63 moons

May 21, 2026

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

Dear Sir/Madam,

Sub: Postal Ballot Notice

Pursuant to the applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in continuation to our letter dated May 18, 2026, please find enclosed the Postal Ballot Notice being sent to the eligible Members of the Company for obtaining their consent on the resolutions mentioned in the said notice.

In compliance with the general circulars issued by the Ministry of Corporate Affairs as mentioned in the enclosed Notice, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with their Depository Participant / Company’s Registrar & Share Transfer Agent (“RTA”) and whose names appear in the Register of Members / List of Beneficial Owners maintained by the RTA / Depositories respectively as on Friday, May 15, 2026 (“Cut-off date”). The Company has engaged the services of KFin Technologies Limited (“KFin”) to provide remote e-voting facility to its Members. The remote e-voting period commences from 9.00 a.m. (IST) on Friday, May 22, 2026 and ends at 5.00 p.m. (IST) on Saturday, June 20, 2026. The e-voting module shall be disabled by KFin thereafter. Communication of assent or dissent of the Members would take place only through the remote e-voting system. The instructions for remote e-voting are provided in the Postal Ballot Notice. The results of the said Postal Ballot shall be announced on or before Tuesday, June 23, 2026.

The copy of the Postal Ballot Notice is also available on the website of the Company at www.63moons.com and website of KFin at https://evoting.kfintech.com.

Kindly take the above on your records and acknowledge receipt.

Thanking you,

Yours faithfully,

For 63 moons technologies limited

Hariraj Shankarsingh Chouhan
Digitally signed by Hariraj Shankarsingh Chouhan
Date: 2026.05.21 16:55:58 +05'30'

Hariraj Chouhan
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 | P: +91 22 66868050 | E: [email protected] | W: www.63moons.com

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

63 moons

63 moons technologies limited

Regd. Office: Shakti Tower II, 4th Floor, Premises J, 766, Anna Salai, Chennai - 600 002.
Corp. Office: FT Tower, CTS No. 256 & 257, Suren Road, Chakala, Andheri (East), Mumbai - 400 093.

Tel: +91-22-66868010 | Fax: +91-22-67250257 | E-mail: [email protected]
Website: www.63moons.com | CIN: L29142TN1988PLC015586

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended)

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 110 read with Section 108 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), including any statutory modification(s) or re-enactment(s) thereof for the time being in force, read with the General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, 3/2022 dated May 05, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs Government of India (hereinafter collectively referred to as “MCA Circulars”) and other applicable laws, rules and regulations, to transact the special business as set out hereunder by passing resolutions through Postal Ballot only through remote e-voting process.

The proposed resolutions and the explanatory statement pertaining to the said resolutions, pursuant to Section 102(1) of the Act, setting out the nature of concern or interest, financial or otherwise, and other information and facts to enable you to understand the meaning, scope and implications of the item of business and to take decision thereon, is appended herewith for your consideration.

In compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the provisions of Sections 108 and 110 of the Act read with applicable rules framed thereunder, MCA circulars, SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020 on “e-Voting facility provided by Listed Companies” and Secretarial Standards on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, 63 moons technologies limited (the “Company”) has extended only remote electronic voting (“e-voting”) facility to its Members to enable them to cast their votes electronically instead of submitting the physical Postal Ballot forms by post.

The Company has engaged M/s. KFin Technologies Limited (“KFin/Kfintech”) as the agency for providing e-voting facility to enable the Members to cast their vote electronically. The e-voting facility is available from Friday, May 22, 2026 (9:00 a.m. IST onwards) till Saturday, June 20, 2026 (up to 5:00 p.m. IST).

Members are requested to read carefully the “Procedure/instructions for e-voting” enumerated in the notes to this Notice and record your assent (FOR) or dissent (AGAINST) through remote e-voting process only not later than 5:00 p.m. IST on Saturday, June 20, 2026. The assent or dissent received after such date and time shall be treated as if no reply from the Member has been received.

The Board of Directors of the Company (hereinafter called the “Board”), in compliance with the Rules, has appointed Mr. B. Narasimhan (FCS No. 1303), Proprietor, M/s. BN & Associates, Company Secretaries, Mumbai, or failing him, Mr. Venkataraman K (ACS No. 8897), Practicing Company Secretary, Mumbai, as Scrutinizer (hereinafter called the “Scrutinizer”), to Scrutinize the said Postal Ballot process in a fair and transparent manner. The Scrutinizer’s decision on the validity of votes cast in the postal ballot shall be final.

Upon completion of scrutiny of votes, the Scrutinizer will submit his report and other related papers to the Chairman or any Director of the Company, as may be authorized by the Board in this regard, on or before Tuesday, June 23, 2026. The result of the Postal Ballot will be announced by the Chairman or Director of the Company so authorized by the Board, on or before Tuesday, June 23, 2026 by 06:00 p.m. at the Company’s corporate office at FT Tower, CTS No. 256 & 257, Suren Road, Chakala, Andheri (East), Mumbai – 400093, Maharashtra.

In addition to the results being communicated to Stock Exchanges, the results along with Scrutinizer’s report will also be placed on the Company’s website i.e. www.63moons.com and the website of KFin i.e. https://evoting.kfintech.com on the same day. The results shall also be displayed on the Notice Board at the Registered Office and Corporate Office of the Company.

If the proposed resolutions are assented by requisite majority, it shall be deemed to have been duly passed on Saturday, June 20, 2026, being the last date of e-voting.

SPECIAL BUSINESS:

01. Re-appointment of Mr. Devendra Agrawal (DIN: 03579332) as Whole-time Director and CFO of the Company:

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 read with Schedule V and any other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and applicable rules framed thereunder, (including any statutory modification(s) or re-enactment thereof, for the time being in force), Regulation 17(1C) and other applicable Regulations, if any, of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, and subject to all other necessary approvals, as may be required, and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors at their respective meetings held on May 18, 2026, the consent of the shareholders of the Company be and is hereby accorded to re-appoint Mr. Devendra Agrawal (DIN: 03579332) as Whole-time Director and CFO of the Company, liable to retire by rotation for a further period of three years commencing from May 27, 2026 till May 26, 2029, on the terms and conditions including remuneration, commission and minimum remuneration in the event of inadequacy of profits in any financial year (as recommended by the Nomination & Remuneration Committee and the Board) as set out in the Explanatory Statement annexed to this Notice, with authority to the Board of Directors / Nomination and Remuneration Committee to grant increments and additional perquisites within the range stated therein and to alter and vary from time to time, the terms & conditions of the said appointment in

such manner as may be agreed to between the Board of Directors/Nomination and Remuneration Committee and Mr. Devendra Agrawal.

