Director Report

To,

The Members,

Your Directors present the Thirty-fifth Annual Report of your Company together with the Audited Financial Statements for the year ended March 31, 2023.

FINANCIAL PERFORMANCE

Financial Results Standalone and Consolidated

The financial statements for the year ended 31st March, 2023 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.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS Standalone Financials

The total revenue from operations for the year ended March 31, 2023 was at Rs 27,249.38 lakhs as compared to Rs 14,438.82 lakhs for the year ended March 31, 2022.

For the year under review, your Company has reported profit before finance cost, depreciation, exceptional items and tax of Rs 15,514.37 lakhs compared to profit of Rs 161.08 lakhs in the previous year. Profit before tax was Rs 6,886.09 lakhs compared to Loss of Rs 6,293.88 lakhs in the previous year. The net Profit after tax was Rs 2,775.41 lakhs as compared to loss of Rs 6,134.31 lakhs in the previous year.

Consolidated Financials

The consolidated Net Loss for the year ended March 31, 2023 was at Rs. 1,630.88 lakhs as against Rs. 5,317.35 lakhs in the previous year ended March 31, 2022. Shareholders' funds as at the year ended March 31, 2023, was at Rs. 3,09,050.72 lakhs as against Rs. 307,724.30 lakhs as at March 31, 2022. Shareholders' fund includes non-controlling interest of (Rs. 2,450.13) lakhs as compared to (Rs 1,917.97) lakhs in previous year.

Pursuant to the provisions of the Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company. The Company continues to carry out activities as stated in the main object clause of its Memorandum of Association as there has been no change in the nature of its business.

BUSINESS OVERVIEW: FISCAL YEAR 2022-23

Your Company, with a proven track record of creating IT-driven innovations and building world class institutions over the last two decades, has been instrumental in making sure that the markets in which its operate continue to operate uninterrupted and seamlessly without a single glitch.

During the year under review, 63 moons, through its subsidiary company as well as its own initiative, has undertaken a number of initiatives by adopting the emerging technologies like Web 3.0, AI, Machine Learning, Blockchain Technology, Cyber Security, and so on to bring the benefits of technological advancements in the field of fintech space to the masses. Your Company strongly believes that such adoption of newer technologies would help democratise the rich dividends flowing therefrom among its partakers.

Your Company is looking ahead at embracing new-age technologies that are set to revolutionise the digital world. Your Company has been a torchbearer in the technological advancements in the fintech space, providing the necessary support of critical technologies for multi-asset class exchanges, among the other segments.

Brokerage Trading Solutions (BTS) Business

Business has seen a moderate growth in 2022-23. The slowdown in the growth and decline in profitability is due to the ongoing legal issues and brand reputation. Adverse legal environment continues to cause severe headwinds for revenue growth through new client acquisition. Severe increases in the salary expenses post covid and big drop in STP Gate revenue has significantly impacted profitability. The Brokerage Technology Solutions business has continued with enhancements and innovations to its core product suite. The transformations being done to the core product suite will pave the way for higher customer stickiness. While we face severe environmental headwinds, we continue to persevere and maintain our market share.

Exchange Technology Business

Exchange Technology division of your Company takes pride in serving India's largest commodities Exchange, viz Multi Commodity Exchange of India Limited (MCX) and to India's newest Stock Exchange, Metropolitan Stock Exchange of India Ltd. (MSE). As stated in previous year Annual Report, MCX intimated its intentions by serving notice to end services at the end of contract. There were bilateral discussions with MCX on the way forward. MCX was also running RFP process for technology procurement. Your Company found it futile to compete with in RFP and at the same time also continue discussion on proposal submitted to the same company, as there could be conflict. Further the price points of our services were already known. Before conclusion of bilateral discussions, MCX awarded the contract to another vendor and unilaterally closed the discussion. On the eleventh hour in September 2022, MCX requested for extension, and extension for period from 01st October 2022 to 31st December 2022, which was promptly provided. In the last week of December 2022, MCX approached your Company for another extension. This time the extension agreed was for 6 months i.e., for period from 01st January 2023 to 30th June 2023. Another last-minute extension was sought by MCX which is now effective for period from 01st July 2023 to 31st December 2023. These extensions to an extent has delayed the exploring of the emerging opportunities for newer horizons of innovations using the extensive experienced human capital.

