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DIRECTORS’ REPORT However, some of the cost savings were offset by a sharp
increase in Non-Operating Expenses in the nature of exchange
fluctuation, which suppressed EBIDTA. An increase in
Dear Members,
Depreciation & Amortization due to the higher capitalization in
Dion Global Solutions Limited
internally developed software and in Finance Cost due to an
The Board of Directors of Dion Global Solutions Limited (“the increase primarily due to penal interest by the banks has resulted
Company”) are pleased to present the 23rd Annual Report on in an increase in the Consolidated (pre-exceptional) Net Loss
the business and operations of the Company along with the Before Tax from `31.01 Cr. in the earlier year to `76.18 Cr. during
Audited Standalone and Consolidated Financial Statements for the year under review. An exceptional charge of `419.44 Cr.
the financial year ended March 31, 2018. was taken on the Profit & Loss Statement, representing provision
for impairment made against goodwill on consolidation and
FINANCIAL HIGHLIGHTS allowance for expected credit loss on inter-corporate loan
The highlights of the Standalone and Consolidated financial extended to a related party (including accrued interest) to the
results of the Company for the Financial Years 2017-18 and 2016- entire extent of the amount, assessed in the manner prescribed
17 are reflected in the table below: under Ind AS which became applicable to the Company from
FY 2017-18, and consequently, the Net Loss for the year stood at
(` in Crore) `495.63 Cr.
Particulars Standalone Consolidated The Company’s Auditor has, in its report on the financial
statements, expressed a qualified opinion based on a view that
FY FY FY FY
an uncertainty exists which casts a doubt on the Company’s
2017-18 2016-17 2017-18 2016-17
ability to continue as a going concern. The Company’s
Operating Revenue 24.06 28.59 230.64 236.14 management believes that the Company is a going concern
and its business is inherently viable as its core business being
Operating Expenses 38.89 33.97 230.76 221.48 restored to profitability as a result of the restructuring exercise,
Operating Profit (14.83) (5.38) (0.12) 14.66 robust demand for the Company’s products, success in
conserving the Company’s diverse global customer base and a
Non-Operating 21.51 22.77 23.60 22.85 strong pipeline of business.
Income
Furthermore, the management is in the process of evaluating
Non-Operating 16.78 6.56 20.93 5.13 financial restructuring options, infusion of new capital and
Expenses selective divestment of assets to improve its financial position.
EBIDTA (10.10) 10.84 2.55 32.38 The management is confident that as these efforts yield results,
the Company will be well-positioned to build on the strengths of
Depreciation & 1.28 1.21 25.71 18.88 the core business and deliver superior outcomes.
Amortization
There has been no change in the nature of business of the
Finance Cost 33.99 27.27 53.01 44.51 Company during the year under review.
Net Profit / (Loss) (45.37) (17.64) (76.18) (31.01) DIVIDEND AND TRANSFER TO RESERVES
Before Tax
Keeping in view the losses for the year under review, the Board of
Tax - - 0.01 0.02 Directors of the Company has not recommended any dividend
Exceptional Items 465.63 0.30 419.44 12.45 for the financial year ended March 31, 2018. Accordingly, there
has been no transfer to general reserves.
Net Profit / (Loss) (511.00) (17.94) (495.63) (43.48)
After Tax MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED
Other 0.24 (0.61) 12.54 (19.57) BETWEEN THE END OF THE FINANCIAL YEAR 2017-18 AND THE DATE
Comprehensive OF THE REPORT
Income / (Loss)
The following are the material changes and commitments,
Total Comprehensive (510.75) (18.55) (483.08) (63.05) affecting the financial position of the Company, which have
Income / (Loss) occurred between the end of the financial year 2017-18 and
Note: As per the notification issued by the Ministry of the date of this Report:
Corporate Affairs (“MCA”), the Company has adopted Indian I. Insolvency proceedings for Dion Global Solutions Gmbh - An
Accounting Standards (“Ind AS”) with effect from April 1, 2017 application for opening preliminary insolvency proceeding
and accordingly: (a) the financial statements for the year under self-administration had been filed by Dion Global
have been prepared in accordance with Ind AS; and (b) the Solutions GmbH (Dion Germany), a wholly owned step-
comparative numbers for the previous year have been restated down subsidiary of the Company in Frankfurt, Germany.
to be in conformance with the requirements of Ind AS. On June 20, 2018, the local court of Frankfurt am Main,
BUSINESS OVERVIEW Germany has approved preliminary self-administration as
applied for by Dion Germany.