RESOLVED FURTHER THAT the Board of Directors of the Company and/or any Committee thereof be and are hereby authorized to do all such acts, deeds, matters and things as in their absolute discretion they may think necessary, expedient or desirable to settle any question or doubt that may arise in relation thereto in order to give effect to the foregoing resolution."

02. Re-appointment of Mr. Rajendran Soundaram (DIN: 02686150) as Managing Director and CEO of the Company:

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 202, 203 read with Schedule V and any other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and rules framed thereunder, (including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation 17(1C) and other applicable Regulations, if any, of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, and subject to all other necessary approvals, as may be required, and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors at their respective meetings held on May 18, 2026, the consent of the shareholders of the Company be and is hereby accorded to re-appoint Mr. Rajendran Soundaram (DIN: 02686150) as Managing Director and Chief Executive Officer (MD & CEO) of the Company in his professional capacity in accordance with Section II(B) of Part II of Schedule V of the Act for a further period of one year commencing from June 01, 2026 till May 31, 2027, not liable to retire by rotation, on the terms and conditions including remuneration, commission and minimum remuneration in the event of inadequacy of profits in any financial year (as recommended by the Nomination & Remuneration Committee and the Board) as set out in the Explanatory Statement to this Notice with the authority to the Board of Directors/Nomination and Remuneration Committee to grant increments and additional perquisites within the range stated therein and to alter and vary from time to time, the terms & conditions of the said re-appointment, including remuneration, in such manner as may be agreed to between the Board of Directors/Nomination and Remuneration Committee and Mr. Rajendran Soundaram.

03. Material Related Party Transaction(s) with India Gold Metaverse Private Limited

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Regulation 23 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended from time to time, read with the applicable provisions of the Companies Act, 2013 ("Act") and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Company's Policy on Related Party Transactions, and based on the approval and recommendation of the Audit Committee and the Board of Directors of the Company, approval of the Members of the Company be and is hereby accorded to enter into and/or continue to enter into material related party transaction(s)/contract(s)/arrangement(s)/agreement(s), whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise, with India Gold Metaverse Private Limited ("IGM"), a related party within the meaning of Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as detailed in the explanatory statement to this

Resolution, provided that the said transactions shall be carried out in the ordinary course of business and on an arm's length basis.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to finalise, negotiate, execute and amend the agreements, documents and writings as may be necessary to give effect to the above transactions and to accept and implement any modifications, amendments or revisions thereto, subject to the overall limits approved herein.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s) or Chief Financial Officer or Company Secretary or any Officer(s) / Authorised Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution."

By Order of the Board of Directors
For 63 moons technologies limited

Date: May 18, 2026
Place: Mumbai

Hariraj Chouhan
Sr. Vice-President & Company Secretary

Notes:

An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the “Act”) read with the Companies (Management and Administration) Rules, 2014, and other applicable provisions, if any, setting out the material facts and reasons for the resolutions in respect of the business set out in this Notice, is annexed hereto.
In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose names appear on the register of members / register of beneficial owners as on Friday, May 15, 2026 (“Cut-Off Date”), received from the Depositories and whose e-mail addresses are registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Physical copies of this Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.
This Postal Ballot Notice will also be available on the Company’s website at www.63moons.com, the websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively, and on the website of KFin at https://evoting.kfintech.com.
In accordance with MCA Circulars, Members who have not registered/updated their e-mail address are requested to register the same

(i) with their Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and
(ii) Members holding shares in physical mode who have not registered / updated their e-mail address with the Company, are requested to register / update their e-mail address by submitting Form ISR-1, duly filled and signed along with requisite supporting documents to the Company’s Registrar & Transfer Agent, KFin Technologies Limited at Selenium Tower B, Plot 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032.

Only those members whose names are recorded in the Register of Members / Register of Beneficial Owners, as on the cut-off date, maintained by the Depositories shall be entitled to participate in the e-voting. A person who is not a member as on the cut-off date, should treat this Postal Ballot Notice for information purposes only.
The voting rights of a member / beneficial owner (in case of electronic shareholding) shall be reckoned on the paid-up value of the equity shares registered in the names of the Members as on Cut-Off date. In case of joint holders, only such joint holder whose name appear first in the order of names as per the Register of Members of the Company will be entitled to vote.
Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules framed thereunder, the applicable MCA Circulars, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular dated January 30, 2026, as amended, and SS-2 and any amendments thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolutions electronically. The instructions for e-voting are provided as part of this Postal Ballot Notice.
The e-voting period commences at 9:00 a.m. (IST) on Friday, May 22, 2026 and ends at 5:00 p.m. (IST) on Saturday, June 20, 2026. The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall thereafter be disabled by KFin upon expiry of the aforesaid period.
The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting, i.e., Saturday, June 20, 2026.
Documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the members from the date of circulation of this Postal Ballot Notice until the last date of e-voting. Members seeking to inspect such documents can send an email to [email protected] mentioning their folio number / DP ID and Client ID.
Resolution(s) passed by the Members through postal ballot shall be deemed to have been passed as if they had been passed at a duly convened General Meeting of the Company.
For e-voting, Members are requested to read carefully the “Procedure/Instructions for E-voting” enumerated hereinbelow:

PROCEDURE / INSTRUCTIONS FOR E-VOTING:

STEP 1: Access to Depositories e-Voting system in case of individual shareholders holding shares in demat mode.

STEP 2: Access to KFintech e-Voting system in case of shareholders holding shares in physical and non-individual shareholders in demat mode.

DETAILS ON STEP 1 ARE MENTIONED BELOW:

1) Login method for remote e-Voting for Individual shareholders holding securities in demat mode.

Type of shareholders	Login Method
Individual shareholders holding securities in demat mode with NSDL	1. User already registered for IDEAS facility:
I. Visit URL: https://eservices.nsdl.com
II. Click on the “Beneficial Owner” icon under “Login” under ‘IDEAS’ section.
III. On the new page, enter User ID and Password. Post successful authentication, click on “Access to e-Voting”
IV. Click on company name or e-Voting service provider and you will be re-directed to e-Voting service provider website for casting the vote during the remote e-Voting period.

