We have audited the accompanying Standalone Financial Statements of 63 moons technologies limited (hereinafter referred
as "the Company"), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including other
comprehensive income), the Statement of Cash Flows and the Statement of Changes In Equity for the year then ended and
notes to the Standalone Financial Statements, including a summary of material and significant accounting policies and other
explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects
of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid Standalone Financial Statements give
the information required by the Companies Act, 2013 (hereinafter referred as "the Act") in the manner so required and give a
true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015 as amended (hereinafter referred as "Ind AS") and other accounting
principles generally accepted in India, of the state of affairs (financial position) of the Company as at March 31, 2025, and its
profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended
on that date.
BASIS FOR QUALIFIED OPINION
As stated by the Management of the Company in Note 49 (a) to the Standalone financial statements, Civil Suits have been filed against
the Company in relation to event occurred on National Spot Exchange Limited trading platform. These matters are pending at various
stages of adjudication. As stated in the said note, the management of the Company does not foresee that the parties who have filed
Civil Suits would be able to sustain any claim against the Company. In addition, as stated by the management in Note 49 (b, c, d, e)
to the Standalone financial statements, there are First Information Reports ("FIR")/ complaints/ charge-sheets/ orders/ notices registered/
received against various parties including the Company from/ with the Economic Offences Wing of the Mumbai Police (EOW), Central
Bureau of Investigation (CBI), Home Department - Government of Maharashtra under MPID Act, the Directorate of Enforcement and
the Serious Fraud Investigation Office (SFIO). Above matters are pending at various stages of adjudication/investigation.
In this regard, the Management and those charged with Governance have represented to us that other than as stated in the said notes
to the Standalone financial statements, there are no claims, litigations, potential settlements involving the Company directly or indirectly
which require adjustments to/disclosures in the Standalone Financial Statements.
Accordingly, in view of above representations regarding legal matters at various stages of adjudication and ongoing investigations/
matters, the outcome of which is not known and is uncertain at this stage, we are unable to comment on the consequential impact
in respect of the same on the Standalone Financial Statements for the year ended 31 March 2025.
We conducted our audit in accordance with the Standards on Auditing (hereinafter referred as "SAs") specified under section
143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's responsibilities for the audit of the
Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of
Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant
to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit
opinion.
EMPHASIS OF MATTERS
1. We draw attention to the Note 43 to the Standalone Financial Statements which describes that The Company has investments
of ? 20,000 Lakhs (face value) in Secured Non-Convertible Debentures issued by IL&FS Transportation Networks Ltd (ITNL)
(subsidiary of Infrastructure Leasing & Finance Ltd - IL&FS). Resolution process has been initiated under Companies Act
under the supervision of National Company Law Appellate Tribunal (NCLAT). The Company has filed its claim and also taken
various measures including filing legal cases against specified parties at an appropriate forum. During the resolution process,
as approved by Hon'ble NCLAT, ITNL has made partial interim distribution to the creditors including Company and Company
has received during the current year ? 1,333.18 Lakhs (? 1,644.82 lakhs during the previous year ended March 31,2024) and
32,00,000 units of the Roadstar Infra Investment Trust InvIT - 2025 scheme of at issue price of ? 100/- per unit. The Company
without prejudice to its rights had impaired the investment for the expected credit loss by ? 11,636.55 lakhs till 31 March
2024 and has written off above-mentioned amounts in respective years. In view of the uncertainty about further distribution,
adopting conservative approach, the Company has impaired and written off additional amount of ? 1,920.55 lakhs during
the quarter and year ended March 31, 2025 which is included under Exceptional items in financial statements.
