63 Moons Technologies Ltd

RPT: FTSPL and TICKER

• Ordinary resolution approved related party transaction between FTSPL and TICKER Limited; Promoter Group abstained; 99.994% in favour.

Target background

• Quantblock Technovation Private Limited is a wholly owned subsidiary of Ticker Limited.
• Quantblock provides trading platform services as an information technology solutions company in India.
• Incorporated on May 9, 2025; turnover for 2025-26 was Rs 0 lakh.
• Presence: India.

Deal terms

• Rights allotment: 89,00,000 equity shares to Ticker on Aug 8, 2026.
• Cash consideration: Rs 89 lakh.
• Completion: Completed on August 8, 2026.
• Post-transaction ownership: Ticker holds 100% of Quantblock.

Related party and approvals

• Quantblock is a related party via Ticker, a step-down subsidiary of 63 Moons.
• Intercompany approvals under Companies Act 2013 are not applicable.
• Rights issue exemption as related party under Listing Regulations.
• Regulatory approvals: Not applicable.
• Industry: Information Technology Solutions.

Rationale and background

• Investment is to meet Quantblock's working capital requirements.
• Turnover 2025-26: Rs 0 lakh; PAT loss Rs 548.32 lakh; Networth Rs 361.68 lakh.
• Incorporated May 9, 2025; presence in India.

Fundraising by subsidiary

• Ticker raised funds via private placement of 18,518,516 shares at Rs 27 each (including Rs 26 premium).
• Post allotment, 63 Moons' ownership in Ticker is 66.76%.
• Total funds raised amount to Rs 499,999,932.

Standalone results

• Standalone total income for Q1 FY27 ₹7,112.98 lakhs; operating income ₹3,611.90; other income ₹3,501.08.
• Profit before tax from continuing operations ₹400.62 lakhs; net profit from continuing operations ₹314.88 lakhs.
• Standalone exceptional items ₹(1,500.00) lakhs in the quarter.
• Earnings per share (basic/diluted) ₹0.68.
• FY26 standalone annual net profit ₹17,469.49 lakhs; EPS ₹37.90.

Consolidated results

• Consolidated total income for Q1 FY27 ₹17,207.19 lakhs; revenue from operations ₹13,632.32; other income ₹3,490.64.
• Net profit after tax from continuing operations ₹(3,968.19) lakhs.
• Consolidated segment revenue ₹13,716.55; IT Solutions ₹12,817.17; Others ₹904.63; inter-segment ₹5.25.
• Consolidated net segment results ₹(4,791.20) lakhs.
• Unallocable income ₹3,490.64; unallocable expenses ₹3,295.02.
• Profit before tax from continuing operations ₹(4,628.87) lakhs.
• Earnings per share (basic/diluted) ₹(8.61).

Dividend & capital actions

• Final dividend proposed: ₹2 per share; cash outflow ₹921.57 lakhs; subject to shareholder approvals.

NSEL scheme & litigation updates

• NSEL Scheme: 92.81% of creditors by number; 91.35% by value; sanctioned by NCLT on 28 Nov 2025.
• Settlement amount ₹1,950 crore; aims to settle outstanding creditor claims.
• Ongoing civil suits, FIRs, and investigations; management does not foresee recoverable liability; qualified conclusions noted.
• ITNL investment impairment: ₹20,000 lakhs invested; impairment ₹13,557.10 lakhs; interim distributions ₹7,228.49 lakhs received; ₹0.87 crore expected remaining.
• Yes Bank AT-1 bonds impairment ₹10,000 lakhs recognized earlier; emphasis of matter by auditors.

Auditor remarks & risks

• Independent auditor’s limited review for standalone/consolidated results issued with qualified conclusions due to ongoing matters.
• Basis: civil suits, FIRs, and investigations; outcome uncertain; management does not anticipate material adjustments.

Business model & segments

• Core segment: Software services/IT Solutions; Other services include NBFC-related activities.
• Group comprises multiple domestic and foreign subsidiaries, including NSEL entities.

Meeting Details

• Date of meeting: 12 August 2026; time and venue not disclosed.
• Agenda: consider unaudited standalone and consolidated results for quarter ended 30 June 2026.

Key Agenda Items

• Approval of unaudited standalone and consolidated financial results for quarter ended 30 June 2026.

Other Notes

• Trading window closed for 48 hours after results are made public on 12 August 2026.

Key court progress

• MPID Court allows 63 Moons' application to effect NSEL OTS scheme with specified creditors
• Attachment of company assets under 2018 notification cancelled, subject to conditions
• NCLT Mumbai had previously approved the Scheme; further orders sought to effect it
• Additional asset releases expected soon to enable final OTS execution
• Company pursuing Orders from Courts/Forums to implement the Scheme

Target overview

• Ticker Limited is an Indian unlisted public technology company providing IT-enabled ecosystem and services.
• Industry: Technology; presence primarily in India.

Transaction details

• WOS Financial Technologies Singapore Pte. Ltd. acquired 7,958,300 equity shares in Ticker Limited.
• Total cash consideration: Rs 21.49 crores.
• Acquisition completed on July 13, 2026.

Financials and size

• Turnover: 2025-26 Rs 27.00 Lakhs.
• Turnover: 2024-25 Rs 67.99 Lakhs.
• Turnover: 2023-24 Rs 1,537.28 Lakhs.
• Net worth as of 31 Mar 2026: Rs 20,101.85 Lakhs.
• Paid-up capital: Rs 1,74,96,63,095.

Capital structure

• Authorized capital: Rs 4,00,00,00,000.

Governance and approvals

• Not a related party transaction; promoter group has no material interest beyond shareholding.
• Regulatory approvals not applicable.

Target background

• Product/line: IT-enabled ecosystem and services.
• Date of incorporation: 04/02/2005.
• Presence: India.

Turnover history

• Turnover: 2023-24 Rs 1,537.28 Lakhs.
• Turnover: 2024-25 Rs 67.99 Lakhs.
• Turnover: 2025-26 Rs 27.00 Lakhs.

Q1 FY27 Highlights

• Order book: ₹288 crore committed in Q1 FY27.
• Committed orders cover approximately 82% of the FY27 revenue target.
• CYBX DNA AI CyberOps cumulative order value ₹53 crore; ₹13 crore booked in Q1.
• CYBX downloads exceed 2 million; paid subscribers surpass 3.25 lakh.
• DPDP compliance: 65+ clients onboarded for DPDP compliance.
• Board strengthened with two independent directors: Shruti Shah and Chandrasekhar Kanekal.
• Neehar Pathare appointed Co-Chairman of the CII Cybersecurity Task Force.
• FY27 focus: convert order book to revenue with on-time delivery.
• DPDP GTM target set at ₹100 crore for FY27.
• Delivery capacity planned: team scaling toward 190 personnel.