To,
The Members,
Your Directors present the Thirty-seventh Annual Report of your Company together with
the Audited Financial Statements for the year ended March 31, 2025.
FINANCIAL PERFORMANCE
Financial Results Standalone and Consolidated
The financial statements for the year ended 31st March, 2025 has been prepared in
accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the
Companies Act, 2013 ("the 2013 Act") read with the Companies (Indian Accounting
Standards) Rules, 2015 and the relevant provisions of the 2013 Act, as applicable.
(Rs. in lakhs, except per share data)
|
Standalone |
Consolidated |
|
Current Year |
Previous Year |
Current Year |
Previous Year |
| Particulars |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Total Income |
27,425.05 |
59,293.41 |
32,692.65 |
62,007.95 |
| Total Operating expenditure |
22,987.31 |
26,113.87 |
36,148.58 |
37,491.81 |
| EBITDA |
4,437.74 |
33,179.54 |
-3,455.93 |
24,516.14 |
| Finance costs |
93.85 |
89.26 |
105.33 |
97.11 |
| Depreciation/amortization |
1,406.14 |
1,287.83 |
3,229.59 |
3,029.12 |
| Profit / (Loss) before exceptional item and tax |
2,937.75 |
31,802.45 |
-6,790.85 |
21,389.91 |
| Exceptional Item |
-2,150.29 |
-4,750.00 |
2,349.71 |
0.00 |
| Profit / (Loss) before tax |
787.46 |
27,052.45 |
-4,441.14 |
21,389.91 |
| Provision for taxation |
192.61 |
130.82 |
406.70 |
154.84 |
| Profit after Tax/Net Profit for the year |
594.85 |
26,921.63 |
-4,847.84 |
21,235.07 |
| Add: Net share of profit / (Loss) of associates |
- |
- |
120.75 |
-259.13 |
| Add: Net minority interest in profit of subsidiaries |
- |
- |
-1,410.05 |
-1,274.65 |
| Profit after Tax/Net Profit for the year |
594.85 |
26,921.63 |
-3,317.04 |
22,250.59 |
| Earnings per share |
|
|
|
|
| Basic |
1.29 |
58.43 |
-7.20 |
48.29 |
| Diluted |
1.29 |
58.43 |
-7.20 |
48.29 |
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS Standalone Financials
(including discontinued operations)
The total revenue from operations for the year ended March 31, 2025 was at Rs.
11,816.02 lakhs as compared to Rs. 45,526.88 lakhs for the year ended March 31, 2024.
For the year under review, your Company has reported profit before finance cost,
depreciation, exceptional items and tax of Rs. 4,437.74 lakhs compared to profit of Rs.
33,179.54 lakhs in the previous year. Profit before tax was Rs. 787.46 lakhs compared to
Rs. 27,052.45 lakhs in the previous year.
The net Profit after tax was Rs. 594.85 lakhs as compared to profit of Rs. 26,921.63
lakhs in the previous year.
Consolidated Financials (including discontinued operations)
The consolidated Net loss for the year ended March 31, 2025, was at Rs. 4,487.84 lakhs
as against profit of Rs. 22,250.59 lakhs in the previous year ended March 31, 2024.
Shareholders' funds as at the year ended March 31, 2025, was at
Rs. 3.43.555.95 lakhs as against Rs. 3,31,810.87 lakhs as at March 31, 2024.
Shareholders' fund includes non-controlling interest of Rs. 2,122.41 lakhs as compared to
negative of Rs.2,952.77 lakhs in previous year.
BUSINESS OVERVIEW: FISCAL YEAR 2024-25
In an era of emerging technologies and an ever-evolving environment of next-generation
technologies of Web3, Artificial Intelligence (AI) , Blockchain, Cybersecurity and other
fields, your Company is progressing well ahead with its plans and is in pursuit of a
better future. Your Company's efforts have broadened its horizon during the year by
adopting newer technologies in its existing operations and upcoming ventures.
Your Company has ventured into new areas through its subsidiary 63SATS, in the
direction of providing Cybersecurity ?€“ the Gold of the Digital Economy. your
Company is providing an umbrella of Cybersecurity technology solutions across various
layers: individual-level, enterprise-level, and government level to combat cyber threats.
Our Cybersecurity technology is powered by avant-garde Cybersecurity, in alliance with the
world's leading 10 best digital security firms from Israel to USA. Your Company is
expanding its operations with current tools and by acquiring new technological
advancements and is determined to surpass the benchmarks it has set in the past.
SALE OF ODIN, MATCH AND STPRs.GATE BUSINESS UNDERTAKINGS
During the year under review, your Company as per Hon'ble MPID Court Order dated
18.11.2024, after obtaining all the Regulatory, Statutory and Shareholders approval, sold
the ODIN and MATCH Business Undertaking on slump sale basis on January 20, 2025. The
revenue of your Company has been affected for part of the year due to the aforesaid sale.
Further, the sale of STP Gate Business Undertaking is subject to fulfilment of
Condition Precedent (CPs) and is yet to be completed.
EXCHANGE TECHNOLOGY BUSINESS
As you are aware, the Exchange Technology division continues to serve to Metropolitan
Stock Exchange of India Ltd. It has forayed into developing Market Place Technology
software and has on boarded client resulting in generation of revenue in 2024-25. It
continues to explore opportunities around the technology skills, that it has, so that the
existing Team can be leveraged for better revenue realisation in the coming times.