2. We draw attention to Note 44 to the Standalone Financial Statements which describes that The Company has investments
in 9% Yes Bank Perpetual Additional Tier I (AT-1) Bonds amounting to ? 30,000 Lakhs (face value). The Final Reconstruction
Scheme of Yes Bank had excluded the writing off AT-1 bonds. However, Yes Bank through Administrator informed the stock
exchanges that Additional Tier I Bonds for an amount of ? 8,415 crores were written down permanently which led to legal
action by the trustees of the issue and by the Company. The Hon'ble Bombay High Court quashed and set aside the decision
by Administrator of Yes Bank to write off Additional Tier 1 (AT-1) bonds which is challenged by Yes Bank and RBI before the
Supreme Court where the matter is stayed subject to the final order to be passed by the Supreme Court. In view of the
uncertainty prevailing in the matter and irrespective of the decision in the case, the Company expects an impairment. Hence,
adopting a conservative approach, the Company has impaired and written off amount of. ? 10,000.00 lakhs during the current
quarter and year ended March 31, 2025 which is included under Exceptional items in financial statements.
3. We draw attention to Note 46 to the Standalone Financial Statement which describe that The Board of Directors of the
Company, in its meeting held on 18.02.2025 approved the participation and support of the Company to the Scheme of
Arrangement between National Spot Exchange Limited ("NSEL") and the Traders ("Specified Creditors" i.e., investors having
outstanding claims above 10 lakhs). The Board also approved the payment of Rs. 1,950 Crore as the settlement amount
("Settlement Amount"), in accordance with the terms of the Scheme, towards a One-Time Full and Final Settlement ("OTS")
of the claims of Rs.4610 Cr. Approx. to 5682 Specified Creditors. This Scheme of Arrangement ("Scheme") came into place
on the initiative of an investors' association called NSEL Investors Forum ("NIF") who came up with a proposal for OTS between
the investors, NSEL and the Company to bring an end to all the litigations and to settle the claims of the investors. The
Scheme entails payment of a Settlement Amount of Rs.1,950 Crore by the Company to the Specified Creditors in proportion
to their outstanding claims as on 31.07.2024. The Scheme envisages that on payment of the Settlement Amount of Rs.1,950
Crore, it would result in closure of proceedings against NSEL, 63 moons and the Persons in 63 moons Group (as defined in
the Scheme) and release and discharge of liabilities from the Specified Creditors' Claims and removal of restraints in dealing
with its properties. The Scheme entails full assignment of Specified Creditors' Claims to the Company on payment of the
Settlement Amount.
The Company was informed by NSEL that as per the report dated 19.05.2025 received from the Scrutinizer appointed by the
National Company Law Tribunal, Mumbai ("NCLT") for convening the meeting of the Specified Creditors to vote on the
Scheme through postal ballot with a facility of voting through electronic means (e-voting), the Scheme has been duly
approved in number 92.81% of Specified Creditors and value 91.35% in accordance with section 230 and the relevant
provisions of the Companies Act 2013.
Our opinion is not modified in respect these matters of emphasis.
KEY AUDIT MATTERS
Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone
Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial
Statements taken as a whole; in forming our opinion thereon and we do not provide a separate opinion on these matters. Apart
from 'Basis for qualified opinion' we have determined the key audit matters as described below:
A. Determination of fair value of carrying amount of investments
B. Accounting treatment for contracts with customer
C. Contingent liabilities
A. Determination of fair value of carrying amount of investments
Description of key audit matter
The Company has investments net of provision of Rs. 66,872.13 Lakhs as at March 31 2025, consisting of investments in the
equity instruments of subsidiaries, third party bonds, mutual funds, other equity instruments etc. and are valued as per Ind
AS 109, "Financial instruments". By their nature, these are subjected to various factors related to respective investee entities
including but not limited to, economic factors, business dynamics, financial performance etc. and impact a fair valuation of
these investments. Accordingly, this necessitates a close monitoring by the management of these situations and judgement,
based on appropriate evaluation criteria to arrive at a fair value of carrying amounts of these assets as at balance sheet date.
Against this background, this matter was of significance in the context of our audit.
Description of Auditor response
We have carried out a comparison between carrying value of investment as at balance sheet date and net worth as reflected
by latest audited financials of investee companies. Wherever carrying amount of investment is more than the net-worth of
investee Company we have discussed and enquired with the management the process followed by them to identify
permanent diminution, if any, in the value of investment and necessary accounting treatment adopted in the books. In
addition, management has provided us with the future business plans, wherever necessary and how in their business
judgement such gap between investment and net-worth of the investee is either compensated with improving business
conditions or valuations of such entities. Going forward our regular audit procedures are designed to keep a follow up on
outcomes of these management assertions.
