63 Moons Technologies Ltd Directors Report

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 COMPANYS 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 Companys 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 worlds 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 Honble 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 enterprises data centric workflow management system. Possible use cases are - an organizations 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 Honble 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. Honble 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 companys innovative LegalTech solution, we are set to positively transform Indias 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 Honble 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 MCAs 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 NCLTs order. The Company has appealed to the Honble 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 Honble Bombay High Court, challenging the validity of certain Notifications issued under MPID Act. The Honble Bombay High Court pleased to quash and set aside the said Notifications. In appeal, the Honble Supreme Court has set aside the High Courts 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 Honble 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 Honble 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 Honble 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 Honble 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 Honble Bombay High Court and the proceedings in the matter has been stayed by the Honble High Court. The matter is pending for hearing before Honble 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 Honble 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 Honble Appellate Tribunal quashed the provisional attachment orders and imposed conditions with regard to the Company. The Company has filed the appeal before the Honble Bombay High Court for the limited purpose for challenging the conditions put by the Honble Appellate Tribunal. The Honble Court was pleased to admit the appeal. ED has also filed cross appeal, which is tagged with the Companys 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 NSELs 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 NSELs 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 NSELs 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 Honble 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 Honble 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 Companys 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 Companys 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 Companys 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 arms 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 arms 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 Companys risk management processes. The Risk Management Committee regularly reviews and discusses the Companys cybersecurity framework and programs. The Companys 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 Companys robust cybersecurity risk management framework is implemented to identify, evaluate, monitor and report cyber risks for Companys 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 Companys 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 Boards 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 companys 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 Companys 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 Companys 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 ones 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 Womens 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 Deepaks 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 employees 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 companys 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 Companys growth. The Company treats its employees as integral partners of the organizations growth story. The Companys 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.