Risk Solutions

During the F.Y.2023, the Risk Solutions division successfully completed the third phase of its project on enterprise data flow management for an Indian Regulator, which was commenced during the F.Y. 2022. Thus, a total number of 45 regulated entities have started submitting data to the Regulator using the divisions' application. The division has also successfully onboarded a few Housing Finance Companies (HFCs) as its clients. The division's flagship product has now been deployed to AWS by one of its international regulators and the same is now under UAT. The division has successfully deployed its Value-at-Risk (VaR) product using the Python environment. It has resulted in much faster computation time for a large client portfolio. The division has started research in the area of Business Intelligence towards enhancement of user experience for MIS reports. The division is actively engaged in creating a stand-alone Interest Rate Risk of Banking Book (IRRBB) solution as per the latest RBI guidelines issued in the month of February 2023. The Division has participated in Domestic and International Tenders for its Data Collector Product independently and in association with a Global System Integrator having a committed presence in emerging market economies.

New Vision

Your Company, with technology in its DNA, aspires to lead into a world of new technology and its applications for the benefit of the masses. It is already marching ahead in a new arena of Generative Artificial Intelligence (AI), blockchain technology, machine learning with ChatGPT in its business verticals with an objective to enrich the user experience in the fintech space of brokerage trading solutions, exchange technology, among others. As you are aware, your Company is competent and capable of creating disruptive business models as technology innovation partners which will enable to explore new options in the 12 industry verticals across various sectors including Space-tech to Agri-tech, from Robotics to IoT (Internet of Things) and SMAC (Social Media, Analytics and Cloud) by leveraging next-gen technologies. Keeping the fast-paced world in mind, it has adopted in the Group, the latest aspects of technological advancements in Web 3.0, such as AI, Machine Learning, Blockchain Technology, Cyber Security, among others, to make its solutions one among the top-of-the-line.

Legal matters

In a civil suit filed by L.J. Tanna Private Limited & Ors., the Hon'ble Bombay High Court passed an ad interim order dated September 30, 2015 inter alia restraining Company from distributing any dividend or depositing the same in the dividend distribution account in accordance with the provisions of the Companies Act, 1956, pending the final hearing and disposal of the Notice of Motion. The matter is pending before the Hon'ble Bombay High Court. In compliance to the order, the Company has not distributed the final dividend to the shareholders pursuant to the directions of the Hon'ble Bombay High Court.

The Union of India, through the Ministry of Corporate Affairs ("MCA") has filed the Company Petition before the Company Law Board, inter-alia seeking removal and supersession of the Board of Directors of the Company. The NCLT has as interim arrangement with consent formed a committee for certain matters. In Appeal, NCLT dismissed the prayer of MCA for removal and supersession of the entire Board of the Company and ordered MCA to nominate three directors on the board of the Company. The NCLAT was pleased to uphold the NCLT Order. The Company has filed appeal before the Hon'ble Supreme Court challenging the orders passed by NCLAT & NCLT wherein Hon'ble Supreme Court has granted stay on appointment of three Govt. Nominee Directors on the Company and matter is pending for hearing. The Government of Maharashtra issued various Notifications under MPID Act attaching properties of the Company. The Company had filed the Writ Petitions before the Hon'ble Bombay High Court, challenging the validity of said Notifications. The Hon'ble Bombay High Court pleased to quash and set aside the said Notifications. In the Appeal filed before the Hon'ble Supreme Court against the order of Hon'ble Bombay High Court, the Hon'ble Supreme Court has set aside the High Court order and held that all the Notifications issued under MPID Act are valid. The Company pursuing its remedy before Designated Court. 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 Company filed appeal before Hon'ble Appellate Tribunal challenging said attachment. 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. The said appeal is pending for hearing. ED has also filed cross appeal, which is tagged with the Company's appeal.

Except as stated above and for matters stated as "Explanation to the Qualifications in Auditor Report", 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 24, 2023 on the Standalone Financial Statements for the year ended March 31, 2023 is as under:

1) With respect to qualification A in Auditors Report, explanation of the Management is as under: i) The Company has investments of Rs 20,000 Lakhs (face value) in Secured Non-Convertible Debentures issued by IL&FS Transportation Networks Ltd (ITNL) (subsidiary of Infrastructure Leasing & Finance Ltd – IL&FS) which were rated "A" by the rating agencies at the time of purchase and was also secured by way of charge on certain assets of ITNL. In earlier years, ITNL has defaulted in payment of interest and rating agencies have revised the credit ratings to the lowest category ‘D' i.e. default. National Company Law Tribunal (NCLT) has superseded the then existing Board of Directors of the IL&FS and the new board was appointed on the recommendation application of the Union of India. Resolution process has been initiated under Companies Act by the New Board under the supervision of National Company Law Appellate Tribunal (NCLAT), in addition to various investigations and legal proceedings. The Company has filed its claim for the bonds held and also taken various measures including filing legal Civil Suit, cases against specified parties at appropriate forum. The outcomes of legal matters are pending. The new Board of IL&FS from time to time submitted various progress reports including the resolution framework for the IL&FS Group to Hon'ble NCLAT. During the resolution process, Hon'ble NCLAT has approved the Revised Distribution Framework proposed by the New Board for distribution of cash received in financial bid amount / termination amount / settlement amount or by way of units created by InvIT. According to the estimated distribution to the secured creditors of ITNL provided by the New Board of IL&FS based on the estimated realization value and various progress of the resolution process time to time, without prejudice to its rights, the Company has impaired the investment for the expected credit loss by Rs 7,500 lakhs till March 31, 2022 and further impaired / written off the investment by Rs 4,136.55 lakhs during the current year.

