal and professional charges 2,361.21 2,021.10 2,074.81 6,382.17 6,534.73 8,906.96
e) Depreciation and amortisation expense 753.83 761.21 697.98 2,232.68 2,075.78 2,770.26
f) Other expenses 1,944.21 2,002.09 1,819.91 5,585.05 4,339.01 6,605.46
Total expenses 8,072.71 7,726.67 7,895.16 23,231.76 22,774.55 31,296.38
5 Profit / (Loss) before Exceptional items from continuing
operations (3-4) (2,812.85) (2,936.40) 9,762.83 (7, 139.66) 24,225.61 20,384.39
6 Exceptional items
$\overline{1}$ Profit / (Loss) before tax from continuing operations (5+6) (2,812.85) (2,936.40) 9,762.83 (7, 139.66) 24,225.61 20,384.39
8 Tax expense (181.59) (135.56) 861.34 (303.82) 3,638.69 (137.96)
$\mathbf{Q}$ Net Profit/ (Loss) for the period from continuing operations (7-
8) (2,631.26) (2,800.84) 8,901.50 (6,835.84) 20,586.92 20,522.35
10 Share of profit / (Loss) of Associate
Non-Controlling interest
(12.18)
652.32
34.24 (79.18) 59.57 (312.96) (259.13)
11
12
Net Profit / (loss) from continuing operations after taxes, (1,991.12) 517.48
(2, 249.12)
330.81
9,153.13
1,424.28
(5,351.99)
854.83
21,128.79
1,274.65
21,537.87
minority interest and share of profit of associates (9+10+11)
B Discontinued Operations:
13 Net Profit/ (Loss) for the period from discontinuing operations 323.21 359.13 119.29 935.40 319.62 712.72
14 Net Profit / (loss) after taxes, minority interest and share of (1,667.91) (1,890.00) 9,272.42 (4, 416.59) 21,448.41 22,250.59
profit of associates (12+13)
15 Other Comprehensive Income
(i) Other Comprehensive Income from continuing operations (8.81) (38.32) (22.88) (50.95) (44.09) (34.51)
(ii) Other Comprehensive Income from discontinued operations (4.08) (54.90) (3.72) (62.01) (42.86) (18.84)
Total Other Comprehensive Income (i+ii) (12.89) (93.22) (26.60) (112.96) (86.95) (53.35)
16 Total Comprehensive Income (14+15) (1,680.80) (1,983.22) 9,245.82 (4,529.55) 21,361.46 22,197.24
17 Paid-up equity share capital (Face value $\bar{\zeta}$ 2/- per share) 921.57 921.57 921.57 921.57 921.57 921.57
18 Reserves excluding revaluation reserves 3,33,815.07
19 Earnings per share (Face Value ₹ 2/- per share)
Basic / Diluted $(\bar{\zeta})$ (non annulised) (3.62) (4.10) 20.12 (9.58) 46.55 48.29

Consolidated Other Income consists of: (Z in Iakhs)

Particulars Quarter Ended Nine Months ended Year Ended
31.12.2024 30.09.2024 31.12.2023 31.12.2024 31.12.2023 31-03-2024
(a) Change in fair valuation of Investments 221.66 325.00 199.86 776.39 680.50 939.13
(b) Interest Income 3,300.18 3,182.94 3,644.30 9,861.59 9,595.31 12,719.99
$(c)$ Others (net) 560.41 303.04 335.81 2.135.75 808.95 1.138.07
4,082.25 3,810.98 4,179.97 12,773.73 11,084.76 14,797.19

Consolidated Segment-wise Revenue and results:- (!in Iakhs)