The Consolidated Operating Revenue of the Company declined
marginally in FY 2017-18 to `230.64 Cr. The decline in revenue in Subsequently, the insolvency proceedings for Dion
FY2017-18 is primarily on account of longer sales cycles due to Germany have been opened on August 31, 2018 and
the overall increased due diligence by the existing well as the effective September 01, 2018, the operating business of
new clients. Dion Germany has been acquired by the new investor
(Valantic) in Germany including the employees and service
Consolidated EBIDTA, although lower than the previous year,
offering to the customers, partners and suppliers.
has remained in positive territory for the second year in a row,
reflecting the effectiveness of the measures taken over the past Your Company’s Management is working closely with the
two years to improve efficiencies and strengthen the business. new investor during the transition period and ensure that
There has been an all-round effort to optimize costs and specific any organisational, operational, product and technology
gains have been noted in areas such as employee cost, rent related interdependencies are being carefully reviewed
and travel expenses.

www.dionglobal.com 10
 and resolved. In the interim, Dion Germany will be winding
down its business under the court appointed directors.
II. Sale of certain assets in Australia - Dion Global Solutions
Pty. Ltd. (DGSPL), a wholly owned step-down subsidiary of
the Company, and its subsidiaries in Australia, in respect of
the said subsidiaries, have entered into an Asset Sale and
Purchase Agreement with FinClear Pty. Ltd. The proposed
transaction is subject to the satisfaction of the conditions
precedent which is expected to be completed in November.
III. Disinvestment of shareholding held in Chase Cooper
Holdings Limited (CCHL) – DGSPL has entered into Share
Purchase Agreement with CCHL on September 24, 2018
w.r.t entire 44% shareholding held by DGSPL in CCHL.
Subsequent to the above, CCHL and its subsidiaries
ceased to be subsidiaries of the Company with effect from
September 24, 2018 pursuant to the transfer of aforesaid
shareholding from DGSPL to CCHL.
IV. Filing of an application by Axis Bank Limited in Debt
Recovery Tribunal - An Original Application has been filed
by Axis Bank Ltd. (“Bank”) against the Promoters, Promoter
Group Entity and the Company in Hon’ble Debt Recovery
Tribunal – II at New Delhi for recovery of Rs. 171.56 Cr. in
relation to the credit facilities sanctioned to the Company
by the Bank which is, inter-alia, secured by unconditional
and irrevocable, joint and several, personal guarantees
from Promoters, Corporate Guarantee of RHC Holding Pvt.
Ltd. and certain other securities provided by the promoter
group entities to the Bank. As the facilities have already
been properly accounted for and included in the financial
statements, so there will be no other foreseen / expected
financial implications on the Company. The said application
is currently pending.
MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT
Management’s Discussion and Analysis Report for the financial
year under review detailing economic scenario and outlook, as
stipulated under Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”), is presented in a separate section and forms part
of this Report.
AWARDS AND RECOGNITIONS
Our wealth management solutions are widely acclaimed across
the UK and were nominated and recognised with a number of
key industry awards. We have received the following awards
and recognitions-
- Won the ‘Best Innovative Solutions’ Award at the Systems in
The City 2017, by Goodacre UK.
- Dion’s Global Head of Pre-Sales won the ‘Best Product
Manager’ for her significant contributions to help improve
and grow the clients’ business.
- Won ‘Best Investment Management Solution’ award for a
key module of recently launched Wealth Intelligence (WIN)
platform.
- Four individual accolades were given to our wealth
management team, who were nominated by the clients for
whom they worked.
SHARE CAPITAL
During the year under review, there has been no change in the
Share Capital of the Company.