B. Accounting treatment for contracts with customer
Description of key audit matter
Revenue amounting to Rs. 11,816.02 Lakhs including operation of discontinuing operation reported in the Company's
financial statements pertains to customer specific contracts and the same are required to satisfy the recognition and
measurement criteria as prescribed in IND AS 115, 'Revenue from Contracts with Customers'. Company's revenue is bifurcated
into two main parts (a) revenue from software products (IPR based licenses) and (b) revenue from software services. Certain
contracts necessarily involve estimations and certain assumptions to be made by the management in determining the
quantum of revenue to be recognised in specific period. This inherently creates certain uncertainties and results in
complexities in accounting treatment wherein incorrect assumptions and estimates can lead to revenue being recognised
in incorrect accounting periods thereby impacting the results. Considering these factors, in the context of our audit this
matter was of significance and hence a key audit matter.
Description of Auditor’s response
With a view to verify the reasonableness of the revenue accounting we carried out following procedures:
a) Understanding the internal control environment for revenue recognition and to test check with a view to verify its
operating effectiveness;
b) Major contracts were read and analysed to verify correctness of accounting of revenue as calculated by the Company's
Management;
c) Discussed with the management process of identification of variable consideration and verified the working on test basis;
d) Verified the working of unbilled revenue and unearned revenue on test basis;
e) Performed analytical procedures and obtained reasons for major variances;
f) Ensured that revenue is recognized in accordance with accounting policy of the Company and Ind AS 115;
C. Contingent liabilities
Description of key audit matter
Contingent liabilities as at March 31, 2025 amounted to Rs. 24,352.11 Lakhs, which mainly include pending income-tax
matters and certain legal cases other than those forming basis for our qualified opinion. Contentious income tax matters
relate to interpretational differences between the Company and various tax authorities, certain matters subjected to internal
circulars and guidelines within tax authorities irrespective of stated legal provisions sometimes requiring decision making
only by higher tax authorities through appellate procedures resulting in delays in outcome. Given the current legal and
operational embargo that the Company is facing, it is subjected the multiple litigations by and on the Company sub-judice
at various courts and levels requiring the Company's Management to exercise significant judgement on these outcomes to
determine the liabilities that are contingent in nature. Considering these factors, in the context of our audit, this matter was
of significance and hence a key audit matter.
Description of Auditor’s response
With a view to ensure that disclosures made by the Company in Note 33 to the Standalone Financial Statements, are
determined appropriately and prudently, we obtained information of pending income-tax matters from the Company and
have obtained/verified the documents including the communication with the departments provided by the Company. In
addition, we have carried out comparison with respect to previous year and obtained/reviewed documentation for additional
tax matters arisen during the year. Our tax team has carried out discussions with the Company’s internal tax team on these
cases mainly with respect to issues raised by various tax authorities in their communication to the Company to substantiate
Company’s assessment that there are no present obligations perceived.
With respect to legal cases disclosed to us, we have obtained updates on pending cases from the management and discussed
it with the Company’s internal legal department, wherever necessary. We carried out a comparison between the latest status
and immediate previous status. While comparing, we have tried to ascertain the appropriateness, without being judgemental,
of the management judgement exercised in updating to the latest status and have tried to evaluate an impact on such
ascertainment of whether the Company liabilities to which it is contingently liable are appropriately ascertained with
prudence principle.
INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR'S REPORT THEREON
(HEREINAFTER REFERRED AS "OTHER INFORMATION")
The Company’s Management and Board of Directors are responsible for the other information. The other information comprises
the information included in the Directors’ Report including any annexures thereto, Corporate Governance Report and Management
Discussion and Analysis, but does not include the Standalone Financial Statements and our auditor’s report thereon.