Sr. Particulars -- QuarterEnded NineMonthsended YearEnded No. 31.12.2024 30.09.2024 1 31.12.2023 31.12.2024 31.12.2023 31/03/2024 A CONTUNIJED OPERATIONS 1 Segment Revenue Software services / Solutions 1,150.53 887.63 13,476.11 2,858.99 35,883.96 36,848.91 Others 32.61 131.33 7.47 510.13 4809 5681 Iota 1 1,183.14 1,018.96 13,483.58 3,369.12 35,932.05 36,905.78 Less.IntersegmentRevenue 553 39.67 5.55 50.75 16.65 22.20 Net Sales /lncome From Operations 1,177.61 979.29 13,478.03 3,318.37 35,915.40 36,883.58 2 Segment Results: Software services /Solutions (2,697.68) (1,707.23) 10,578.12 (5,546.25) 27,583.25 25,387.46 Others (1,861.56) (1,964.51) (1,431.38) (5.693.82) (4,486.32) (6,352.66) Total (4,559.24) (3,671.74) 9,146.74 (11,240.07) 23,096.94 19,034.80 LessEliminations >56.85 (67.94) (43_75) (180.19) (22393) (1/5.13) Net Segment Results (4,502.39) (3,603.80) 9,190.49 (11,059.28) 23,320.87 19,209.93 Less Finance Cost 13./6 15.73 1103 42.49 39.39 55.48 Add . Unallocable Income 4,082.24 3,810.98 4,179.97 12,773.72 11,084.76 14,/97.19 Less Unallocable Expenses 2,378.94 3,127.85 3,594.60 8,811.61 10,140.63 13,567 26 Add_fxceptionalItem - - - - - Profit/ (loss) before tax ofcontinuedoperations (2,812.85) (2,936.40) 9,762.83 (7,139.66) 24,225.61 20,384.38 B DISCONTUNUED OPERATIONS Profit /_(loss) before tax of discontinued operation soperationr 455.99 506.67 168.30 1,319.68 450.92 1 1,005.52 C Net Profit /(loss) before tax for the period /year 1 (2,356.86) (2,429.74) 9,931.14 (5,819.99)1 24,676.53 21,389.91

  • 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) Software services / Solutions segment represents an integrated mix of various products, projects and activities incidental thereto. Other segment represents trading, process management, risk consultancy activities, Cyber Securities Solutions, Shared Business Support Services, IT Infrastructure Sharing and NBFC related activities.
  • 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:

  • 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 February 12, 2025.
    1. The Company provided technology solutions to brokerage houses through its three business Undertakings namely 1) Open Dealer Integrated Network (ODIN) 2) MATCH, Other Services and Components and 3) STP- Gate. As intimated earlier, the Company had entered into agreements to sell these undertakings to a party on "as is where is", slump sale basis, debt free and cash free basis. The sale of 1) Open Dealer Integrated Network (ODIN) and 2) MATCH, Other Services and Components is complete as agreed under the agreements with closing date of January 20, 2025. The sale of STP-Gate shall be completed on compliance with conditions precedent.

Accordingly, disclosures required under Indian Accounting Standard (Ind AS) 105 "Non Current Assets Held for Sale and Discontinued Operations", in the standalone and consolidated financial results, for all periods have been suitably disclosed as under for all three businesses viz Open Dealer Integrated Network (ODIN), MATCH, Other Services and Components and STP- Gate.

Quarter ended Nine Months ended Year ended
Particulars 31.12.2024 30.09.2024 31.12.2023 31.12.2024 31.12.2023 31.03.2024
Revenue from Operations
ODIN 2,008.81 1,996.72 1,893.13 5,920.61 5,223.57 7,207.60
MATCH, Other Services and Components 837.71 838.76 653.73 2,437.02 2,202.87 2,974.67
STP- Gate 29.57 30.43 48.12 96.47 116.12 144.91
Total 2,876.09 2,865.91 2,594.98 8,454.10 7,542.56 10,327.18
Total Expenses
ODIN 1,911.47 1,659.38 1,801.92 5,202.84 4,961.30 6,474.54
MATCH, Other Services and Components 490.58 671.54 600.13 1,855.93 2,055.48 2,745.95
STP Gate 18.05 28.32 24.63 75.65 74.85 101.17
Total 2,420.10 2,359.24 2,426.68 7,134.42 7,091.63 9,321.66
Profit before tax
ODIN 97.34 337.34 91.21 717.77 262.27 733.06
MATCH, Other Services and Components 347.13 167.22 53.60 581.09 147.39 228.72
SIP- Gate 11.52 2.11 23.49 20.82 41.27 43.74
455.99 506.67 168.30 1,319.68 450.93 1,005.52
Tax 132.78 147.54 49.01 384.28 131.31 292.80
Net Profit after tax 323.21 359.13 119.29 935.40 319.62 712.72