ANNUAL RETURN
An extract of Annual Return in Form No. MGT – 9 as required to
be prepared in Section 92(3) of the Companies Act, 2013 (“Act”)
is being uploaded on the website of the Company and can
be accessed through the link http://investors.dionglobal.
com/AGM-Notices.aspx
DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATES
COMPANIES
During the year under review, the following companies have
been dissolved / deregistered and accordingly, ceased to be
subsidiaries of the Company:
1. Dion Latam S.A.;
2. Dion Panama S.A.; and
3. Dion Global Solutions (Development) Pty. Ltd.
Further, the Company has no joint ventures / associate
companies during the year under review.
The Board of Directors has formulated a Policy for determining
Material Subsidiaries which has been uploaded on the
Company’s website and can be accessed through the link
http://investors.dionglobal.com/Policies-Codes.aspx.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
In terms of Section 129(3) of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014 (as amended), a separate
statement containing the salient features of the financial
statement of Company’s subsidiaries, associates and joint
ventures companies in Form AOC – 1 is attached to the
Consolidated Financial Statements of the Company. The said
statement contains a report on the performance and financial
position of each of the subsidiaries, associate and joint ventures
companies included in the Consolidated Financial Statement
and hence is not repeated here for the sake of brevity.
The Company will provide a copy of separate audited or
unaudited financial statements, as the case may be, as prepared
in respect of each of its subsidiaries to any shareholder of the
Company who asks for it and the said financial statements will
also be kept open for inspection during normal business hours at
the registered office of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Regulation 34 of the Listing Regulations and Section
129 of the Act, Consolidated Financial Statements of the
Company and its subsidiaries, duly audited by the Statutory
Auditors of the Company, are provided in this Annual Report.
The Consolidated Financial Statements have been prepared in
according with applicable Accounting Standards issued by the
Institute of Chartered Accountants of India and referred to in
Sections 129 & 133 of the Act.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments given
under Section 186 of the Act and outstanding during the year
under review have been disclosed in the notes forming part of
the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES
All transactions entered into with Related Parties during the
financial year under review were in the ordinary course of
business and on an arm’s length basis. The details of the
transactions with related parties are provided in the notes to
accompanying standalone financial statements.
All Related Party transactions are placed before the Audit
Committee for approval as required under Regulation 23 of
the Listing Regulations. Prior omnibus approval of the Audit
Committee is obtained for the transactions which are of a
foreseen and repetitive nature. A statement giving details of all
related party transactions entered into pursuant to the omnibus
approval so granted is placed before the Audit Committee for
their review on a quarterly basis.
The policy on Related Party Transactions, as approved by the
Board, has been uploaded on the Company’s website and can
be accessed through the link: http://investors.dionglobal.com/
Policies-Codes.aspx.
11
None of the Directors has any pecuniary relationship or S. Name Category Date of Date of
transaction vis-à-vis the Company, except to the extent of sitting No. Appointment Resignation
fees paid to them.
1. Mr. Balinder Non-Executive - April 19, 2018
Disclosures as required under Section 134(3)(h) of the Act read Singh Dhillon Non -Independent
with Rule 8(2) of the Companies (Accounts) Rules, 2014 are Director
provided in Form AOC-2 annexed herewith as Annexure – A and 2. Mr. Vivek Non-Executive - May 16, 2018
forms part of this Report. Satish Agarwal Non -Independent
Nominee Director
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
3. Mr. Daljit Singh Non-Executive - May 28, 2018
CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Non-Independent
The Company has in place adequate internal financial Director
controls with reference to the financial statements and were 4. Dr. Vandana Non-Executive - June 21, 2018
operating effectively. The controls are adequate to provide Nadig Nair Independent
reasonable assurance regarding timely preparation of reliable Director
financial statements, the safeguarding of assets, prevention & 5. Ms. Kiran Non-Executive August 14, -
detection of fraud and errors, the accuracy and completeness Sharma Independent 2018
of accounting records and ensuring compliance of corporate Director
policies. 6. Ms. Jayashree Non-Executive August 31, -
The Company has appointed M/s KPMG as the Internal Auditor Swaminathan Independent 2018
Director
of the Company, as approved by the Audit Committee, for the
year under review. KPMG also assist the Company and its key 7. Mr. Sanjeev Non-Executive September -
subsidiaries in testing and reporting of Internal Financial Controls Chandna Independent 12, 2018
through an integrated system of internal audit. To maintain its Director
objectivity and independence, the Internal Auditor reports 8. Mr. Amit Sethi Non-Executive - September 12,
directly to the Audit Committee. Independent 2018
Director
The Internal Auditor evaluates the efficacy and adequacy
9. Mr. Rashi Dhir Non-Executive - September 12,
of internal financial controls in the Company, its compliance
Independent 2018
with operating systems, accounting procedures, policies and Director
regulatory requirements at all the locations of the Company and
its key subsidiaries. Based on the report of internal audit function, The Board of Directors placed on record its appreciation for the
process owners undertake corrective action in their respective valuable services and guidance provided by the Directors, who
areas and thereby strengthen the internal controls. have resigned, during their tenure as Directors of the Company.