2) With respect to qualification B in Auditors Report, explanation of the Management is as under: i) a) Post July-2013, civil suits have been filed against the Company in relation to the counter party payment default occurred on the exchange platform of NSEL, wherein the Company has been made a party. In these proceedings certain reliefs have been claimed against the Company, inter-alia, on the ground that the Company is the holding company of NSEL. These matters are pending before the Hon'ble Bombay High Court for adjudication. The Company has denied all the claims and contentions in its reply. There is no privity of contract between the Company and the Plaintiffs therein. The management is of the view that the parties who have filed the Civil Suits would not be able to sustain any claim against the Company. These matters are pending for hearing before the Hon'ble Bombay High Court.

b) First Information Reports (FIRs) have been registered against various parties, including the Company, with the Economic Offences Wing, Mumbai (EOW) and Central Bureau of Investigation (CBI) in connection with the counter party payment default on NSEL trading platform. After investigation, EOW, Mumbai has presently filed various charge-sheets in the matter. The Company has been named in the charge sheet filed in December 2018. CBI has filed charge-sheets including against the Company for alleged loss caused to PEC Ltd. & MMTC Ltd on NSEL platform and aforesaid cases are pending for trial before Court.

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

d) The SFIO has filed complaint with the Hon'ble Sessions Court under various sections of IPC and Companies Act against several persons/ entities including the Company. The Company has challenged the issuance of process order before the Hon'ble Bombay High Court and the proceedings in the matter has been stayed by the Hon'ble High Court. The matter is pending for hearing before Hon'ble Bombay High Court.

ii) The Company had filed the Writ Petitions before the Bombay High Court challenging inter alia, the provisions of the MPID Act are violative of the Constitution and the validity of various Notifications and corrigendum attaching the assets of the Company issued under the provisions of the MPID Act. The Hon'ble Bombay High Court pleased to quash and set aside the said impugned Notifications. In appeal, Hon'ble Supreme Court has set aside the High Court order and held that all the Notifications issued under MPID Act are valid. The Company is in process of pursuing its remedy before MPID Court against said Notifications.

iii) The Enforcement Directorate(‘ED') has attached certain assets of the Company under the provisions of the Prevention of Money Laundering Act, 2002(PMLA). The three Provisional Attachments Orders had been confirmed by the Adjudicating Authority. The Hon'ble Appellate Tribunal quashed the provisional attachment orders and imposed conditions with regard to the Company. The Company has filed the appeal before the Hon'ble Bombay High Court for the limited purpose for challenging the conditions put by the Hon'ble Appellate Tribunal. The Hon'ble Court was pleased to admit the appeal and clarified that the later part of the impugned order shall not govern the Company. ED has also filed cross appeal, which is tagged with the Company's appeal. The matters are pending for hearing. Meanwhile, ED filed a prosecution complaint before the Spl. PMLA Court, Mumbai against the Company and the same is pending for trial.

B. Audit Report on Consolidated Financial Statements

The Management explanation for qualifications made by the Statutory Auditors in their Independent Auditors Reports dated May 24 , 2023 , on the Consolidated Financial Statements for the year ended March 31, 2023 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, 2023 which has been reproduced by the Statutory Auditors of the Company (63moons) in their Independent Auditors Report (Auditors Report) dated May 24, 2023 on the Consolidated Financial Statements for the year ended March 31, 2023, 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 Statement.

ii) With respect to qualification 2B in Auditors Report, explanation of NSEL's Management is as under: Majority in value of the trade and other receivables, loans and advances etc. are under litigation / subject to court orders. Where amount is doubtful for recovery, Company has either made provision or disclosed the reason for non-provisioning. Company is making full efforts for recovery of the amount.

DIVIDEND

Your Directors have recommended a dividend of Rs.2/- per share (i.e.100%) on the face value of Rs.2/- per share for the F.Y. 2022-23. 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:

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, could not be paid as the Hon'ble Bombay High Court vide its 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).