RISK SOLUTIONS
During the FY25, the division successfully implemented its services towards data
validation utility in 12 more Housing Finance Companies (HFCs). This utility supplements
the regulatory data collection application that the division had developed for the
domestic housing finance regulator. The division is developing a Learning Management
System that will address certain shortcomings of the extant applications available in the
market. The system takes a holistic view of the requirements of the students beyond their
classroom learning. It would allow them to practice answering unlimited variation of a
single question on a single topic. Furthermore, one of the important use case of the
application is its capability to eradicate the paper leakage curse effectively. It will
open up a very big new market. The division has already developed a proof-of-the concept
and awaiting go-ahead of the management. The division is working to enable its flagship
product DataCollector (DC) address an enterprise's data centric workflow management
system. Possible use cases are - an organization's internal data-centric workflow
management requirements like Performance Management System, Leave Management System, etc.
An enterprise can also use the envisaged dynamic workflow of DataCollector for managing
recruitment process, Procurement process etc. The system is capable of handling
image-oriented data by using Optical Character Recognition (OCR).
The division is also exploring the possibility of incorporating Artificial
Intelligence, Machine Learning and Blockchain as additional facilities in its two main
products, namely DC and Riskalculator.
ONERs.TIME SETTLEMENT Rs.OTSRs.
During the year under review, National Spot Exchange Limited (NSEL) with the support of
your Company i.e. Holding Company 63 moons technologies limited had filed a Scheme of
Settlement before the Hon'ble National Company Law Tribunal (NCLT), Mumbai, for a one-time
amicable full and final settlement with 5682 traders. The OTS was originally proposed by
the NSEL Investors Forum (NIF), an association representing large number of traders. As
per the Scheme of Settlement, an amount of Rs. 1,950 crores shall be paid to 5682 traders
in proportion to their outstanding as on July 31, 2024. This settlement would mean closure
of legal cases against the Group along with assignment of all rights of traders in favour
of 63 moons. Hon'ble NCLT vide its order dated April 8, 2025 had ordered e-voting of the
traders on the proposed resolution for approving the Scheme of Settlement. The voting
commenced on April 17, 2025 and concluded on May 17, 2025. The Report on results of
e-voting submitted by the Scrutinizer and approved by the Chairperson on May 19, 2025
states that a whopping 92.81% of traders in number and 91.35% in value voted in favour of
the resolution thereby giving their assent to the Scheme of settlement. This settlement
would bring major relief for the traders whose monies were stuck in the NSEL payment
crisis which happened in July 2013. This will be the first-of-its-kind settlement and with
support from the Central and the State Government, your Company is confident that the
settlement will go through. The Scheme shall be implemented as per NCLT directives.
NEW VISION
Your Company is vigorously pursuing its strategic vision, directing its renewed energy
into pioneering the next generation of technology solutions. 2024-25 saw significant
advancements across critical domains in the realm of emerging technologies, particularly
in Web3, Cybersecurity and LegalTech. These Group achievements are a direct reflection of
the dedication and brilliance of our talented team. The people working at 63 moons are
truly the driving force behind every innovation, every leap forward, and every successful
endeavour we undertake. Their expertise, passion, and unwavering commitment are the
bedrock of our progress.
Your Company have significantly strengthened the offerings under 63SATS under the
robust Cybersecurity solution, developing a comprehensive suite of products, services, and
platforms designed to empower individuals, enterprises, and critical infrastructure with
the expertise needed to defend against cyberattacks. Our feature-rich solutions include
CYBX for direct-to-consumer mobile security, Cyber Security Force (CSF) providing robust
defence for enterprises and organisations, and Cyberdome, delivering military-grade
solutions for critical public infrastructure. And with QiLegal, your company's innovative
LegalTech solution, we are set to positively transform India's legal ecosystem by
leveraging technology to fast-track justice. Beyond these significant strides in
Cybersecurity and LegalTech, your Company is consistently pushing the boundaries of
innovation across the broader emerging technologies landscape and coming out with new
offerings. Our journey has always been one of evolution; from our origins as a product
company, transforming into an exchange powerhouse; and now establishing ourselves as an
emerging-technologies pioneer.
LEGAL MATTERS
In a civil suit filed by L.J. Tanna Private Limited & Ors. relating to NSEL payment
default, the Hon'ble Bombay High Court passed an ad interim order restraining the Company
from distributing any dividend or depositing the same in the dividend distribution account
as per Companies Act, 1956, until the final hearing and disposal of the Notice of Motion.
As a result, the Company has complied with the order and has not distributed the final
dividend to the shareholders. . The matter is pending for hearing.
The Union of India, through the Ministry of Corporate Affairs ("MCA") filed a
Company Petition before the Company Law Board, inter-alia seeking removal and supersession
of the Board of Directors of the Company. As an interim arrangement, the NCLT, with
consent, formed a committee for certain matters. Upon appeal, the NCLT dismissed MCA's
request for the removal and supersession of the entire Board and instead ordered MCA to
nominate three directors to the Board. The NCLAT upheld the NCLT's order. The Company has
appealed to the Hon'ble Supreme Court, which has granted a stay on the appointment of
directors and the matter is pending for hearing.
The Company filed Writ Petitions before the Hon'ble Bombay High Court, challenging the
validity of certain Notifications issued under MPID Act. The Hon'ble Bombay High Court
pleased to quash and set aside the said Notifications. In appeal, the Hon'ble Supreme
Court has set aside the High Court's order and upheld the validity of Notifications . The
Company is now pursuing its remedy before the Designated Court against these
Notifications. The Directorate of Enforcement has attached properties of
Company by issuing provisional attachment orders under the Prevention of Money
Laundering Act, 2002. The Adjudicating Authority under PMLA had confirmed the said
provisional attachments. The Appellate Tribunal quashed the provisional attachment orders
subject to conditions. Company has filed the appeal before the Hon'ble Bombay High Court
for limited purposes challenging only the conditions mentioned in the impugned order of
the Appellate Tribunal. ED has also filed cross appeal. Both appeals are pending for
hearing. Except as stated above, no material changes and commitments have occurred after
the close of the financial year till the date of this Report, which significantly affects
the financial position of the Company.