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). Resolution process has been initiated under Companies Act under the supervision of National Company Law Appellate Tribunal (NCLAT). The Company has filed its claim and also taken various measures including filing legal cases against specified parties at an appropriate forum. During the resolution process, as approved by Hon'ble NCLAT, ITNL has made partial interim distribution to the creditors including Company and Company has received 7, 1,644.82 lakhs during the year ended March 31, 2024. The Company without prejudice to its rights had impaired the investment for the expected credit loss by R, 11,636.55 lakhs till 31 March 2024 and has written off above-mentioned amounts in respective years.

    1. The Company has investments in 9% Yes Bank Perpetual Additional Tier I (AT-1) Bonds amounting to 30,000 Lakhs (face value). The Final Reconstruction Scheme of Yes Bank had excluded the writing off AT-1 bonds. However, Yes Bank through Administrator informed the stock exchanges that Additional Tier I Bonds for an amount of 8,415 crores were written down permanently which led to legal action by the trustees of the issue and by the Company. The Hon'ble Bombay High Court quashed and set aside the decision by Administrator of Yes Bank to write off Additional Tier i (AT-1) bonds which is challenged by Yes Bank and RBI before the Supreme Court where the matter is stayed subject to the final order to be passed by the Supreme Court.
    1. Hon'ble 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 years 2014-15, 2016-17to 2020-21, 2022-23 and 2023-24 aggregating to 8,754.92 Iakhs. All the Notice of Motions and the Contempt Petitions filed against the Company have been tagged together and pending for hearing.

    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, 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. In the interim, Hon'ble Supreme Court granted stay on appointment of director on the board of 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 (FIRs) have been registered against various parties, including the Company, with the Economic Offences Wing, Mumbai (EOW) and Central Bureau of Investigation (CBI) in connection with the counter party payment default on NSEL platform. After investigation, EOW, Mumbai has presently filed various charge-sheets in the matter including against the Company. CBI has filed charge-sheets including against the Company for alleged loss caused to PEC Ltd. & MMTC Ltd on NSEL platform and aforesaid cases are pending for trial before Court.

c) The SF10 has filed complaint with the Hon'ble Sessions Court under various sections of IPC and Companies Act against several persons/entities including the Company relating to NSEL payment default. The Company has challenged the issuance of process order before the Hon'ble Bombay High Court and the proceedings in the matter has been stayed by the Hon'ble High Court. The matter is pending for Hon'ble Bombay High Court. a) v

4

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

e) The Enforcement Directorate('ED') has attached certain assets of the Company under the provisions of the Prevention of Money Laundering Act, 2002(PMLA). The Hon'ble Appellate Tribunal quashed the provisional attachment orders and imposed conditions with regard to the Company. The Company has filed the appeal before the Hon'ble Bombay High Court for the limited purpose for challenging the conditions put by the Hon'ble Appellate Tribunal. The Hon'ble Court was pleased to admit the appeal. ED has also filed cross appeal, which is tagged with the Company's appeal. The matters are pending for hearing. Meanwhile, ED filed a prosecution complaint before the SpI. PMLA Court, Mumbai against the Company and the same is pending for trial.

  • s. During the quarter ended December 31, 2024, the Company has made additional long-term investments aggregating 7 750.00 lakhs in subsidiary.
  • The Statutory Auditors vide their Independent Auditors Limited Review Report dated February 12, 2025 issued the qualified conclusion on the unaudited standalone financial results for quarter and nine months ended December 31, 2024 and basis for qualified conclusion and Management responses thereto are as under: -

Note Number 7 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 (a) 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 (b, c, d, e) 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 (SF10). 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 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 months ended December 31, 2024.

Management Response: Refer Note 7 above.