User not registered for IDEAS e-Services
I. To register click on link : https://eservices.nsdl.com
II. Select “Register Online for IDEAS” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
III. Proceed with completing the required fields.
IV. Follow steps given in points 1
Alternatively by directly accessing the e-Voting website of NSDL
I. Open URL: https://www.evoting.nsdl.com/
II. Click on the icon “Login” which is available under ‘Shareholder/Member’ section.
III. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen.
IV. Post successful authentication, you will requested to select the name of the company and the e-Voting Service Provider name, i.e. KFintech.
V. On successful selection, you will be redirected to KFintech e-Voting page for casting your vote during the remote e-Voting period. |
| Individual Shareholders holding securities in demat mode with CDSL | 1. Existing user who have opted for Easi / Easiest
I. Visit URL: https://web.cdslindia.com/mywasitoken/home/login or URL: www.cdslindia.com
II. Click on New System Myeasi
III. Login with your registered user id and password.
IV. The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFintech e-Voting portal.
V. Click on e-Voting service provider name to cast your vote.
User not registered for Easi/Easiest
I. Option to register is available at https://web.cdslindia.com/mywasitoken/home/login |

| | II. Proceed with completing the required fields.
III. Follow the steps given in point 1

Alternatively, by directly accessing the e-Voting website of CDSL
I. Visit URL: www.cdslindia.com
II. Provide your demat Account Number and PAN No.
III. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account.
IV. After successful authentication, user will be provided links for the respective ESP, i.e. KFintech where the e- Voting is in progress. |
| --- | --- |
| Individual Shareholder login through their demat accounts / Website of Depository Participant | I. You can also login using the login Credentials of your demat account through your DP registered with NSDL /CDSL for e-Voting facility.

II. Once logged-in, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature.

III. Click on options available against company name or e-Voting service provider - Kfintech and you will be redirected to e-Voting website of KFintech for casting your vote during the remote e-Voting period. |

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID / Forgot Password options available on the websites of Depositories.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Securities held with NSDL	Please contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 or 022-48867000
Securities held with CDSL	Please contact CDSL helpdesk by sending a request at [email protected] or contact at 022-23058738 or 022-23058542 - 43

DETAILS ON STEP 2 ARE MENTIONED BELOW:

Login method for e-Voting for shareholders other than Individual’s shareholders holding securities in demat mode and shareholders holding securities in physical mode.

(A) Members whose email IDs are registered with the Company/ Depository Participant(s), will receive an email from KFin which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:

i. Launch internet browser by typing the URL: https://evoting.kfintech.com

ii. Enter the login Credentials (i.e., User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting the vote.

iii. After entering these details appropriately, click on “LOGIN”.

iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

v. You need to login again with the new Credentials.

vi. On successful login, the system will prompt you to select the “EVEN” and click on “Submit”.

vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.

ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.

x. You may then cast your vote by selecting an appropriate option and click on “Submit”.

xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorizing its representative to cast its vote through remote e-voting together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email id [email protected] with a copy marked to [email protected]. The scanned image of the above-mentioned documents should be in the naming format “Corporate Name EVENT No.”

(B) Members whose email IDs are not registered with the Company / KFin / Depository Participants(s), will have to follow the following process:

i. Members holding shares in demat form can get their email ID registered by contacting their respective Depository Participant.

ii. Members holding shares in physical form may register their email address and mobile number with KFin Technologies Limited by sending Form ISR-1 and other relevant forms to KFin at Selenium, Tower-B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad, Telangana - 500 032 or at the email ID [email protected]. Form ISR-1 can be downloaded from the link: https://ris.kfintech.com/clientservices/isc/default.aspx.

Post successful registration of the e-mail ID, the Member would get a soft copy of the notice and the procedure for e-voting along with the User ID and the Password to enable e-voting for this Postal Ballot.

If the proposed resolutions are assented to by a requisite majority, it shall be deemed to have been duly passed at a general meeting. The resolution will become effective on and from Saturday, June 20, 2026 i.e., being the last date of e-voting.
In accordance with the proviso to Regulation 40(1) of the Listing Regulations, as amended from time to time, and read with SEBI circulars, transfer of securities of the Company, including transmission and transposition requests, shall not be processed unless the securities are held in the dematerialized form with a depository. Accordingly, shareholders holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them, eliminate all risks associated with physical holding and participate in corporate actions.
The special resolution(s) mentioned above shall be declared as passed if the numbers of votes cast in its favor are not less than three times the number of votes, if any, cast against the said resolution.
The ordinary resolution mentioned above shall be declared as passed if the votes cast in favor exceed the votes cast against it.
In case of any queries, Member may refer the Frequently Asked Questions (FAQs) and e-voting User Manual for members, available at the download section of https://evoting.kfintech.com or contact KFin Technologies Limited at Tel No. 1800 309 4001 (toll free). In case of any queries/grievance connected with e-voting, Members may kindly contact Mr. Premkumar Nair, Sr. Manager, KFin Technologies Limited at email [email protected], Tel no. 040 67162222.

ANNEXURE TO NOTICE

Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013:

Item no. 1:

Mr. Devendra Agrawal (DIN: 03579332) was elevated to the Board, as a Director, retiring by rotation, and designated as Whole-time Director and Chief Financial Officer (CFO) of the Company, duly approved by the shareholders through Postal Ballot, on August 21, 2017. Based on his performance, the Board on the recommendation of the Nomination and Remuneration Committee (“NRC”), had re-appointed him for subsequent terms, and his present term as Whole-time Director is due to expire on May 26, 2026.

Mr. Agrawal has successfully managed the Finance of the Company during its most turbulent years, when major revenue from Broker technology as well as interest income from investments remain attached under MPID. Further, investments of temporary surplus funds in deposits are carefully managed to generate maximum income. His performance has been excellent during the last many years. With nearly 20 years with the Company, he has efficiently managed Finance, MIS, Taxation, and provided unwavering stability, compliance and governance.