RISK MANAGEMENT POLICY Further, Mr. Maninder Singh Grewal has been re-designated
The Company has developed and implemented a Risk as Independent Director of the Company with effect from
Management Policy to mitigate the various risks that can impact July 19, 2018 and will hold the office of Independent Director
the ability to achieve its strategic objectives. for a term of 5 (five) years from the aforesaid date. However,
the said appointment to the office is subject to the approval of
The Company adopts a systematic approach to mitigate risks Shareholders of the Company in the General Meeting
associated with accomplishment of objectives, operations,
revenues and regulations. The Company believes that this In terms of Section 161 of the Act, Ms. Kiran Sharma, Ms.
would ensure mitigating steps proactively and help to achieve Jayashree Swaminathan and Mr. Sanjeev Chandna would hold
stated objectives. office upto the date of the ensuing AGM of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL The Company has received notices in writing from a Member
During the year under review, Dr. Gaurav Laroia, Non-Executive proposing Ms. Kiran Sharma, Ms. Jayashree Swaminathan and
Independent Director and Mr. Ravi Umesh Mehrotra, Non- Mr. Sanjeev Chandna for appointment as Directors of the
Executive Non-Independent Director have resigned from Company. The Nomination and Remuneration Committee and
the office of Directors of the Company with effect from April the Board of Directors recommends their appointment.
12, 2017 and Mr. Ralph James Horne, Non-Executive Non- Brief resume of the Directors seeking appointment along with
Independent Director, had resigned from the office of Director other details as stipulated under Regulation 36 of the Listing
of the Company with effect from March 29, 2018. The Board of Regulations, are provided in the Notice for convening the AGM
Directors placed on record its appreciation for the valuable of the Company.
services and guidance provided by them during their tenure as
Directors of the Company. All Independent Directors have submitted declarations that
they meet the criteria of independence as laid down under
The Members of the Company at their 22nd Annual General
Section 149(6) of the Act and Regulation 16(1)(b) of the Listing
Meeting (“AGM”) held on September 26, 2017 approved the
Regulations.
appointment of Mr. Vivek Satish Agarwal as a Non-Executive
Non-Independent Nominee Director with effect from the date BOARD / COMMITTEE COMPOSITION AND MEETINGS
of his appointment as an Additional Director. Further, the
Members of the Company at the said AGM has also approved The Board of Directors of the Company met 4 (Four) times during
the appointment of Mr. Balinder Singh Dhillon as a Director of the the financial year 2017-18. The details of composition of Board
Company whose period of office shall be liable to determination and Committees and their meetings held during the year under
by retirement of Directors by rotation. review are provided in the Report on Corporate Governance,
which forms part of this Report. The intervening gap between
Subsequent to the financial year ended March 31, 2018, the two meetings of the Board was within the period prescribed
following are the changes in the Directors of the Company: under the Act and Regulation 17 of the Listing Regulations.