    1. The Statutory Auditors vide their Independent Auditors Limited Review Report dated February 12, 2025 issued the qualified Conclusion on the unaudited consolidated financial results for quarter and nine months ended December 31, 2024 and basis for qualified conclusion thereto are as disclosed: -
  • Basis for qualified Conclusion pertaining to the Company and management response thereto, Refer Note no 9 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, 2024 of NSEL, are reproduce hereunder:
  • a) The NSEL has been served with some writ petitions, public interest litigations, civil suits including in representative capacity filed by and against the Group and served with notices/letters/summons from various statutory authorities/regulators/government departments and some purported aggrieved parties. 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 later. 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.

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 months ended December 31, 2024.

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 which may require adjustments in the Consolidated Ind AS Financial Statements.

b) The 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 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 periods presentation.

Place: Mum ba i

For 63 moons technologies limited

Rajendran

Date: February 12, 2025 Managing Director & CEO DIN- 02686150

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

Partners: Sohan Chaturvedi Chaturvedi V oshir B Captain Raj iv Chauhan Neha Chauhan Shristi Chaturvedi Prakash Mistry

Chartered Accountants FRN - 118424W

Independent Auditor's limited Review Report on the quarterly and year to date Unaudited Standalone Financial Results of 63 Moons Technologies Limited pursuant to the Regulation 33 of the SEBI (listing Obligations and Disclosure Requirements) Regulations 2015, as amended

To, The Board of Directors 63 moons technologies limited CIN:L29142TN1 988PLC015586 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 31st December 2024("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 12th February 2025, 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) 241 O, "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(1 O) 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 and audit opinion.

Basis of Qualified Opinions

  1. As stated by the Management of the Company in Note 7(a) 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 addit ion, as stated by the management in

Page 1 of 3 320, Tulsiani Chambers, Nariman Point, Mumbai 400 021. India. Tel: +91 22 2281 51 54 /56, Dept. E-Mail: Group: [email protected] / Billing: [email protected] I Audit: [email protected] Tax: [email protected] / Finance: [email protected] / Website: www.cachaturvedl.com

Note 7 (b, c, d, e) 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 (SF10). 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 which require adjustments to/ disclosures in the Statement.

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 st December 2024.

Qualified conclusion

4. 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 accounting practices and policies 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

    1. We draw attention to the Note 3 to the statement which describes the Company's investment of Rs. 20,000 Lakhs (face value) in secured non-convertible debentures issued by IL&FS Transportation Networks Ltd (1TNL) (subsidiary of Infrastructure Leasing & Finance Ltd - ILFS), whereas, the ITNL has defaulted in repayment of interest. During the resolution process, Hon'ble NCLAT has approved the Revised Distribution Framework proposed by t he New Board for interim distribution. The Company without prejudice to its rights had impaired the investment for the expected credit loss by Rs.11,636.55 lakhs till 31'1 March 2024 and has written off abovementioned amounts in respective years.
    1. We draw attention to Note 4 to the Statement which describes the 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 abovementioned order.
    1. We draw attention to Note 2 to the Statement which describes The Company provided technology solutions to brokerage houses through its three business Undertakings namely 1) Open Dealer

Integrated Network (ODIN) 2) MATCH, Other Services and Components and 3) STP- Gate. As intimated earlier, the Company had entered into agreements to sell these undertakings to a party on "as is where is", slump sale basis, debt free and cash free basis. The sale of 1) Open Dealer Integrated Network (ODIN) and 2) MATCH, Other Services and Components is complete as agreed under the agreements with closing date of January 20, 2025. The sale of STP-Gate shall be completed on compliance with conditions precedent.

Accordingly, disclosures required under Indian Accounting Standard (Ind AS) 105 "Non Current Assets Held for Sale and Discontinued Operations", in the standalone and consolidated financial results, for all periods have been suitably disclosed as under for all three businesses viz Open Dealer Integrated Network (ODIN), MATCH, Other Services and Components and STP- Gate.

Our conclusion is not modified in respect of these emphasis of matters mentioned above.