As the present term of Mr. Devendra Agrawal ends on May 26, 2026, based on performance evaluation carried out by the Managing Director & Chief Executive Officer and the NRC, the NRC and the Board of Directors, at their respective meetings held on May 18, 2026 have recommended the re-appointment of Mr. Devendra Agrawal as the Whole-time Director and CFO for a further period of three (3) years commencing from May 27, 2026 till May 26, 2029 (both days inclusive), on the following terms, conditions, remuneration etc.;

a) Remuneration:

Remuneration of Rs. 80,00,698/- per annum as gross remuneration in the range of Rs. 0.80 Crore to Rs. 3 Crore per annum. The aforesaid remuneration to be bifurcated by way of basic salary, retaining allowance (both forming part of “Wages” under the New Labour Code), HRA, Provident Fund, Special allowances, other fringe benefits, performance pay and perquisites as per the rules and regulations of the Company for the time being in force and as determined by the NRC / Board from time to time. The perquisites and benefits are to be evaluated as per the Income-tax Rules, 1961 and in the absence of the same, applicable rules at the cost to the Company.

The aforesaid remuneration range excludes arrears for earlier years which shall be reviewed/approved for payment by the Board/NRC within the range as earlier approved by the shareholders as and when the pending legal case against the Company on increase in rate of remuneration to Directors / KMP stands clarified/resolved and subject to the provisions of the Companies Act, 2013 (the “Act”) and applicable rules framed thereunder.

b) Leave encashment:

In accordance with applicable Rules, Regulations of the Company, payable in addition to the aforesaid remuneration to Mr. Devendra Agrawal, as per the rules of the Company as applicable to Senior Management Personnel of the Company.

c) Gratuity:

Gratuity payable in accordance with applicable Rules, applicable gratuity regulations on the basis of Wages as defined under New Labour Code, as applicable to the Company. For the purpose of gratuity, superannuation or deferred annuity policy and leave encashment benefits, the services of Whole-time director will be considered as continuous service with the Company from the date he has joined the services of the Company or its holding or subsidiary or step-down subsidiary of Company in any capacity from time to time and termination / expiry of the Agreement followed by immediate renewal(s) thereof or execution of a fresh Agreement, will not be considered as any break in service.

d) Employee Stock Options (ESOP):

ESOPs shall be granted to the Whole-time Director by the NRC in accordance with the ESOP scheme/s framed by the Company.

e) Commission:

In addition to the aforesaid remuneration, after the profits are ascertained in each year, the Board / NRC at its sole discretion may pay a commission to Mr. Devendra Agrawal, as they may deem fit and proper. However, the overall managerial remuneration including commission shall not exceed the limits prescribed under Sections 197 and 198 of the Act read with Schedule V of the Act as may be applicable from time to time.

f) Minimum Remuneration:

When in any financial year, the Company has no profits or its profits are inadequate, the remuneration including the perquisites and commission, if any, as aforesaid shall be paid to Mr. Devendra Agrawal as approved by the shareholders and in accordance with the applicable provisions of Schedule V of the Act

and Rules made thereunder including any statutory amendments thereto or such other limit as may be prescribed by the Government from time to time as minimum remuneration.

The Nomination & Remuneration Committee / Board of Directors shall have liberty to alter and vary the terms of remuneration from time to time at its discretion up to the total remuneration of Rs. 3 Crores per annum set hereinabove (excluding commission, gratuity and leave encashment) and subject to the provisions of the Act and Rules made thereunder including any statutory amendments thereto. Mr. Devendra Agrawal shall be subject to retirement by rotation during his tenure as the Whole Time Director of the Company.

Mr. Devendra Agrawal satisfies all the conditions set out in Part I of Schedule V to the Act as also conditions set out under Section 196(3) of the Act for being eligible for appointment. Mr. Devendra Agrawal is not disqualified from being appointed as a Director in terms of Section 164 of the Act and is not debarred from holding the office of director by virtue of any SEBI order or any other such authority. He has given his consent for the appointment.

A notice under Section 160 of the Companies Act, 2013 has been received from a member for proposing the candidature of Mr. Devendra Agrawal as a Whole-time Director of the Company.

The aforesaid re-appointment is subject to termination with 3 (Three) months' notice from either side and also as per the clauses mentioned in the Agreement to be entered into between the Company and the Whole-time Director.

The detailed profile of Mr. Devendra Agrawal and disclosures as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 form part of this Notice.

The Board of Directors recommends the re-appointment of Mr. Devendra Agrawal as Whole-time Director & CFO of the Company and recommends the resolution as set out in Item No. 1 of this Notice for the approval of the Members.

Except Mr. Devendra Agrawal and his relatives, none of the other Directors, Key Managerial Personnel or their relatives are in any way concerned or interested, financially or otherwise, in the proposed resolution.

Item no. 2:

Mr. Rajendran Soundaram (DIN: 02686150), the present Managing Director and Chief Executive Officer (MD & CEO) of the Company has been holding this position since February 10, 2017. He is currently serving his fourth term as MD & CEO which commenced on June 01, 2023 and continues up to May 31, 2026 and was approved by the Shareholders through postal ballot on July 01, 2023.

As the present term of Mr. Rajendran Soundaram ends on May 31, 2026, the Board of Directors at their meeting held on May 18, 2026, on the recommendation of the Nomination and Remuneration Committee ("NRC") re-appointed Mr. Rajendran Soundaram (DIN: 02686150) as the Managing Director and Chief Executive Officer (MD & CEO) of the Company for a further term of one year commencing from June 1, 2026 to May 31, 2027, considering the continued requirement of experienced leadership, business continuity, and effective management of ongoing business operations and strategic initiatives of the Company. Considering the Crucial phase through which the Company is presently passing, including ongoing business requirements and various legal matters, the Board considers it essential to ensure continuity in the present leadership and management team.

Over the years, Mr. Rajendran has built credibility with investors, customers and employees at large. He has been actively involved in providing strategic inputs to the Board with respect to business planning and operations, implementing growth strategies, policies & procedures, research and development functions etc. of the Company. He has ensured effective risk management, treasury management and human resource management in an efficient manner, despite the various business, regulatory challenges faced by the Company.

The Board, while re-appointing Mr. Rajendran Soundaram as MD & CEO has considered his background, experience and immense contribution made by him to the Company. Despite the various legal challenges faced by the Company including the freezing of Company's various investments by MPID, the MD & CEO has been able to manage and protect the interest of the Company in a balanced manner, inter alia, for various Treasury management, risk and human resource management, Corporate Governance and compliance management.

The performance evaluation of the MD & CEO by the NRC, Independent Directors & Board at their respective meetings during his four stints of appointment comprising of around 9 years indicate that he has discharged his role and duties with good results and ensured effective functioning of Board.