EXPLANATION TO THE QUALIFICATIONS IN AUDITOR REPORT
A. Audit Report on Standalone Financial Statements
The Management explanation for qualification made by the Statutory Auditors in their
Independent Auditors Report dated May 20, 2025 on the Standalone Financial Statements for
the year ended March 31, 2025 is as under:
1) With respect to qualification A in Auditors Report, explanation of the Management
is as under: a) Post July-2013, civil suits have been filed against the Company in
relation to the counter party payment default occurred on the exchange platform of NSEL,
wherein the Company has been made a party. In these proceedings certain reliefs have been
claimed against the Company, inter-alia, on the ground that the Company is the holding
company of NSEL. These matters are pending before the Hon'ble Bombay High Court for
adjudication. The Company has denied all the claims and contentions in its reply. There is
no privity of contract between the Company and the Plaintiffs therein. The management is
of the view that the parties who have filed the Civil Suits would not be able to sustain
any claim against the Company. These matters are pending for hearing before the Hon'ble
Bombay High Court. b) First Information Reports (FIRs) have been registered against
various parties, including the Company, with the Economic Offences Wing, Mumbai (EOW) and
Central Bureau of Investigation (CBI) in connection with the counter party payment default
on NSEL platform. After investigation, EOW, Mumbai has presently filed various
charge-sheets in the matter including against the Company. CBI has filed charge-sheets
including against the Company for alleged loss caused to PEC Ltd. & MMTC Ltd on NSEL
platform and aforesaid cases are pending for trial before Court. c) The SFIO has filed
complaint with the Hon'ble Sessions Court under various sections of IPC and Companies Act
against several persons/entities including the Company relating to NSEL payment default.
The Company has challenged the issuance of process order before the Hon'ble Bombay High
Court and the proceedings in the matter has been stayed by the Hon'ble High Court. The
matter is pending for hearing before Hon'ble Bombay High Court. d) State Government
attached various assets of the Company under MPID Act by issuing Gazette Notifications.
The Company is in process of pursuing its remedy before Hon'ble MPID Court against said
Notifications. e) The Enforcement Directorate('ED') has attached certain assets of the
Company under the provisions of the Prevention of Money Laundering Act, 2002(PMLA). The
Hon'ble Appellate Tribunal quashed the provisional attachment orders and imposed
conditions with regard to the Company. The Company has filed the appeal before the Hon'ble
Bombay High Court for the limited purpose for challenging the conditions put by the
Hon'ble Appellate Tribunal. The Hon'ble Court was pleased to admit the appeal. ED has also
filed cross appeal, which is tagged with the Company's appeal. The matters are pending for
hearing. Meanwhile, ED filed a prosecution complaint before the Spl. PMLA Court, Mumbai
against the Company and the same is pending for trial.
B. Audit Report on Consolidated Financial Statements
The Management explanation for qualifications made by the Statutory Auditors in their
Independent Auditors Reports dated May 20, 2025 on the Consolidated Financial Statements
for the year ended March 31, 2025 are as under:
1. With respect to item no. 1 which pertains to the Company refer paragraph (A) above.
2. With respect to item no. 2 which are pertaining to the qualifications made by the
Statutory Auditors of a subsidiary viz National Spot Exchange Limited (NSEL) in their
Independent Auditors Report on NSEL's Consolidated Financial Statements for the year ended
March 31, 2025 which has been reproduced by the Statutory Auditors of the Company
(63moons) in their Independent Auditors Report (Auditors Report) dated May 24, 2024 on the
Consolidated Financial Statements for the year ended March 31, 2024, the explanation given
by the management of NSEL are as under: ("Company" in the response below refer
to NSEL) (i) With respect to qualification 2a in Auditors Report, explanation of NSEL's
Management is as under: NSEL is taking all steps to defend its position, however since all
matters are sub-judice, the Company is unable to quantify the impact, if any, of such
legal proceedings on the financial statements of the Company. There are no
claims/litigations/potential settlements involving the Company directly or indirectly,
which may require adjustments in the Consolidated Ind AS Financial Statements. (ii) With
respect to qualification 2b in Auditors Report, explanation of NSEL's Management is as
under:
Majority value of the trade and other receivables etc. are under litigation/subject to
court orders. Company has already made provision for majority of the values or disclosed
the reason for non-provisioning. Company is making full efforts for recovery of the
amounts
DIVIDEND
Your Directors have recommended a dividend of Rs.1.20 per share (i.e. 60%) on the face
value of Rs.2/- per share for the F.Y. 2024-25 . The distribution of said dividend shall
be subject to the approval of shareholders at the forthcoming Annual General meeting and
appropriate judicial orders. As the Shareholders are aware, the following dividends are
pending for distribution due to the Hon'ble Bombay High Court order dated September 30,
2015 in Notice of Motion no. 1490 of 2015 in Suit no. 121 of 2014 ?€“ L.J.