www.dionglobal.com 12
BOARD EVALUATION (a) in the preparation of annual accounts for the financial year
ended March 31, 2018, the applicable accounting standards
Pursuant to the provisions of the Act and the Listing Regulations, have been followed along with proper explanation relating
the Board and the respective committees are required to to material departures, wherever applicable;
carry out performance evaluation of the Board as a body, the
Directors individually, Chairman as well as that of its Committees. (b) they had selected such accounting policies and applied
them consistently and made judgments and estimates that
The following process of evaluation, as approved by the are reasonable and prudent so as to give a true and fair
Nomination & Remuneration Committee (“NRC”) and the Board view of the state of affairs of the company at the end of
of Directors, was followed: the financial year and of the loss of the Company for that
S. Process Remarks Criteria for
period;
No. Evaluation (including (c) they had taken proper and sufficient care for the
Independent Directors)
maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and
1. Individual Self- Self-evaluation This includes Members detecting fraud and other irregularities;
Assessment forms were shared Selection and Induction
and completed by Process, knowledge, (d) the annual accounts for the financial year ended March 31,
the Directors and skills, diligence, 2018 have been prepared on a ‘going concern’ basis on
submitted to the Process participation, the basis of management view as placed before the Audit
Coordinator. leadership skills and
Committee and the Board;
personnel attributes.
2. One to One Process Coordinator, This includes Board (e) they had laid down internal financial controls to be followed
discussion as recommended by focus (Strategic by the Company and such internal financial controls are
NRC, was authorized inputs), Board Meeting adequate and were operating effectively; and
to interact with each M a n a g e m e n t ,
Board member to Board Effectiveness (f) they had devised proper systems to ensure proper
assess performance, M a n a g e m e n t compliance with provisions of all applicable laws and that
invite direct feedback Engagement and such systems were adequate and operating effectively.
and seek inputs to addressing of follow up
identify opportunities for requests. REPORT ON CORPORATE GOVERNANCE
improvement.
The Company continues to be committed to uphold the
3. Evaluation by A compilation of This includes
standards of Corporate Governance and adhere to the
the Board, the individual self- demonstration of
requirements set out by the Listing Regulations.
NRC and assessments and one integrity, commitment,
Independent to one discussion attendance at the A detailed Report on Corporate Governance along with
Directors were placed at the meetings, contribution the Certificate issued by M/s VAP & Associates, Company
meeting of the NRC, and participation,
Secretaries, confirming the compliance with the conditions of
Board of Directors and professionalism,
Independent Director’s contribution while
Corporate Governance, as stipulated in the Listing Regulations,
held on February 14, developing Annual for the financial year ended March 31, 2018 is set out in this
2018 for them to review Operating Plans, Annual Report and forms an integral part of this Report.
collectively and include demonstration of roles
as  additional feedback and responsibilities,
AUDITORS
to the formal process review of high risk Statutory Auditors
completed in the issues & grievance
meetings. redressal mechanism, Pursuant to the provisions of Section 139 of the Act and the Rules
succession planning, framed thereunder, M/s S.S. Kothari Mehta & Co., Chartered
working of Board Accountants (Firm Registration No. 000756N) were appointed
Committees etc. as Statutory Auditors of the Company from the conclusion of
4. Final recording Based on the above, NA the 21st Annual General Meeting (AGM) of the Company held
and reporting a final report on Board on September 23, 2016 until the conclusion of the AGM of the
Evaluation 2017-18 was Company to be held in the year 2021 (subject to ratification
collated,  presented and
of their appointment by the Members at every AGM) at such
tabled at a meeting of
the Board of Directors
remuneration as may be mutually agreed between the Board
held on May 24, of Directors and the Auditors.
2018.  The report Pursuant to the provisions of Companies (Amendment) Act, 2017
also noted opportunities
read with MCA notification dated May 7, 2018, the appointment
for improvement.
of Statutory Auditors is not required to be ratified at every AGM.
REMUNERATION POLICY Therefore, no resolution shall be taken into for the ratification of
The Board has, on the recommendation of the Nomination appointment of a Statutory Auditor at the forthcoming 23rd AGM
& Remuneration Committee, framed a policy for selection of the Company.
and appointment of Directors, Senior Management and their The Statutory Auditors have, in their report to the Board of
remuneration including criteria for determining qualifications, Directors on the Standalone and Consolidated Financial
positive attributes, independence of a Director, etc. Details of Statements of the Company, made the following qualification:
the Remuneration Policy and changes, if any, are provided in
the Report on Corporate Governance which forms part of this Basis of Qualified Opinion
Report.