Pursuant to the provisions of Section 196(3) of the Companies Act, 2013, a Company shall not continue the employment of a person as Managing Director who has attained the age of 70 (seventy) years unless such continuation is approved by the Members by way of a special resolution. In terms of Part I of Schedule V to the Act, approval of the members by special resolution is required for appointment/continuation of a Managing Director beyond the age of 70 years. Accordingly, approval of the members is being sought by way of a special resolution for the continuation of Mr. Rajendran Soundaram as Managing Director beyond the age of 70 years.

In recognition of his valuable contribution, the Nomination & Remuneration Committee has recommended the re-appointment of Mr. Rajendran Soundaram as MD & CEO for a further term. Based on the said recommendation, the Board of Directors, at their meeting held on May 18, 2026, re-appointed Mr. Rajendran Soundaram as the MD & CEO of the Company, not liable to retire by rotation, for a fifth term of one year commencing from June 1, 2026 till May 31, 2027 (both days inclusive), subject to the approval by the Shareholders by way of a special resolution, and recommends the resolution as set out in Item No. 2 of this Notice for approval of Members.

The main terms and conditions relating to the re-appointment and terms of remuneration of Mr. Rajendran Soundaram as MD & CEO are as follows:

a) Tenure:

One year commencing from June 1, 2026 to May 31, 2027 (both days inclusive).

b) Remuneration:

Remuneration of Rs.1.80 Crore per annum as Gross Remuneration in the range of Rs.1.80 Crore to Rs.3.75 Crore per annum plus Company maintained chauffer driven car and Commission, as may be determined by the Board.

The above remuneration range includes basic salary, retaining allowances (both together forming part of "Wages" as per New Labour Code) House Rent Allowance (HRA), special allowances, other allowances, fringe benefits, and perquisites as per the rules and regulations of the Company for the time being in force.

The perquisites and benefits shall be evaluated as per the Income-Tax Rules, 1961 and in the absence of the same, applicable rules at the cost to the Company.

c) Gratuity:

Gratuity payable in accordance with applicable gratuity rules and regulations based on wages, as applicable to the Company.

d) Leave encashment:

In accordance with applicable Rules, Regulations of the Company, payable in addition to the aforesaid remuneration to Mr. Rajendran Soundaram, as per the rules of the Company as applicable to Senior Management Personnel of the Company. For gratuity and leave encashment benefits, the services of Managing Director and CEO will be considered as continuous service with the Company from the date he has joined the services of the Company and termination/expiry of the Agreement followed by immediate renewal(s) thereof or execution of a fresh Agreement, will not be considered as any break in service.

e) Employee Stock Options (ESOP):

ESOPs shall be granted to the MD & CEO by the NRC in accordance with the ESOP scheme/s framed by the Company.

f) Commission:

In addition to the aforesaid salary, allowances and perquisites, after the profits are ascertained in each year, the Board/Nomination and Remuneration Committee at its sole discretion may pay such commission to Mr. Rajendran Soundaram, as they may deem fit and proper. However, the remuneration including commission, if any, payable to Mr. Rajendran Soundaram shall not exceed the overall ceiling of the total managerial remuneration as prescribed under Sections 197 and 198 of the Companies Act, 2013 read with Schedule V and applicable rules as may be applicable from time to time.

g) Minimum Remuneration:

When in any financial year, the Company has no profits or its profits are inadequate, the remuneration including the perquisites and Commission, if any, as aforesaid shall be paid to Mr. Rajendran Soundaram as approved by the shareholders and in accordance with the applicable provisions of Schedule V of the Act and rules made thereunder including any statutory amendments thereto or such other limit as may be prescribed by the Government from time to time as minimum remuneration.

h) Compensation for loss of office:

The Company shall pay Mr. Rajendran Soundaram gross salary for the remainder of term as compensation for loss of office, in the event of termination/cessation of office prior to expiry of his term, subject to the provisions of Section 202 of the Act and in circumstances as detailed in the Agreement to be entered into with the Managing Director and CEO.

The Nomination & Remuneration Committee / Board of Directors shall have liberty to alter and vary the terms of remuneration from time to time at its discretion up to the total remuneration of ₹ 3.75 Crore per annum set hereinabove (excluding Company maintained chauffer driven car, commission, gratuity and leave encashment) and subject to the provisions of the Companies Act 2013 and rules made thereunder including any statutory amendments thereto.

Mr. Rajendran Soundaram shall not be subject to retirement by rotation during his tenure as the Managing Director of the Company.

Mr. Rajendran Soundaram satisfies all the conditions set out in Part I of Schedule V to the Act as also conditions set out under Section 196(3) of the Act for being eligible for appointment. Mr. Rajendran Soundaram is not disqualified from being appointed as a Director in terms of Section 164 of the Act and is not debarred from holding the office of director by virtue of any SEBI order or any other such authority. He has given his consent for the appointment.

A notice under Section 160 of the Companies Act, 2013 has been received from a member for proposing the candidature of Mr. Rajendran Soundaram as a Managing Director of the Company.

The aforesaid re-appointment is subject to termination with 3 (Three) months notice from either side or such shorter notice as may be agreed by the Board and as per the clauses mentioned in the Agreement to be entered into between the Company and Mr. Rajendran Soundaram.

The detailed profile of Mr. Rajendran Soundaram is included separately in this Notice. The disclosures as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 form part of this Notice.

The Board of Directors recommends the re-appointment of Mr. Rajendran Soundaram as Managing Director & CEO of the Company and recommends the special resolution as set out in Item No. 2 of this Notice for the approval of the Members.

Except Mr. Rajendran Soundaram and his relatives, none of the other Directors, Key Managerial Personnel or their relatives are, financially or otherwise concerned or interested, in the proposed resolution.

Item no. 3:

In terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), all Material Related Party Transactions ("RPTs") require prior approval of the Members of the Company by way of an Ordinary Resolution, even if such transactions are undertaken in the ordinary course of business and on an arm's length basis.

A transaction with a related party shall be considered material if the transaction(s) to be entered into, either individually or taken together with previous transactions during a financial year, exceed the materiality thresholds prescribed under SEBI Listing Regulations read with Schedule XII thereof.