These reports are expected to be made available to us after the date of this auditor’s report. Our opinion on the financial
statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the
Standalone Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When
we read these reports, if we conclude that there is material misstatement therein, we are required to communicate the matter
to those charged with governance and describe actions applicable as per applicable laws and regulations.
RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL
STATEMENTS.
The Company's Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with
respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position,
financial performance, cash flows and changes in equity of the Company in accordance with the accounting principles generally
accepted in India, including the Ind AS. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.
In preparing the Standalone Financial Statements, Company’s Management and Board of Directors are responsible for assessing
the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management and Board of Directors either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so. The Board of Directors are responsible for overseeing the Company’s
financial reporting process.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
Standalone Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:
A. Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the
Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management and Board of Directors.
D. Conclude on the appropriateness of management and Board of Directors' use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a
going concern.
E. Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures,
and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves
fair presentation.
Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial
Statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe
these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the Central Government of India in
terms of section 143(11) of the Act, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and
4 of the Order, to the extent applicable.
2. As required by section 143 (3) of the Act and based on our audit, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit;
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from
our examination of those books;
c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), Statement of Changes In
Equity and the Statement of Cash Flows dealt with by this report are in agreement with the books of account;
d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under section 133 of the
Act, read with rule 7 of the Companies (Accounts) Rules, 2014, except for the effects, if any, of the matters described in
the basis for qualified opinion paragraph;
e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the
Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms
of section 164 (2) of the Act;
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate report in "Annexure B"; our report expresses an unmodified opinion
on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting;
g) With respect to the other matters to be included in the auditor's report in accordance with the requirements of section
197(16) of the Act, as amended, we report that in our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with
the provisions of section 197 of the Act; and
h) With respect to the other matters to be included in the auditor's report in accordance with rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:
i. The Company has disclosed the impact of pending litigations as at March 31, 2025 on its Standalone Financial
Statements, to the extent it is ascertainable [Refer Note 33 to the Standalone Financial Statements and 'Basis for
Qualified Opinion'].
ii. The Company does not have any outstanding long-term contracts including derivative contracts as on March 31,
2025.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Company.
iv. Reporting on rule 11(e):
(a) The Management has represented that, to the best of its knowledge and belief, as stated in Note no. 40 (2), no
funds (which are material either individually or in the aggregate) have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in
any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented, that, to the best of its knowledge and belief, as stated in Note no. 40 (2), no
funds (which are material either individually or in the aggregate) have been received by the Company from any
person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded
in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures that has been considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and
(ii) of rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. The dividend for the current and previous years is proposed/declared but cannot be paid due to restrictions imposed
pursuant to the directions of the Court is in accordance with section 123 of the Act, as applicable. [Refer Note 47 to the
Standalone Financial Statements]
vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules,2014 is applicable from 1 April 2023 however
reporting under Rule 11(g) of the Companies (Audit and Auditor) Rules, 2014 on preservation of audit trail as per statutory
requirements for record retention is not applicable for the financial year ended 31 March 2025.
vii. Based on our examination which included test checks, the company has used an accounting software for maintaining its
books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the
year for all relevant transactions recorded in the software and operated throughout the year for all relevant transactions
recorded in the software. Further, during the course of our audit we did not come across any instance of the audit trail
feature being tampered with.
3. Other Matters-Opening Balances
The financial statements of the company for the year ended 31st March 2024 were audited by another auditor who expressed a
modified opinion on those statements dated 24th May 2024. As a part of our audit of the current period, we have relied on the
opening balances as reported by the predecessor auditor, which have been properly brought forward and reflected the application
of applicable accounting policies. Our audit procedures included reading the prior period financial statements and predecessor
auditor's report thereon, and performing procedures and considered necessary to obtain sufficient and appropriate evidence
regarding the opening balance.
For Chaturvedi Sohan & Co
Chartered Accountant
FRN: 118424W
Chaturvedi VN
Partner
M.No:106403 Place: Mumbai
UDIN: 25106403BMIDPD8583 Date: 20-05-2025
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