As per the accompanying note no. 48(h) of the Standalone
DIRECTORS’ RESPONSIBILITY STATEMENT Financial Statements wherein it has been explained by the
To the best of their knowledge and belief and based on the management that the financial statements have been
representation as provided to the Board by the management, prepared on going concern basis.
your Directors make the following statements in term of Section The Company has substantial negative net worth and
134(5) of the Act:

13
accumulated losses of past years; The Company has made
a default in the repayment of Principal and Interest against
all the facilities sanctioned by Banks; There is no committed
agreement for the infusion of funds by any investors; Due to
payment defaults made by the Regius Overseas Holding Co. Ltd.
(“ROHCL”) wholly owned subsidiary of the Company, lending
banks of ROHCL have invoked the SBLCs issued by Axis Bank and
Yes Bank. Being the guarantor, now the loan amount is payable
by the company to the banks. As explained to us in respect
of SBLC invocations, due to the aforesaid defaults and lack of
clarity, the company is seeking clarification from RBI, whether to
file the form ODI under automatic or approval route; Axis Bank
Limited (“ABL”) vide its letter dated August 29, 2017 had recalled
all the credit facilities given to the Company and ABL had also
adjusted a part of the facility against realization of invoked
shares of Religare Enterprises Limited and Fortis Healthcare
Limited, which are kept by the promoter or promoter group as
securities.; Yes Bank Limited have informed the company that all
the facilities provided by the Yes Bank have been reclassified as
non-performing assets (NPA), etc. ;
Considering the non-ascertainable consequential impact of
these factors, events or conditions on financial statements
indicate that a material uncertainty exists and may cast the
significant doubt on the company’s ability to continue as a
going concern and therefore, the company is unable to realise
its assets and discharge its liabilities in the normal course of
business at the amounts stated in the financial statement.
Management response on the Statutory Auditors’ Qualified
Opinion on Company’s Standalone and Consolidated Financial
Statements:
The material uncertainty due to reported negative net worth, is
primarily due to the impairment and provision accounted for on
a prudent & conservative basis while the Company’s product
margins are positive.
The rationale for management to continue to believe that the
annual accounts are prepared on a going concern basis is a
healthy profitable core business, a continuing product demand
through contract renewals, a diverse global customer base
which remains largely intact, existing contracts contributing
license, maintenance and support & professional services
revenues coupled with existing pipeline across existing and new
customers.
In addition to the above, the Company is in the process of
evaluating financial restructuring options, including debt
structuring and capital infusion and select divestments of assets,
each of which will enable the Company to sustain its business
operations.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Mr. Mohit Maheshwari, Company
Secretary in Whole-time Practice, has conducted the Secretarial
Audit of the Company for the financial year 2017-18.
The Secretarial Audit Report of the Company for the financial
year ended March 31, 2018, is annexed herewith as Annexure
– B to this Report.
The Secretarial Auditor in its report has made the following
qualification:
During the period under review, to the best of my knowledge
and belief and according to the information and explanations
given to me, the Company has complied with the provisions
of the Acts, Rules, Regulations and Agreements mentioned
above, to the extent applicable. However, during the period
under review, due to the payment defaults made by the Regius
www.dionglobal.com
Overseas Holding Co. Ltd. (ROHCL), wholly owned subsidiary of
the Company, lending bank of ROHCL has invoked the SBLC
issued by Yes Bank Limited. Being the guarantor, now the loan
amount is payable by the Company to the bank. The Company
has not reported of invocation of SBLC to RBI upto the date
of this report. I have been informed by the Company that
the Company is seeking clarification from RBI, whether to file
the form ODI for invocation of SBLC under automatic route or
approval route.
Management response on aforesaid qualification given by
Secretarial Auditor in its report are as follows:
In terms of ODI Master Directions, the investments / financial
commitments are subject to certain conditions which, inter-alia,
includes that the Indian Party should not be on the Reserve Bank
of India (’RBI’) Exporters’ caution list / list of defaulters to the
banking system circulated by the RBI / Credit Information Bureau
(India) Limited (CIBIL)/or any other credit information company
as approved by the Reserve Bank or under investigation by an
investigation / enforcement agency or regulatory body.