Based on the audited consolidated financial statements of the Company for the financial year ended March 31, 2026, the materiality threshold applicable under Regulation 23 has been computed at 10% of the annual consolidated turnover of the Company, being the applicable threshold prescribed for listed entities having consolidated turnover up to Rs. 20,000 Crore.

Accordingly, the proposed transactions with India Gold Metaverse Private Limited ("IGM") are required to be aggregated for the purpose of determining materiality under Regulation 23 of the SEBI Listing

Regulations, including transactions currently ongoing and those proposed to be undertaken pursuant to the proposed agreement.

It is further clarified that, based on the terms of the proposed arrangement with IGM including one-time consideration, fixed charges, variable charges, manpower/customisation charges and other associated payments over the tenure of the agreement, the value of the proposed transactions is expected to exceed the materiality threshold prescribed under Regulation 23 read with Schedule XII of the SEBI Listing Regulations. Accordingly, the said transaction qualifies as material related party transaction and require prior approval of the Members of the Company by way of an ordinary resolution.

The proposed transactions relate to a long-term arrangement for development, licensing, installation, customisation, operation and maintenance of an integrated technology platform known as IGMTech, which will serve as core digital infrastructure for IGM's business operations across bullion, precious metals, jewellery marketplace, digital gold, gold loan aggregation and other allied verticals.

The key terms of the proposed arrangement include:

grant of software licence;
installation, development, customisation and maintenance of the IGMTech platform;
fixed monthly consideration, one-time consideration, variable charges across business verticals, manpower/customisation charges; and
initial term of 33 years, extendable for two further terms of 33 years each.

The Audit Committee / Board of Directors of the Company, based on the relevant details and information provided by the Management and in terms of the SEBI Circular dated June 26, 2025, as amended, on Industry Standards on "Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions" ("RPT Industry Standards"), has reviewed and approved the proposed transactions at their respective meetings held on May 18, 2026, and noted that they are in the ordinary course of business and on an arm's length basis.

Pursuant to SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, as amended, and the RPT Industry Standards, the disclosures required under the said framework are provided in Annexure I forming part of this Notice and containing all material information required for informed decision making by the shareholders. The Audit Committee and the Board of Directors have provided all material information and only commercially sensitive information has been redacted, where considered necessary.

In terms of Regulation 23 of the SEBI Listing Regulations, all related parties of the Company (whether or not they are party to the proposed transaction) shall abstain from voting on the resolution set out in this Notice.

The Audit Committee has reviewed the certificate provided by MD & CEO and Whole-time Director & CFO of the Company, as required under the RPT Industry Standards.

The Board of Directors recommends the Ordinary Resolution as set out in Item No. 3 of this Notice for the approval of the Members.

Except to the extent of their shareholding interest and/or directorship in the Company and/or the related party entity (if any), none of the Directors, Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out herein.

By Order of the Board of Directors
For 63 moons technologies limited

Date: May 18, 2026
Place: Mumbai
Hariraj Chouhan
Sr. Vice-President & Company Secretary

Detailed information as required under Schedule V (Part II, Section II) of the Companies Act, 2013, for the Item Nos.1 and 2 is as follows:

I. General Information:

1	Nature of industry	IT Consulting & Software
2	Date or expected date of commencement of commercial production	Not applicable
3	In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus	Not applicable
4	Financial performance based on given indicators	(Rs. in Lakhs)
		Particulars	FY 25-26	FY 24-25	FY 23-24
		Paid up Capital	921.57	921.57	921.57
		Turnover	10,944.13	11,816.02	45,526.88
		Profit/(Loss) before tax	19,154.28	787.46	27,052.45
		Profit/(Loss) after tax	17,465.55	594.85	26,921.63
		Reserves & Surplus	3,03,212.38	2,86,352.68	2,86,682.77
5	Foreign investments or collaborations, if any	There are no foreign investments or collaborations in the Company except NRIs / FIIs holding shares in the Company through market purchases in the ordinary course.

II. Information about the appointee:

1	Background details	Mr. Devendra Agrawal	Mr. Rajendran Soundaram
		Mr. Devendra Agrawal is a Chartered Accountant by qualification with around three decades of professional experience in finance, accounts, MIS and taxation.	Mr. Rajendran Soundaram is a postgraduate in Commerce and a CAIIB, with over four decades of rich experience as a senior banking professional and multi-functional experience covering most areas of

| | | He has rich experience of working with organizations such as Aditya Birla Group of Companies and Reliance Industries Limited in his past assignments of over 12 years. He has been associated with the Company since 2005 and has been the CFO of the Company since April 2006. He has also been the Whole-time Director and CFO of the Company since May 27, 2017. | commercial banking and Enterprise-wise Risk Management including guiding banks on moving to advanced approaches. He has been MD & CEO of a deemed public company engaged in Data Warehousing for more than four years and has exposure to management of technology Company and possesses requisite qualifications with expertise and specialized knowledge in the field in which the Company operates. He has also been the MD & CEO of the company since February 10, 2017.

He has extensive experience in Corporate Credit, Treasury and Investment Management, Risk Management, International Banking, Overseas Expansion, Skill Development and Training, Business Development, Branch banking set-up and operations and Customer Relationship Management, Internal controls, Regulatory Compliance and Audits and Training, Research and Knowledge Management. |
| --- | --- | --- | --- |
| 2 | Past remuneration | As Chief Financial Officer of the Company drew Rs. 80,00,698/- p.a. | He was the MD & CEO of Cordex India Pvt. Limited (from 2012 to 2017) and drew Rs. 35,00,000/- p.a.

During his tenure as MD & CEO of the Company, he drew remuneration of Rs. 1.80 Crore p.a. |
| 3 | Recognition or awards | - | - |
| 4 | Job profile and his suitability | Mr. Devendra Agrawal, who is serving as the Whole-time Director and Chief Financial Officer (CFO) of the Company, was elevated to the position of Whole-time Director and CFO by the Board of Directors for a period of 3 years w.e.f. May 27, 2017. He was subsequently re-appointed for further terms, and is currently serving his third term, which commenced from May 27, 2023 and will conclude on May 26, 2026. | Mr. Rajendran Soundaram has been associated with the Company since 2013. He was appointed as Managing Director & Chief Executive Officer (MD & CEO) of the Company in his professional capacity for a period of 3 years w.e.f. February 10, 2017. He was subsequently re-appointed for further terms, and is currently serving his fourth term, which commenced from June 01, 2023 and will conclude on May 31, 2026. As MD & CEO of the Company, he is responsible for the overall management of the Company, subject to the superintendence, guidance and control of the Board. |

III. Other Information:

1	Reasons of loss or inadequate profits	The Company has been facing lot of challenges since the payment Crisis in one of its subsidiaries, National Spot Exchange Ltd in 2013 including freezing of its assets by MPID as a result of which the business of the Company has also been severally affected.
2	Steps taken or proposed to be taken for improvement	Despite the ongoing challenges the Company continues to focus on client servicing and new

		product development that will lead to growth of its businesses.
3	Expected increase in productivity and profits in measurable terms	Despite the legal challenges, the Company aims to use its technology expertise to Create and develop an ecosystem of new digital disrupters in key sectors such as retails, education, healthcare, Cyber security products and services etc., thereby hoping to increase its revenue and profits in the years to come.

