Key Quantitative Figures

The proposed transaction involves an investment of ₹70,00,00,002 (Seventy Crores and Two Rupees Only) by Financial Technologies Singapore Pte. Ltd. (FTSPL) in TICKER Limited through subscription to 2,59,25,926 (Two Crore Fifty Nine Lakh Twenty Five Thousand Nine Hundred and Twenty Six) equity shares at an issue price of ₹27 per share (face value ₹1, premium ₹26).

Dates of Action

  • Cut-off date for determining eligible voters: July 17, 2026
  • Remote e-voting period: July 23, 2026 (9:00 AM IST) to August 21, 2026 (5:00 PM IST)
  • Scrutinizer's report submission: On or before August 25, 2026
  • Results announcement: On or before August 25, 2026 by 6:00 PM
  • Resolution effective date: August 21, 2026 (if approved)

Parties Involved

  • Issuing Company: 63 moons technologies limited (listed entity)
  • Investor: Financial Technologies Singapore Pte. Ltd. (FTSPL) - wholly owned overseas subsidiary
  • Investee: TICKER Limited - subsidiary of 63 moons (67.92% owned)
  • Scrutinizer: Mr. B. Narasimhan (FCS No. 1303), Proprietor, M/s. BN & Associates, Company Secretaries, Mumbai
  • Alternate Scrutinizer: Mr. Venkataraman K (ACS No. 8897), Practicing Company Secretary, Mumbai
  • E-voting Service Provider: KFin Technologies Limited

Purpose and Rationale

The investment is intended to:

  • Strengthen TICKER's financial position
  • Support medium and long-term business strategy
  • Meet working capital requirements
  • Fund acquisitions, mergers and strategic investments
  • Support capital expenditure for business expansion
  • Develop new technologies and products
  • Support organic and inorganic growth initiatives
  • Make investments in subsidiaries
  • General corporate purposes

FTSPL currently holds surplus treasury funds of approximately ₹158 crores (as of March 31, 2026) and has recently acquired 79,58,300 equity shares of TICKER from third parties for ₹21.49 crores, demonstrating confidence in TICKER's long-term prospects.

Financial and Operational Impact

The transaction represents:

  • 33.02% of 63 moons' annual consolidated turnover for FY 2025-26
  • 25,925.93% of TICKER's annual standalone turnover for FY 2025-26
  • 2,400.18% of FTSPL's annual standalone turnover for FY 2025-26
  • 423.59% of TICKER's annual consolidated turnover for FY 2025-26

Financial Performance of Related Parties (FY 2025-26)

TICKER Limited:

  • Turnover: ₹27.00 lakhs
  • Profit After Tax: ₹(3,581.56) lakhs (loss)
  • Net Worth: ₹20,101.85 lakhs

FTSPL:

  • Turnover: ₹312.61 lakhs
  • Profit After Tax: ₹(1,126.46) lakhs (loss)
  • Net Worth: ₹18,421.87 lakhs

Previous Transactions

Between 63 moons and TICKER in FY 2025-26:

  • Rent: ₹65.00 lakhs
  • Reimbursement of Software License charges: ₹33.00 lakhs
  • Total: ₹98.00 lakhs

In Q1 FY 2026-27:

  • Rent: ₹16.25 lakhs
  • Reimbursement of Software License charges: ₹1.25 lakhs
  • Total: ₹17.50 lakhs

No previous transactions between 63 moons and FTSPL, or between TICKER and FTSPL.

Valuation Details

The issue price of ₹27 per share was determined based on independent valuation reports obtained by TICKER from SEBI Registered Category I Merchant Banker and IBBI Registered Valuer. The price is higher than the fair value per share determined by independent valuers and represents an appreciation from the ₹20 per share valuation in November 2024 when TICKER raised capital from external investors.

Voting Procedure

E-voting is mandatory through:

1. For demat holders: Through NSDL or CDSL platforms

2. For physical shareholders and non-individual shareholders: Through KFin Technologies platform at https://evoting.kfintech.com

Members will receive EVEN (E-Voting Event Number), USER ID and password for voting. Corporate members must submit board resolutions authorizing their representatives to vote.

Additional Information

The postal ballot notice is available on the company's website (www.63moons.com), stock exchange websites (BSE and NSE), and KFin's website (https://evoting.kfintech.com).

All related parties of the company shall abstain from voting on this resolution as required under Regulation 23 of SEBI Listing Regulations.

The Audit Committee and Board of Directors have already approved the transaction at their meetings held on July 21, 2026, noting that it is in the ordinary course of business and on an arm's length basis.

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