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.

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 in point (a) 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: 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 2020-21 is subject to appropriate judicial order, relevant communication relating to TDS would be sent to Shareholders after receipt of applicable judicial order.

UNPAID / UNCLAIMED DIVIDEND

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, Rs 8.59 lakhs of unpaid / unclaimed dividends were transferred during the financial year 2022-23 to the Investor Education and Protection Fund.

TRANSFER TO RESERVES

Your Company does 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, 2023, 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 18 subsidiaries (including step-down subsidiaries) as on March 31, 2023 out of which three are under liquidation. 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. 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. Bourse Africa Limited (BAL) (subsidiary of FTGIPL) the step-down subsidiary of your Company was liquidated w.e.f. 03rd December 2022. Further, Financial Technologies Middle East- DMCC (subsidiary of FTGIPL) is under liquidation. The voluntary liquidation process of IBS Forex Ltd. and Riskraft Consulting Ltd. (Riskraft) is yet to be completed.

During the previous year, Ticker Limited, a Subsidiary of the Company incorporated two wholly owned subsidiaries namely 3.0 Verse Limited, Mumbai and Three O Verse Global IT Services LLC, Dubai, resulting in creation of two step down subsidiaries for 63 moons technologies limited.

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 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.

The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company's website at the link: 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 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 3500 lakhs in terms of the shareholders' approval obtained in 2022. Except for the transaction with NSEL, 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. 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. 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. During the year, the Company has been awarded CSR Leadership Award by World CSR Congress under Global CSR Excellence & Leadership award, as recognition of CSR program done by your Company. Also awarded in special category for support and improvement in Quality Education.

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: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.

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, 2023.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2023, the Company has nine Directors comprising of two Executive Directors and seven Non-Executive Directors, out of which four are Independent Directors. There is one Women Director. At the Annual General Meeting of the Company held on September 27, 2022, 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. Further, the first term of 2 consecutive years of Mr. Suresh Salvi (DIN: 07636298) and Mr. Kanekal Chandrasekhar (DIN: 06861358), Independent Directors of the Company would be ending on 17th September 2023. The Nomination & Remuneration Committee after duly considering the present need to have minimum 3 Independent Directors, operational and legal situation and the future requirements of the Company in terms of skills and expertise, has recommended the re-appointment of Mr. Kanekal Chandrasekhar for a second term comprising of five years. Accordingly, the Board recommends the re-appointment of Mr. Kanekal Chandrasekhar for the consideration of the Members of the Company at the ensuing Annual General Meeting. The Board at its meeting held on 08th August 2023, appointed Mr. Kanekal Chandrasekhar as Additional Director (Independent Category) w.e.f. 18th September 2023, subject to approval by shareholders at the ensuing AGM as Independent Director. Mr. Suresh Salvi would cease to be an Independent Director of the Company on the expiry of his term on 17th September 2023. The Board wishes to place on record its appreciation for the services rendered by Mr. Salvi during his tenure as Non-Executive Director and Independent Director upto September 17, 2023 with the Company. Mr. Rajendran Soundaram (DIN: 02686150) was reappointed by the members by way of postal ballot, as Managing Director & CEO for a period of three years commencing from June 01, 2023 till May 31, 2026, not liable to retire by rotation. Similarly, Mr. Devendra Agrawal (DIN: 03579332) was also re-appointed by the members by way of postal ballot, as Whole-time Director & CFO for a period of three years commencing from May 27, 2023 till May 26, 2026, liable to retire by rotation.

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. 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 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

Pursuant to the provisions of the Companies Act, 2013, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the SEBI on January 5, 2017, 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 21, 2023, 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 6 (Six) times during the financial year. 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 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.

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 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 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.

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: 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: 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 employees. During the FY 2022-23, the Company has not received any complaints on sexual harassment and hence no complaints remain pending as of March 31, 2023.

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, 2023.

SECRETARIAL STANDARDS

The Company is in compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Sharp & Tannan Associates, Chartered Accountants, Mumbai (Regn. No. 109983W) were appointed as the Statutory Auditors of the Company at the Annual General Meeting (AGM) held on September 19, 2019 for a period of five years on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. M/s. Sharp & Tannan Associates have confirmed their eligibility and qualification for continuing as Auditors of the Company for the remainder of their term.

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 has appointed M/s BNP & Associates, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 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.