Other Matters

  1. The comparative Ind AS financial information of the company for the period ended 31 th December 2023, included in these unaudited standalone financial results, were reviewed by the predecessor auditor who expressed a modified conclusion vide their report dated 12 February 2024, respectively and the Ind AS financial statements of the company for the year ended 31'1March 2024, were audited by predecessor auditor who expressed a modified opinion on those financial statements dated 24th May 2024.

Our conclusion is not modified in respect of this matter.

For Chaturvedi Sohan & Co.

Chartered Accountants FRN: 118424W

VIVEKANAND CHATURVEDI Digitally signed by VIVEKANAND CHATURVEDI Date: 2025.02.12 15:51:00 +05'30'

Vivekanand Chaturvedi Partner Membership No.106403 UDIN: 25106403BMIDJW9505

Date: February 12,2025 Place: Mumbai

Partners : Sohan Chaturvedi Chaturvedi V Noshir B Captain Rajiv Chauhan Neha Chauhan Shristi Chaturvedi Prakash Mhtr}

Chartered Accountants FRN - 118424W

Independent Auditor's Limited Review Report on the quarterly and year to date Unaudited Consolidated Financial Results of 63 Moons Technologies Limited pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended

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 subsidiaries (the Parent and its subsidiaries together referred to as "the Group") and its share of net profit/(loss) after tax and total comprehensive income/(loss) of its associate for the quarter and nine months ended 31st December 2024 ("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.
    1. The Statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directors on 12th February 2025, 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 recognized 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 that 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.

Page 1 of 6 320, Tulslanl Chambers, Narlman Point, Mumbai 400 021. lndla. Tel: +91 22 2281 5154 /56, Dept. E-Mail: Group: [email protected] / Billing: [email protected] / Audit: [email protected] Tax: [email protected] I Finance: [email protected] I Website: www.cachaturvedl.com

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

Basis for qualified conclusion

  1. As stated by the Management of the Holding Company in Note 7 (a) 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 (b, c, d, e) 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, t he Directorate of Enforcement, and the Serious Fraud Investigation Office (SF10). 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 which require adjustments to/disclosures in the Statement.

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 31'1December 2024.

    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 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 conclusion in our limited review report on the accompanying Statement of the Group:
  • a) There are some writ petitions, public interest litigations, civil suits including in representative capacity filed by and against the Group and served with notices/letters/ summons from various statutory authorities/ regulators! Government departments and some purported aggrieved parties. Such matters against t he 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. 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.

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 31 st December 2024.

b) The 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".

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

    1. We draw attention to the Note 3 to the statement which describes the 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. 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 Rs. 11,636.55 lakhs till 31st March 2024 and has written off above-mentioned amounts in respective years.
    1. We draw attention to the Note 4 to the Statement which describes the 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 fina l order passed by t h e Supreme Court. It describes the uncertainty related to the current outcome of the above-mentioned order.
    1. We draw attention to Note 2 to the Statement which describes The Company provided technology solutions to brokerage houses through its three business Undertakings namely 1) Open Dealer Integrated Network (ODIN) 2) MATCH, Other Services and Components and 3) STP- Gate. As intimated earlier, the Company had entered into agreements to sell these undertakings to a party on "as is where is", slump sale basis, debt free and cash free basis. The sale of 1) Open Dealer Integrated Network (ODIN) and 2) MATCH, Other Services and Components is complete as agreed under the agreements with closing date of January 20, 2025. The sale of STP-Gate shall be completed on compliance with conditions precedent.

Accordingly, disclosures required under Indian Accounting Standard (Ind AS) 105 "Non Current Assets Held for Sale and Discontinued Operations", in the standalone and

consolidated financial results, for all periods have been suitably disclosed as under for all three businesses viz Open Dealer Integrated Network (ODIN), MATCH, Other Services and Components and STP- Gate.

Our conclusion is not modified in respect of these emphasis of matters mentioned above.