Annexure A

Additional information on Director being appointed/re-appointed (As required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and Secretarial Standards - 2 on General Meetings)

Name of the Director	Mr. Devendra Agrawal	Mr. Rajendran Soundaram
DIN	03579332	02686150
Age	55 years	74 years
Date of Birth	July 01, 1970	January 12, 1952
Date of first Appointment on the Board	May 27, 2017	November 29, 2013
Qualifications	Chartered Accountant	Post-Graduate in Commerce, CAIIB
Brief Resume & Experience / Expertise in specific functional area –	Mr. Devendra Agrawal is a Chartered Accountant with over three decades of professional experience in the areas of finance, accounts, MIS and taxation. He has previously worked with reputed organizations such as Aditya Birla Group of Companies and Reliance Industries Limited, for over 12 years.
He has been associated with 63 moons technologies limited since April 2006 and is currently serving his third term as Whole-time Director and CFO, which is due to conclude on May 26, 2026.
With nearly 20 years with the Company, he is recognized not merely as a custodian of capital but as a strategic partner who seamlessly integrates Finance, MIS, Taxation, and compliance into a cohesive engine for sustainable growth.	Mr. Rajendran Soundaram carries extensive experience across Corporate Credit, Treasury and Investment Management, International Banking, Overseas Expansion, Skill Development and Training, Business Development, Branch banking set-up and operations and Customer Relationship Management, Internal controls, Regulatory Compliance and Audits and Training, Research and Knowledge Management. He has served as MD & CEO of a deemed public Company engaged in data warehousing for more than four years and has significant exposure to the management of technology Company. Prior to his appointment as the MD & CEO in February 2017, he was associated with the Company as an Independent Director since 2013. He is currently serving his fourth term as MD & CEO, which is due to conclude on May 31, 2026.
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	Nil	Nil
Directorship held in other Companies (excluding foreign companies)	1) Financial Technologies Communications Limited
2) FT Knowledge Management	Nil

| | Company Limited
3) IBS Forex Ltd.
(Under Liquidation)
4) 63SATS Cybertech Limited | |
| --- | --- | --- |
| Companies from which resigned in the past three years | Nil | Nil |
| Chairmanship / Membership of committees of other Companies (includes Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee & Corporate Social Responsibility Committee) | Nil | Nil |
| Number of Board Meetings attended during the financial year 2025-26 | 4 (Four) | 4 (Four) |
| No of shares held in the Company | Nil | Nil |
| Remuneration last drawn | Rs. 80,00,698/- p.a. | Rs. 1.80 Crore p.a. |
| Remuneration proposed to be drawn | Please refer Item no. 1 of the explanatory statement attached to this notice. | Please refer Item no. 2 of the explanatory statement attached to this notice. |
| Terms and Conditions of appointment/re-appointment | Re-appointment as Whole-time Director and CFO, liable to retire by rotation, for a period of 3 years commencing from May 27, 2026. | Re-appointment as Managing Director and CEO, not liable to retire by rotation, for a period of 1 year commencing from June 01, 2026. |

Annexure I

Disclosure in accordance with Industry Standards on “Minimum Information to be provided to the Audit Committee and Shareholders for Approval of Related Party Transactions (RPTs)” dated June 26, 2025 (“RPT Industry Standards”)

PART A

Minimum information of the proposed RPT, applicable to all RPTs

A(1). BASIC DETAILS OF THE RELATED PARTY

S. No.	Particulars of the information	Information provided by the management
1.	Name of the related party	India Gold Metaverse Private Limited (IGM)
2.	Country of incorporation of the related party	India
3.	Nature of business of the related party	India Gold Metaverse Private Limited is engaged in the business of digital marketplace for bullion, precious metal, diamond, precious stones & gems as

aggregator for manufacturers, suppliers, artisans, traders, retailers and end customer.

A(2). RELATIONSHIP AND OWNERSHIP OF THE RELATED PARTY

S. No.	Particulars of the information	Information provided by the management
1.	Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (Financial or otherwise) and the following:	India Gold Metaverse Private Limited is a related party of the listed entity by virtue of the shares held by one LLP Shareholder in IGM. Immediate relatives of the Promotor of 63 moons, has major shareholding in the LLP, which holds more than 20% share in IGM. Thus, IGM is deemed to be a Related Party.
	• Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party.
• Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/subsidiary (in case of transaction involving the subsidiary).
• Shareholding of the related party, whether direct or indirect, in the listed entity/subsidiary (in case of transaction involving the subsidiary).

Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control.

While calculating indirect shareholding, shareholding held by relatives shall also be considered. | The listed entity i.e. 63 moons technologies limited (“63 moons”) does not hold any direct or indirect equity shareholding in the Related Party.

Not Applicable, as the Related Party is a body corporate having share capital.