Tanna Shares
& Securities Pvt. Ltd. and Ors., Vs. Financial Technologies (India) Limited
inter-alia directed that pending hearing and final disposal of Notice of Motion "FTIL
shall not distribute any dividend amongst its shareholders and shall also not deposit any
amount in compliance with Section 123 sub - clause (iv) of the Companies Act, 1956",
(to be read as Companies Act, 2013): a. The final dividend of Rs. 5/- per share for the FY
2014-15, approved by the shareholders at the Annual General Meeting held on September 30,
2015, b. Payment of Rs. 2/- per share for FY 2016-17 approved by the shareholders at the
29th AGM held on September 27, 2017 is pending subject to appropriate judicial orders. c.
Payment of Rs. 2/- per share for FY 2017-18 approved by the shareholders at the 30th AGM
held on September 27, 2018, is pending subject to appropriate judicial orders. d. Payment
of Rs. 2/- per share for FY 2018-19 approved by the shareholders at the 31st AGM held on
September 18, 2019, is pending subject to appropriate judicial orders. e. Payment of Rs.
2/- per share for FY 2019-20 approved by the shareholders at the 32nd AGM held on December
09, 2020, is pending subject to appropriate judicial orders. f. Payment of Rs. 2/- per
share for FY 2020-21 approved by the shareholders at the 33rd AGM held on September 18,
2021, is pending subject to appropriate judicial orders. g. Payment of Rs. 2/- per share
for FY 2022-23 approved by the shareholders at the 35th AGM held on September 27, 2023, is
pending subject to appropriate judicial orders. h. Payment of Rs. 2/- per share for FY
2023-24 approved by the shareholders at the 36th AGM held on September 27, 2024, is
pending subject to appropriate judicial orders.
The Company has informed the IEPF Authority about the above pending dividends for
distribution to shareholders in view of the Hon'ble Bombay High Court Order as stated
above.
Prior to the above mentioned High Court order, your Company has paid consecutive
dividends for the past 38 quarters which is in accordance with the sustainable dividend
pay-out policy of the Company and linked to its long term growth objectives. The Dividend
Distribution Policy is available on the website of the Company which can be accessed at
the link: https://www.63moons.com/
investors/corporate-governance/policies/Dividend-Distribution-Policy.pdf Pursuant to
Finance Act 2020, dividend income will be taxable in the hands of the Shareholders w.e.f.
01/04/2020. As the payment of Dividend for FY 2024-25 is subject to appropriate judicial
order, relevant communication relating to TDS would be sent to Shareholders after receipt
of applicable judicial order.
TRANSFER TO RESERVES
We do not propose to transfer any sum to General Reserve for the year under review.
SHARE CAPITAL
There was no change in the Share Capital of the Company during the year under review.
As on March 31, 2025, the paid-up equity Share Capital of your Company stood at Rs. 921.57
lakhs comprising of 46,078,537 equity shares of Rs. 2/- each. During the year under review
the Company has not issued any shares with differential voting rights nor has it granted
any Stock Option or Sweat Equity.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing
Regulations'), is provided in a separate section forming part of this Annual Report.
DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND THEIR
PERFORMANCE HIGHLIGHTS
The Company has 17 subsidiaries (including step-down subsidiaries) as on March 31,
2025. There is one Associate company and no joint venture company within the meaning of
Section 2(6) of the Companies Act, 2013. There has been no material change in the nature
of business of the subsidiaries, except one subsidiary viz., 63SATS Cybertech Limited
(earlier 63SATS Global Cyber Technologies Networks Limited), wherein the business of
providing cyber security related products and services has been started and the main
Object Clause was also changed to align with cyber security products and services
activities. During the year, the Board of Directors reviewed the affairs of the
subsidiaries. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
("Act"), a statement containing salient features of the financial statements of
Company's subsidiaries, associate companies and joint ventures is given in Form AOC-1 as
Annexure - I and the same forms part of this report. The statement also provides the
details of highlights of performance of subsidiaries. The financial statements of each of
the subsidiaries may also be accessed on the website of the Company www.63moons.com. The
voluntary liquidation process of IBS Forex Ltd. is yet to be completed.
Ticker Limited, has incorporated a wholly owned subsidiary viz., 9Point Capital Private
Ltd. resulting in creation of one more step down subsidiary for 63 moons technologies
limited. Further, Ticker Limited is in the process of Merger with Baron Infotech Limited,
a company listed on BSE and which is under the Corporate Insolvency Resolution Process,
(CIRP) pending with NCLT, Hyderabad.
As the shareholders are aware that as per the terms of the Agreement NTT Data
Corporation, Japan has to acquire balance 21,00,86,610 equity shares of NTT Data Payment
Services India Private Limited (Formerly ATOM Technologies Limited) held by 63 moons, the
closure of the said transaction would be subject to the appropriate Board and judicial
approvals. During the FY 2023-24, the Company has signed first Supplemental Agreement to
Shareholders Agreement with NTT Data Group Corporation (formerly NTT Data Corporation)
w.r.t. the Call Options relating to acquiring of aforesaid balance equity shares of NTT
Data Payment Services India Limited by NTT Data Group Corporation. NTT Data has approached
MPID Court for seeking direction in the matter, to release the shares after depositing the
consideration amount in the Court. Your Company has filed Application under Sec 9 of the
MPID Act, 1999, in the matter. The Policy for determining material subsidiaries as
approved by the Board may be accessed on the Company's website at the link:
https://www.63moons.com/investors/corporate-governance/policies/Material-subsidiary-policy.pdf
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate
Governance as stipulated under the Listing Regulations is annexed hereto, and forms part
of this Annual Report. A Certificate from the Auditors of the Company confirming
compliance with Corporate Governance norms is annexed to the report on Corporate
Governance.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In terms of Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 ('Listing Regulations') the Business Responsibility and
Sustainability Report, in the prescribed format, forms an Integral Part of the Annual
Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act, 2013 and Listing Regulations, as
amended, your Company has formulated a Policy on Related Party Transactions which can be
accessed on Company's website at https:// www.63moons.com/investors/corporate-governance/
policies/Related-Party-Transactions-Policy.pdf. The Policy is to ensure that proper
reporting, approval and disclosure processes are in place for all transactions between the
Company and Related Parties.