On account of invocation of SBLC, as referred in the qualification,
the Company was required to file Form ODI – Part I with all requisite
annexures (including certificate from Statutory Auditors) to the
RBI to report the said invocation. Having regard to the defaults
with the banks and the subsequent discussions with Authorized
Dealer (‘AD‘) Bank of the Company, the management is of the
view that the Company can’t ascertain whether it is in the list
of defaulters as it has no access of the list of defaulters to the
banking system circulated by RBI or CIBIL or any other approved
credit information company. However, the Auditors are of the
different view that the aforesaid defaults may be considered
of not fulfilling the abovementioned requirement / condition
specified under ODI Master Directions and prior approval of the
RBI would be required for reporting the SBLC invocation.
To seek clarification on the above, the Company had
approached RBI but there has been no response till date from
RBI on the matter. Accordingly, the management now on a
conservative basis, has filed an application with RBI for requisite
approval and the said approval is still awaited.
PUBLIC DEPOSITS
During the year under review, the Company has neither invited
nor accepted any deposits from public pursuant to the provisions
of Section 73 of the Act read with Companies (Acceptance of
Deposit) Rules, 2014 and therefore, no amount of principal or
interest was outstanding in respect of deposits from the Public
as of the date of Balance Sheet.
LISTING WITH STOCK EXCHANGE
The Equity Shares of the Company continue to be listed on BSE
Limited (“BSE”). The Annual Listing Fee for the financial year
2018-19 has been paid to the BSE.
EMPLOYEE STOCK OPTION SCHEME
The Nomination and Remuneration Committee (NRC) of the
Board of Directors of the Company, inter-alia, administers and
monitors the Dion Global Employee Stock Option Scheme 2013
(“ESOP 2013”) of the Company in accordance with the Securities
and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014 (“SEBI Guidelines”).
As per Regulation 14 of the SEBI Guidelines, disclosure of the
ESOP Scheme of the Company has been uploaded on the
website of the Company which can be accessed through the
link http://investors.dionglobal.com/ESOP-Disclosures.aspx and
forms part of this Report.
During the year under review, the Board of Directors of the
Company on the recommendations of NRC, had cancelled
the Dion Global Employee Stock Option Scheme 2011. Further,
14
there was no material change in the ESOP 2013 of the Company
and the ESOP 2013 is in compliance with the SEBI Guidelines. The
certificate from Statutory Auditors of the Company confirming
that the ESOP 2013 has been implemented in accordance
with the SEBI Guidelines would be placed at the forthcoming
Annual General Meeting of the Company for inspection by the
Members.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Even though operations of the Company are not energy
intensive, as an on-going process, the management has been
highly conscious of the importance to conserve energy and
environment at all operational levels and efforts are made in
this direction on a continuous basis. The Company continued to
take the steps for power savings through effective operational
controls and close monitoring of utilization.
With respect to technology absorption, the use of cloud based
services has significantly reduced the telecommunication costs.
Further, the dependency on servers and in-house data centers
has also been reduced by effectively implementing the cloud
leading to improved productivity and reduced spending on
infrastructure & IT.
However, in view of the nature of activities which are being
carried on by the Company, the particulars as prescribed under
Section 134(3)(m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 regarding Conservation of Energy and
Technology Absorption are not applicable to the Company and
hence not been provided.
The Company has continued to maintain focus on and avail of
export opportunities based on economic considerations. The
Company has earned Rs 9.88 Crores (Previous Year: Rs. 20.14
Crores) in Foreign Exchange and incurred expenditure of Rs
0.54 Crores (Previous Year: Rs. 1.05 Crores) in Foreign Exchange
during the year under review on a standalone basis.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Statement of Particulars of Employees as required under
Section 197 of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (Rules) as amended from time to time, forms part
of this Report. However, pursuant to Section 136 of the Act, this
Report and Financial Statements are being sent to the Members
and others entitled thereto excluding the aforesaid information
and the said particulars are available for inspection by the
Members at the Registered Office of the Company during
normal business hours on working days of the Company upto
the date of the ensuing Annual General Meeting. The Members
desirous of obtaining such particulars may write to the Company
Secretary at the Registered Office / Corporate Office of the
Company in this regard.