AWARDS AND RECOGNITIONS

There was a big shoutout to the entire team of 63 moons at World HRD Congress event, Awards were presented to our MD & CEO at various Forum. 63 moons have been awarded in categories of Maharashtra State Best Employer Brand 2022 given by World HRD Congress at 17th Employer Branding Awards, TOP Organizations with Innovative HR Practices awarded by Times Ascent Asia Pacific HRM Congress Award 2022, India's Most Trusted IT Company 2022 awarded by IBC Info Media Pvt. Ltd. - International Brand Consulting Corporation - USA, CEO with HR Orientation awarded by Asia Pacific HRM Congress, Most Preferred Workplaces in Sector IT & ITES 2022 awarded by Marksmen Daily, Best Employer Brand at National Best Employer Brands Awards, Best Cyber Security by The Corporate TITAN Awards, Asia's Most Trusted Companies awarded by IBC Corporate Awards, Emerging Company of the Year awarded by Global HR Excellence Awards. The CSR Leadership Award , Best Support & Improvement in Quality of Education awarded in categories of Global CSR Excellence & Leadership Awards 2022. Ticker Ltd. (formerly Tickerplant Ltd.), one of our subsidiary, also received the award in the category of "Dream Companies To Work For".

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2022-23 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 2023, the Company had employee strength of 794 (increased by 14% YoY) 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. We have implemented new HRMS and Payroll system to improve the productivity and efficiency through efficient management of HR & Payroll processes. HR Dept. has begun various cross functional communication channels, such as departmental meets and HOD meets. In addition, MoonQuest (monthly digital magazine) is used as a timely communication feed providing varied subject knowledge. At 63 moons we celebrate almost all the special days by imparting knowledge on varied topics and by doing something special for the employees to keep employees motivated while maintaining their work and life balance.

Post the Pandemic on high demand, the most popular event among employees, was back with few surprise elements – JOSH Reloaded 2023. This was a league competition spread across 2 weeks for indoor as well as outdoor games. Playing sports has proven to be an excellent method to rejuvenate mindset, improves communication, imbibes discipline, increases self-esteem, creates focused attitude, resilience, develops time management, team building, etc. We also make sure that the wellness of our employees is ascertained by providing the facility of Doctor-On-Site (at office) or on call which is extended to the family members of our employees too. Many wellness events are arranged for employees such as Yoga, Zumba, Eye check-up, Blood Donation, Scalp & Skincare and talks on various Health Topics. We ensure all the employees take part in the employee connect activities. Along with this, HR communication remains committed to share daily news and updates over established channels as well as on social media platforms.

A number of employee beneficial programs (Insurance, health care etc.) have been initiated/ are well placed. There are also new coverage benefits added in the Mediclaim policy keeping the current pandemic in mind. Considering wellbeing of our senior employees, we have rolled out the best Health Packages for them.

63 moons firmly believe in equality of all religions; hence the Company celebrates all festivals with similar zeal. Apart from festive celebrations, we also rejoice with yearly recurring number of events for employees which help employee engagement and manages work life balance. All these events receive whole-hearted participation from our employees. All our HR initiatives have not only helped us to strengthen our connect with employees but have also brought in a sense of general wellbeing and happiness at our workplace. Employee health benefit and engagement programs makes 63 moons as one of the best companies to work. 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 continues 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.

While the Company continue to hire talent from outside, it also ensures that there is a required investment done to scale up the internal talent by providing behavioural trainings along with domain expertise. The classroom training like training on Crucial Conversation Skills were completed with full enthusiasm. In view of induction of new members in the POSH Committee, we have also arranged training sessions for fresher and new Inductees in the existing POSH committee. There is also an extension of induction program conducted by imparting the knowledge on Capital markets, Agile technologies. This training helps employees to enhance their core skills. A special program was arranged by our Senior Management wherein our employees were privileged and got blessed with positive & cosmic energy by Rashtrasant Param Gurudev Shree Namramuni Maharaj Saheb Muni ji has addressed us on achieving Mental Peace and Revival of energy at workplace. The Company's attrition number is 18% with focus on retention of Top and Niche talent. 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.

63 moons shall strive to continue to make efforts to ensure not to miss on any process, like training and engaging employees through the online mode of communication by organising virtual / classroom session to upscale employees knowledge and participation.

63 moons believes in giving back to the Society and support Society, by taking initiatives under Corporate Social Responsibilities (CSR). 63 moons participated 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 them to earn livelihood. Also, in association with Anvishka Blood Bank by Deepak's Foundation who help needy patients with blood and blood products for the past 28 years. At 63 moons, HR Team always try to implement the plans and strategies aligning to the vision of the organization and grateful to the Top Management for their continued faith, support and confidence that always brings out our best for the betterment of the employees.

ACKNOWLEDGEMENT

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.

Your Directors take this opportunity to thank all the Shareholders, Regulatory Authorities, business associates for their continued support.