All arrangements / transactions entered by your Company with its related parties during
the year were in ordinary course of business and on an arm's length basis. During the
year, the Company has made investments in its subsidiary i.e. NSEL amounting to Rs. 4500
lakhs in terms of the shareholders' approval obtained in 2022. Except the aforesaid
transaction, the Company did not enter into any arrangement / transaction with related
parties which could be considered material, in accordance with Companies Act, 2013 and
Listing Regulations. Further, during the year, your Company has also invested Rs. 2500
lakhs In Ticker Limited and Rs. 2000 lakhs in 63SATS Cybertech Limited. All transactions
with related parties were reviewed and approved by the Audit Committee. Prior omnibus
approvals are granted by the Audit Committee for related party transactions which are of
repetitive nature, entered in the ordinary course of business and are on arm's length
basis in accordance with the provisions of the Act read with the Rules issued thereunder
and the Listing Regulations. Pursuant to Regulation 23 (9) of the Listing Regulations,
your Company has filed the reports on related party transactions with the Stock Exchanges.
There were no material related party transactions during the year under review with the
Promoters, Directors or Key Managerial Personnel. The details of the transactions with
related parties are provided in the accompanying financial statements.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR activities of the Company are as per the requirements of Section 135 of the Act
which has been approved by the Board. For details regarding the CSR Committee, please
refer to the Corporate Governance Report, which is part of this report. The CSR policy is
available on the website of the Company which can be accessed at the link: https://
www.63moons.com/investors/corporate-governance/ policies/csr-policy.pdf.
The Report on CSR activities as required under Companies (Corporate Social
Responsibility Policy) Rules, 2014 is set out as Annexure - II and the same forms part of
this report.
RISK MANAGEMENT
The Board of Directors of the Company has formed a Risk Management Committee to monitor
the risk management plan for the Company.
The risk management system identifies and monitors risks which are related to the
business and over all internal control systems of the Company. The Audit Committee has
oversight responsibility in the areas of financial risks and controls. The risk management
committee is responsible for reviewing the risk management policy and ensuring its
effectiveness and assist the Board in ensuring that all material Compliances, Control,
Safety and Operations and Financial risks have been identified and adequate risk
mitigations are in place to address these risks.
The Audit Committee and the Board has also noted the risks prevailing in respect of
what is stated in the paras relating to legal matters and explanation to the
Qualifications in Auditors Report above that may affect the business of the Company.
CYBER SECURITY
Cybersecurity is an important part of your Company's risk management processes. The
Risk Management Committee regularly reviews and discusses the Company's cybersecurity
framework and programs. The Company's cybersecurity risk management program is managed by
a separate department headed by Chief Information Security Officer. In view of the
increased cyberattack threats, the cybersecurity is reviewed periodically and the
processes and technologies are enhanced on regular basis to mitigate the probable risk
arising out of cyberattacks. Your Company's robust cybersecurity risk management framework
is implemented to identify, evaluate, monitor and report cyber risks for Company's IT
infrastructure. There were no cyber security incidents or breaches, or loss of data or
documents occurred / happened, during the year under review.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has in place internal financial control systems, which are commensurate
with its size and the nature of its operations. The Internal control system is reviewed
and modified on an on-going basis to meet the changes in business conditions, accounting
and statutory requirements. Internal Audit plays a key role to ensure that all assets are
safeguarded and protected and that the transactions are authorized, recorded and reported
properly. The Internal Auditors independently evaluate the adequacy of internal controls.
The findings and recommendations of the Internal Auditors are reviewed by the Audit
Committee and followed up till implementation wherever required. Further, as per
requirement of clause (i) of sub-section (3) of section 143 of the Companies Act, 2013
('the Act'), the statutory auditors have reported on the internal financial controls and
opined that the Company has, in all material respects, an adequate internal financial
controls system over financial reporting and such internal financial controls over
financial reporting were operating effectively as at March 31, 2025.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2025, the Company has eight Directors comprising of two Executive
Directors and six Non-Executive Directors, out of which three are Independent Directors.
There is one Women Director. Based on the recommendation of Nomination and Remuneration
Committee (NRC) the Board of Directors at its meeting held on May 20, 2025, appointed Mr.
Maheswar Sahu (IAS, Retd.) (DIN:00034051) as an Additional Director (Non-executive,
Non-independent) of the Company, Further, the Shareholders have also approved the
appointment of Mr. Sahu, as Director (Non-executive, Non-independent), by way of postal
ballot, effective from July 24, 2025. At the Annual General Meeting of the Company held on
September 27, 2024, Mr. Devendra Agrawal (DIN: 03579332) and Mr. Devender Singh Rawat
(DIN: 02587354) who were liable to retire by rotation were re-appointed as the Directors
of the Company. The Company has received declarations from all the Independent Directors
confirming that they meet the criteria of independence as provided in Section 149(6) of
Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. In terms of
Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that
they are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties. The
Board is of the opinion that all the Independent Directors are having good integrity and
possess the requisite expertise and experience. All the Independent Directors have
confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules 2014, with respect to registration with
the data bank of Independent Directors maintained by the Indian Institute of Corporate
Affairs. During the year under review, the Non-Executive Directors of the Company have no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses, if any. In accordance with the provisions of
Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr.