The Related Party does not have any direct or indirect shareholding or ownership interest in the listed entity. |

A(3). DETAILS OF PREVIOUS TRANSACTIONS WITH THE RELATED PARTY

S. No.	Particulars of the information	Information provided by the management
1.	Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
Explanation: Details need to be disclosed separately for listed entity and its subsidiary.	S. No.	Nature of Transactions	FY 2025-2026 (Rs. in lakhs))
		1	Sale of services by 63 moons	623.60
		2	Rent and other charges by 63 moons	25.27
		Total		648.87
2.	Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought.	Rs. 165 lakhs for Q1 of 2026-27
3.	Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last financial year.	Not applicable

A(4). AMOUNT OF THE PROPOSED TRANSACTION(S)

S. No.	Particulars of the information	Information provided by the management
1.	Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/shareholders.	One time upfront consideration of Rs. 25 Crores payable in FY 2026-27 and another one time consideration of Rs. 25 Crores payable before March 2029. Annual fixed charges Rs. 12 Crores (with periodical upward revision on mutual agreement), plus variable charges and manpower charges based on deployment on requirement basis, which can not be quantified now.
2.	Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT?	Yes
3.	Value of the proposed transactions as a percentage of the listed entity's annual consolidated turnover for the immediately preceding financial year	Estimated transaction value for FY 2026-27 is 17.26% of annual consolidated turnover for the FY 2025-26.
4.	Value of the proposed transactions as a percentage of subsidiary's annual standalone turnover for the immediately preceding financial year (in case of a	Not applicable

	transaction involving the subsidiary and where the listed entity is not a party to the transaction)
5.	Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available.	Estimated transaction value for FY 2026-27 is 76.38% of annual standalone turnover for the *FY 2025-26.
*based on provisional financial statements for FY 25-26
6.	Financial performance of the related party for the immediately preceding financial year:

A(5). BASIC DETAILS OF THE PROPOSED TRANSACTION

S. No.	Particulars of the information	Information provided by the management
1.	Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.)	Providing technology and maintenance services.
2.	Details of each type of the proposed transaction	The proposed transactions relate to a long-term arrangement for development, licensing, installation, customisation, operation and maintenance of an integrated technology platform known as IGMTech, which will serve as core digital infrastructure for IGM’s business operations across bullion, precious metals, jewellery marketplace, digital gold, gold loan aggregation and other allied verticals.
3.	Tenure of the proposed transaction (tenure in number of years or months to be specified)	Tenure of ongoing / proposed arrangement is ranges from FY 26-27 for initial term of 33 years, approval of the members is being sought for material RPT for the period of term of the agreement.
4.	Whether omnibus approval is being sought?	No
5.	Value of the proposed transaction during a financial year.
If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year-wise.	Value of transaction for FY 2026-27 is Rs. 34 Crores plus variable charges, if any, becomes due. Another one time consideration of Rs. 25 Crores before March 2029.

		Thereafter from FY 2027-28 till the period of agreement Rs. 12 Crs per annum by way of fixed charge plus variable charge and Manpower charges based on deployment on requirement basis.
6.	Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity	• The Company has successfully tested the IGMTech platform under a Proof of Concept arrangement, and the proposed agreement enables commercial monetization of this proven technology asset.
• The transaction provides diversified and long-term revenue streams, including fixed monthly charges, one-time consideration, and variable charges across multiple business verticals.
• The variable charges model allows the Company to participate in the growth of IGM’s digital marketplace business, thereby Creating scalable upside without significant additional capital investment.
• The long-term nature of the agreement ensures sustained support and business continuity, given that the Technology platform forms the core infrastructure for IGM’s operations.
7.	Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly.
Explanation: Indirect interest shall mean interest held through any person over which an individual has control.	Immediate relatives of the Promotor of 63 moons, has major shareholding in an LLP, which holds more than 20% share in IGM.
	a. Name of the director / KMP	Not applicable, since Directors/KMPs are not interested in the proposed transaction.
	b. Shareholding of the director / KMP, whether direct or indirect, in the related party	Not applicable, since Directors/KMPs are not interested in the proposed transaction.
8.	A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee.	As the transaction are in ordinary course of business and at arm’s length basis, therefore the valuation report or other report of external party for the aforesaid transactions is not required.
9.	Other information relevant for decision making.	No other information, other than that disclosed above is considered relevant for decision making.

PART B

Information to be provided only if a specific type of RPT as mentioned below is proposed to be undertaken and is in addition to Part A

B (1): Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances

S. No.	Particulars of the information	Information provided by the management
1.	Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services.	No.
2.	Basis of determination of price	Arm’s Length Price and in the ordinary course of business.
3.	In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice), if any, proposed to be extended to the related party in relation to the transaction, specify the following:	Not applicable.
	a. Amount of Trade advance
	b. Tenure
	c. Whether same is self-liquidating?

By Order of the Board of Directors
For 63 moons technologies limited

Date: May 18, 2026
Place: Mumbai

Hariraj Chouhan
Sr. Vice-President & Company Secretary

AI assistant

63 Moons Technologies Limited Proxy Solicitation & Information Statement 2026

60264_rns_2026-05-21_c312bf04-1820-4344-9afa-eca11db7495d.pdf

63 moons technologies limited

POSTAL BALLOT NOTICE

SPECIAL BUSINESS:

01. Re-appointment of Mr. Devendra Agrawal (DIN: 03579332) as Whole-time Director and CFO of the Company:

02. Re-appointment of Mr. Rajendran Soundaram (DIN: 02686150) as Managing Director and CEO of the Company:

03. Material Related Party Transaction(s) with India Gold Metaverse Private Limited

PROCEDURE / INSTRUCTIONS FOR E-VOTING:

DETAILS ON STEP 2 ARE MENTIONED BELOW:

ANNEXURE TO NOTICE

Item no. 1:

Item no. 2:

Item no. 3:

A(2). RELATIONSHIP AND OWNERSHIP OF THE RELATED PARTY

A(5). BASIC DETAILS OF THE PROPOSED TRANSACTION

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63 Moons Technologies Limited — Proxy Solicitation & Information Statement 2026

60264_rns_2026-05-21_c312bf04-1820-4344-9afa-eca11db7495d.pdf

63 moons technologies limited

POSTAL BALLOT NOTICE

SPECIAL BUSINESS:

01. Re-appointment of Mr. Devendra Agrawal (DIN: 03579332) as Whole-time Director and CFO of the Company:

02. Re-appointment of Mr. Rajendran Soundaram (DIN: 02686150) as Managing Director and CEO of the Company:

03. Material Related Party Transaction(s) with India Gold Metaverse Private Limited

PROCEDURE / INSTRUCTIONS FOR E-VOTING:

DETAILS ON STEP 2 ARE MENTIONED BELOW:

ANNEXURE TO NOTICE

Item no. 1:

Item no. 2:

Item no. 3:

A(2). RELATIONSHIP AND OWNERSHIP OF THE RELATED PARTY

A(5). BASIC DETAILS OF THE PROPOSED TRANSACTION

More from 63 Moons Technologies Limited

63 Moons Technologies Limited Proxy Solicitation & Information Statement 2026