Other matters

    1. The Statement includes the financial statements (standalone/consolidated) of two domestic subsidiaries included in the Statement have been reviewed by their respective independent auditors and it reflects total assets of Rs. 66,413.05 lakhs as at 31'1 December 2024; as well as the total revenue of Rs. 2805.40 lakhs, total net profit/(loss) after tax of Rs. (6137 .68) lakhs, other comprehensive income of Rs. 16. 77 Lakhs for the quarter ended 31'1 December 2024 tor the period from 01'1 April 2024 to 31" 1 December 2024. 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.24, 780.61 lakhs as at 31'1 December 2024, total revenue of Rs. 795.70 lakhs, total net profit/(loss) after tax of Rs. (1866.34) lakhs, other comprehensive income of Rs. Nil for the quarter ended 31"1December 2024. The Statement also includes the Group's share of profit/(loss) of Rs. 204.33 lakhs tor the quarter ended 31 st December 2024, 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 these 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.
  • We reproduce hereunder the 'Other Matter' para issued by the independent auditor(s) of a subsidiary viz. National Spot Exchange Limited ('NSEL') vide their limited review report on the consolidated financial statement of NSEL: "The Company has received a letter dated November 08, 2024, from the NSEL Investors

Forum (NIF) requesting consideration of a one-time full and final amicable settlement to resolve litigation related to the NSEL payment. The Company is actively evaluating the proposal and taking all necessary steps to move forward positively."

  1. The comparative Ind AS financial information of the Group and it's associates for the period ended 31 81 December 2023, included in these unaudited consolidated financial results, were reviewed by the predecessor auditor who expressed a modified conclusion vide their report dated 12th February 2024, respectively and the Ind AS financial statements of the Group and its associates for the year ended 31 st March 2024, were audited by predecessor auditor who expressed a modified opinion on those financial statements dated 24th May 2024.

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

For Chaturvedi Sohan & Co. Chartered Accountants FRN: 118424W

Dlgltally signed by VIVEKANAND VIVEKANAHO CHATURVEDt CHATURVEDI Date:202s.02.12 15:51>19 -Hl5'30'

Vivekanand Chaturvedi Partner Membership No.106403 UDIN:25106403BMIDJX2311

Date: February 12, 2025 Place: Mumbai

Annexure A to the Independent Auditors' Limited Review Report on unaudited consolidated financial results of 63 moons technologies limited for quarter and nine months ended 31" December 2024.

Sr.
No.
Name of Subsidiaries Domestic/
Foreign
Company
1. Ticker Limited (Former known as Ticker Plant Limited) Domestic
1A. 3.0 Verse Limited (subsidiary of Ticker Limited) Domestic
1 B. Three O Verse Global IT Services L.L.C (subsidiary of
Ticker Limited)
Foreign
1C. Ticker Data Limited (subsidiary of Ticker Limited) Domestic
2. Financial Technologies Communications Limited (FTCL) Domestic
3. Apian Finance & Investment Limited (Apian) Domestic
4. FT Projects Limited. (FTPL) Domestic
5. 63SATS Global Cyber Technologies Networks Limited
(63SATS) (formally known as Global Payment Networks
Limited) w.e.f 8 July 2024
Domestic
6. FT Knowledge Management Company Limited {FTKMCL) Domestic
7. Knowledge Assets Pvt. Limited (KAPL) Foreign
8. National Spot Exchange Limited (NSEL) Domestic
BA. Indian Bullion Market Association Limited (IBMA)
(subsidiary of NSEL)
Domestic
8B. Farmer Agricultural Integrated Development Alliance
Limited (FAIDA) ( subsidiary of NSEL)
Domestic
SC. Western ghats Agro Growers Company Limited (WGAGL)
(subsidiary of NSEL)
Domestic
9. FT Group Investments Pvt. Limited. (FTGIPL) Foreign
10. Financial Technologies Singapore Pte Limited (FTSPL) Foreign
11. ICX Platform {Pty) Limited {ICX) Foreign
Name of Associate Company
1. NTT Data Payment Services India Pvt. Ltd. (Formerly
Atom Technologies Limited (Atom))
Domestic
List of Subsidiaries which are under liquidation
1. !BS Forex Limited (IBS) Domestic