Sunil Shah (DIN:02569359) and Mr. Venkat Chary (DIN: 00273036) retire by rotation at the
forthcoming Annual General Meeting and being eligible offers themselves for
re-appointment. The Board recommend their re-appointment for the consideration of the
Members of the Company at the ensuing Annual General Meeting. The other Directors continue
to be on the Board of your Company.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company as on March 31, 2025 are ?€“
1. Mr. S. Rajendran, Managing Director and Chief Executive Officer 2. Mr. Devendra
Agrawal, Whole-time Director and Chief Financial Officer
3. Mr. Hariraj Chouhan, Company Secretary.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
Board committees and individual directors taking into consideration the various aspects of
the Board's functioning, execution and performance of specific duties, obligations and
governance. The performance of the Board, Chairman and Independent Directors was evaluated
by the Board after seeking inputs from all the Directors. The criteria for performance
evaluation of the Board included aspects such as Board composition and structure,
effectiveness of Board processes, contribution in treasury and risk management, legal
challenges faced by the Company, general corporate governance, strategic planning etc. The
performance of the Committees was evaluated by the Board after seeking inputs from the
committee members as well as other directors. The criteria for performance evaluation of
the Committees included aspects such as composition of committees, effectiveness of
committee meetings, etc. The performance evaluation of the Independent directors was
carried out by the entire Board, excluding the independent director whose performance
being evaluated. The Independent Directors of the Company met on March 29, 2025, without
the presence of Non-independent Directors and members of the management to review the
performance of Non-independent Directors including Whole time directors and the Board of
Directors as a whole, and to assess the quality, quantity and timeliness of the flow of
information between the management and the Board of Directors. The NRC and Board in
evaluating the performance of Executive Directors have appreciated their good leadership
role for ensuring effective risk and human resource management despite the various
financial and legal challenges faced by the Company. On review of Board as a whole,
members expressed satisfaction on the diversity of experience, composition of group, and
induction process of new members, and competency of directors. The members expressed
appreciation on functioning of Audit committee, NRC, CSR, Stake holders, Risk Management
and Investment Committee in discharging their expected role and expressed their
satisfaction with the evaluation process.
MEETINGS OF THE BOARD
The Board of Directors of the Company met 9 (Nine) times during the financial year. The
necessary quorum was present for all the meetings. The maximum interval between any two
meetings did not exceed 120 days. The details of Board Meetings are provided in the
Corporate Governance Report, which forms part of this Annual Report.
As permitted by the relevant rules and regulations, Board and Committee meetings also
took place virtually through video conferencing and the applicable provisions were
complied with for such virtual meetings.
AUDIT COMMITTEE
The details pertaining to the composition of the Audit Committee are included in the
Corporate Governance Report, which is a part of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY COMPANY
Details of loans, guarantees and investments have been disclosed in the Financial
Statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under the Act, are provided in
Annexure - III and the same forms part of this Report. During the year under review,
several initiatives have been taken including higher energy efficiencies in heating,
ventilation and air conditioning systems, which have resulted in energy saving of 311.23
kWh.
ANNUAL RETURN
The Annual Return as required under Section 92 and Section 134 of the Companies Act,
2013 read with applicable Rules is available on the website of the Company and can be
accessed at https://www.63moons.com/ investors/shareholders/annual-reports.html.
PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures with respect to the remuneration of Directors, KMPs and employees as
required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in
Annexure
- IV to this Report.
Details of employee remuneration as required under provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are available electronically 21 days
before the Annual General Meeting and members seeking to inspect such documents can send
an email to info@63moons.com. Such details are also available on your company's website
and can be accessed at https://
www.63moons.com/investors/shareholders/annual-reports.html. None of the employees listed
in the said Annexure is a relative of any Director of the Company. None of the employees
hold (by himself or along with his spouse and dependent children) more than two percent of
the equity shares of the Company.
CODE FOR PREVENTION OF INSIDER TRADING:
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by
designated persons and their immediate relatives as per the requirements under SEBI( PIT)
Regulations, 2015, as amended from time to time. The Code covers the Company's obligation
to maintain a Structured Digital Database (SDD), mechanism for prevention of insider
trading and handling of UPSI.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a whistle blower policy and having necessary vigil mechanism in
compliance with the Companies Act, 2013 and SEBI (LODR) Regulations to report genuine
concerns or grievances. The Whistle Blower Policy has been disseminated within the Company
and also posted on the website of the Company and can be accessed at the link: https://
www.63moons.com/investors/corporate-governance/ policies/Whistle-Blower-Policy.pdf.
No employee was denied access to the Audit Committee.
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy for selection and appointment of Directors
including determining qualifications, independence of a Director, Key Managerial
Personnel, Senior Management Personnel and their remuneration as part of its charter and
other matters provided under Section 178 (3) of the Act. The details of the policy are
provided in the Corporate Governance Report, which forms part of this Annual Report. The
Nomination and Remuneration Policy has been placed on the website of the Company and can
be accessed at the link:
https://www.63moons.com/investors/corporate-governance/policies/Nomination-and-Remuneration-Policy.pdf.
MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has a policy on prevention, prohibition
and redressal of complaints related to sexual harassment of women at the workplace. The
said policy is available on the internal portal of the Company for information of all the
employees. The details pertaining to complaints received on matter pertaining to sexual
harassment during the financial year 2024-25, are as below: (a) Number of complaints of
sexual harassment received in the year: Nil (b) Number of complaints disposed off during
the year: Nil (c) Number of cases pending for more than ninety days: N.A
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:
During the year under review, your Company has complied with the provisions of the
Maternity Benefit Act, 1961.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
Except as stated in the para relating to legal matters mentioned above, there are no
other significant or material orders passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company's operations in future. The details of
litigation including tax matters are disclosed in the notes to the Financial Statements
which forms part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their
knowledge and ability, confirm that: a. in the preparation of the annual accounts, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any; b. the Directors have selected such accounting policies
and applied them consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for that
period; c. the Directors have taken proper and sufficient care to maintain adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; d.
the Directors have prepared the annual accounts on a going concern basis. e. the Directors
have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and are operating effectively; and f. the Directors have
devised proper systems to ensure compliance with the provisions of all applicable laws and
such systems are adequate and operating effectively.
EMPLOYEES STOCK OPTION PLAN (ESOP)
The Nomination & Remuneration Committee of the Board of Directors of the Company,
inter-alia, administers and monitors the Employees Stock Option Plan of the Company in
accordance with the applicable SEBI Guidelines. The ESOP Scheme 2020 is yet to be
implemented and stock options are yet to be granted and hence no stock options are
outstanding as on March 31, 2025.
SECRETARIAL STANDARDS
The Company is in compliance with applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
AUDITORS
At the Thirty-sixth AGM held on September 27, 2024, the Members approved appointment of
M/s. Chaturvedi Sohan & Co., Chartered Accountants (Regn No. 118424W), Mumbai as the
Statutory Auditors of the Company for a period of five consecutive years from the
conclusion of 36th Annual General Meeting till the conclusion of 41st Annual General
Meeting of the Company to be held in the year 2029.
DETAILS OF FRAUD, IF ANY REPORTED BY THE AUDITORS
There have been no instances of fraud reported by Auditors pursuant to Section 143(12)
of the Companies Act, 2013.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act, the Board had appointed M/s BNP
& Associates, Practising Company Secretaries, to conduct Secretarial Audit for the
financial year 2024-25. The Secretarial Audit Report in Form MR-3 for the financial year
ended March 31, 2025 is annexed herewith marked as Annexure - V and the same forms part of
this report. The Secretarial Auditors' report does not contain any qualifications,
reservations or adverse remarks.
Further, in compliance with Regulation 24A of the SEBI Listing Regulation and Section
204 of the Act, the Board at its meeting held on May 20, 2025, based on the recommendation
of the Audit committee, has approved appointment of M/s. BNP & Associates, Practising
Company Secretaries (Firm Registration No. P2014MH037400), as Secretarial Auditors of the
Company for a term of five consecutive years commencing from F.Y. 2025-26 till FY 2029-30,
subject to approval of the Members at the ensuing AGM. A detailed proposal for appointment
of Secretarial Auditor forms part of the Notice convening this AGM.
AWARDS AND RECOGNITIONS
At 63 moons, our achievements reflect the dedication and passion of our employees. The
recognition we receive is a testament to our commitment to innovation, excellence, and
leadership in the industry.
You Company is proud to share some of the prestigious accolades earned by the
organization and our leadership team during FY 2024?€“25: (1) Dream Companies
to Work For 2025 (Best Workplace Practices) presented by: 33rd Edition of World HRD
Congress (2) Most Innovative Companies presented by: World Innovation Congress 2024 (3)
CEO of the Year Award presented by: World HRD Congress (4) Top Visionary CEO presented by:
National Economic Growth Summit 2024.
Each of these honours highlights our unwavering focus on forward-thinking strategy,
transformative leadership, and building a workplace where innovation thrives.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the financial year 2024-25 for all applicable
compliances as per Securities and Exchange Board of India Regulations and Circulars /
Guidelines issued thereunder.
The Annual Secretarial Compliance Report has been submitted by your Company to the
Stock Exchanges.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
?€? Details relating to deposits covered under Chapter V of the Act.
?€? Issue of equity shares with differential voting rights as to dividend,
voting or otherwise.
?€? Neither the Managing Director nor the Whole-time Director of the Company
receive any remuneration or commission from any of its subsidiaries.
HUMAN RESOURCES
63 moons technologies limited (63 moons) is an equal opportunity provider which ensures
non-discrimination at the workplace. The Company remains committed to its employees and
values each one's contribution in the collective growth. At 63 moons, we believe in
providing a great workplace/ a conducive work culture to emphasize that employees have
freedom to ideate towards its core philosophy of entrepreneurship and innovation while
having fun and joy at work. As of 31 March 2025, the Company has employee strength of 378,
which is decreased by 473 on account of sale of ODIN and MATCH on slump sale basis,
alongwith the concerned employees transferred with the sale during the year under review.
Further, 64 employees have been assigned to 63SATS Cybertech Limited, a Group company
which deals in Cyber Security products and services. Company has currently 378 number of
employees on role out of which 66 are women employees.
The Company strongly believes and promotes transparent communication policy. The Human
Resources Dept. (HR Dept.) has an open door policy to encourage employees to reach out HR.
The HR dept. is trained to, always, be on alert and available for any help sought by the
employees. Most of our systems and processes are automated to ensure that required
information is available anytime to our employees. At 63 moons, we believe in celebrating
the differences and diversity. The organization has mix of people diversely different from
each other in terms of age, experience, qualification, race, cultures, geographic
locations etc. Each one of us is unique and special and we as an organization cherish and
celebrate these differences. Even when we celebrate events, we ensure that each event has
a unique theme so that the maximum number of employees can participate in one or other
event based on their interests, likings and capabilities. We celebrate all the following
festive occasions with equal commitment and fervor. Through innovative HR initiatives, we
empower to motivate employees by participating in various events such as International
Women's Day, Holi Celebration, Independence Day, Ganesh Chaturthi, Navratri Celebration,
Diwali Celebration, JOSH (Annual Sports), Juniors' Day, Annual Party etc. Many wellness
events are arranged for employees such as Yoga, Zumba, Eye check-up, Blood Donation, Scalp
& Skincare and talks on various Health Topics. At 63 moons, we prioritize societal and
reflecting our commitment to social responsibility through impactful CSR initiatives.
Through regular events and programs, we empower employees to engage with and uplift
underprivileged communities, making a tangible difference in society. Such as TATA Mumbai
Marathon, Blood Donation Camp, Tree Plantation at Butterfly Garden. 63 moons participated
by taking initiatives under Corporate Social Responsibility, in association with Srujana
our NGO partner that supports Women Empowerment and motives to uplift the economically
backward women in the society by teaching them skills which would help to earn livelihood.
Also, in association with Anviksha Blood Bank by Deepak's Foundation who help needy
patients with blood and blood products for the past 28 years. An engaged employee is aware
of the business context and works with colleagues to improve the job performance for the
benefit of the organization. The employee goes beyond the basic job responsibility to
delight the customers and drive the business forward. Engagement is closely related to job
involvement and flow.
Along with this, HR communication remains committed to share daily news and updates
over established channels as well as on social media platforms. In addition, MoonQuest
(monthly digital magazine) is used as a timely communication feed providing varied subject
knowledge. All HR initiatives have not only helped us to strengthen our connection with
employees but have also brought in a sense of general wellbeing and happiness at our
workplace. Employee health benefit and engagement programs make 63 moons as one of the
best companies to work.
At 63 moons, Learning & Development is inculcated through functional and behavioral
based soft skill training programs to enhance employee's roles and responsibilities,
conducted through On the Job (classroom training) and Experiential Outbound training.
These are classroom training programs conducted to enrich soft skills that are important
to develop for their job role like communication, presentation skills etc. An experiential
outbound training session fosters team building, a more engaged, resilient and high
performing workforce. The training session includes fun learning group activities based on
skills development for their job roles. Post the training, employees are assessed for the
learnings of the program. Since there were many changes and rotations in the POSH
Committee, we have also arranged training sessions for refreshers and new Inductees in the
existing POSH committee. Employees get feel good factor on first day of joining as they
receive an access card at the entrance post which they have a tea/coffee session with HR
where onboarding process is conducted. Induction program is conducted for new joinees
which helps them to get a detail understanding of company's vision, growth, various
policies and processes. There is also an extension of induction program conducted by
imparting the knowledge on Capital markets. This training helps employees to enhance their
core skills.
The Company is equally concerned about the holistic wellbeing of all employees. Several
employee beneficial programs (Insurance, health care etc.) have been initiated/ are well
placed including new insurance coverage benefits. Chatbot facility is enabled for smooth
transition of claim process and assisting employees to get quick information during
medical emergency. We have managed to negotiate the best premium for all insurance
policies (lesser than previous year) inspite of high claim ratio. Additionally, we have
arranged a full body check-up for our senior management. We have also introduced Insurance
Top-Up scheme for Mediclaim and Term Life coverage for our employees and their families
which has enabled them to have enhanced sum insured coverage. From current year Voluntary
Mediclaim top up policy for new corporate salary accounts has been discounted at half
price as compared to the earlier premium rate.
Structured interventions like our grievance redressal process of Prevention of Sexual
Harassment (POSH), Information Security Awareness (ISA) and Innovative Thinking for our
employees help us to proactively identify and mitigate risks on human rights and any other
organization processes. There are different channels through which employees are made
aware of the importance of opting for provident fund, National Pension Scheme and
employees have positively responded to the same. Company has also registered under
National Apprenticeship Training Scheme where minimum of 2.5% of employee strength is
hired as apprentice. This enables the apprentice to receive government certification after
successful completion of apprenticeship period.
On the policies and process, the organization is most compliant and employee friendly.
As far as Annual leaves are concerned, the HR at 63 moons has taken 'sharing is caring' to
the next level by introducing 'AVADAAN', a Leave Donation Program that allows employees to
donate their accumulated/excess leave voluntarily to their colleagues who are in need in
their difficult time/ health exigencies.
At 63 moons we care for employees' work-life balance hence in addition to the Privilege
leaves, the company has 'Family Bliss' leaves for the anniversary and birthday so that
they can spend time with their near and dear ones on their special day. A
religion-specific holiday has been introduced so that employees can take leave for their
respective religious festival. 63 moons continue to trust the ability and quality of its
Human Resources and has already started working on the next phase of the Company's growth.
The Company treats its employees as integral partners of the organization's growth story.
The Company's attrition number is 17% with focus on retention of Top and Niche talent. At
63 moons, HR team always try to implement the plans and strategies aliening to the vision
of the organisation and grateful to the Top Management for their continued faith, support
and confidence in us that always brings out our best for the betterment of the employees.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank all the Shareholders, Regulatory
Authorities, business associates for their continued support.
Your Directors place on record their deep appreciation for all the employees for their
hard work, dedication and commitment.
Your Directors also place on record their gratitude to the Central Government, State
Government, clients, vendors, financial institutions, bankers and business associates for
their continued support and the trust reposed in the Company.
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