Disclosures of the ratio of the remuneration of each director
to the median employee’s remuneration and other details as
required pursuant to Section 197(12) of the Act read with Rule
5(1) of the Rules are annexed herewith as Annexure - C and
forms part of this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has in place a mechanism in form of Whistle
Blower Policy (Policy) for Directors and employees of the
Company to report their genuine concerns and to deal with
instance of unethical practices, fraud and mismanagement or
gross misconduct by the employees of the Company, if any, that
can lead to financial loss or reputational risk to the organization.
The details of the Policy are provided in the Report on Corporate
Governance and the said Policy has also been uploaded on the
website of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013
The Company is committed to provide a healthy environment
to all employees and thus, does not tolerate any discrimination
and/or harassment in any form. The Company has in place
an Anti-Harassment and Grievance Redressal Policy in line
with the requirements of The Sexual Harassment of Women at
the Work Place (Prevention, Prohibition and Redressal) Act,
2013 and the rules made thereunder. An Internal Compliance
Committee is in place as per the requirements of the said Act
to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees)
are covered under the said Policy. No case has been reported
during the year under review.
HUMAN RESOURCES
The year of 2017-18 continued to be a year of re-organization
and restructuring for your Company. All these changes required
to be managed with a lot of sensitivity and care. HR with support
of the management team were able to successfully implement
the changes and more importantly maintain a level of stability
with the retained team.
During a fairly tumultuous 2017-18, HR continued to pro-
actively work on several initiatives to overcome the challenges
faced by the organization to retain the existing employees as
well as attract good talent from the market. These initiatives
include regular management discussions, acknowledge
employees’ accomplishments, offer role enhancements with
larger accountabilities, maintain transparency and keep them
updated with the future plans and prospects. This helped us
in building their confidence and trust in the Company. HR
continued to pro-actively work on several initiatives towards
strengthening of the human resources management aspects
relating to employee productivity and cost, employee retention,
talent management, employee engagement and various other
engaging activities.
We have continued to nurture a culture of diverse thinking,
leading to an array of ideas and initiatives that resulted in
sustained workforce engagement. We continue to focus on
investing strategically in creating new growth opportunities for
the future while continuing to drive our core to full potential,
ensuring excellence and building on our agile and high-
performance culture.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS
During the year under review, there are no significant and
material orders passed by the Regulators / Courts / Tribunals
which would impact the going concern status of the Company
and its operations in future.
ACKNOWLEDGEMENTS
Your Directors place on record their gratitude to the Bankers,
Regulatory Bodies, Stakeholders and other business associates
for the assistance and co-operations they have extended to the
Company during the year and look forward to their continued
support in future.
Your Directors also greatly appreciate the commitment and
dedication of all employees at all levels towards the growth of
the Company.
For and on behalf of the Board
For Dion Global Solutions Limited
Sd/-
Place : Noida Maninder Singh Grewal
Date : November 15, 2018 Chairman
15
 Annexure - A
Form AOC - 2
(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in
sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto:
1. Details of contracts or arrangements or transactions not at arm’s length basis:
There were no contracts or arrangements or transactions entered into during the financial year ended March 31, 2018, which
are not on arm’s length basis.
2. Details of material contracts or arrangement or transactions at arm’s length basis:
The details of material contracts or arrangements or transactions entered into during the financial year ended March 31, 2018,
which are on arm’s length basis:
Name(s) of the RHC Holding Private Limited Oscar Investments Limited Fortis Healthcare Holdings Pvt. Ltd.
related party and
nature of relationship Related Party to the Company Related Party to the Company Related Party to the Company as
as per the SEBI (Listing as per the Listing Regulations per the Listing Regulations and the
Obligations and Disclosure and the applicable applicable Accounting Standard.
Requirements) Regulations, Accounting Standard.
2015 (Listing Regulations) and
the applicable Accounting
Standard
Nature of contracts Availing of advances / loans for Availing of advances / Availing of advances /loans for
/ arrangements / ordinary business requirements loans for ordinary business ordinary business requirements of
transactions of the Company requirements of the Company the Company
Duration of Till May 04, 2020 Till December 07, 2020 Till August 23, 2020
the contracts /
arrangements /
transactions
Salient terms of Unsecured Demand Loan of up Unsecured Demand Loan of Unsecured Demand Loan of up to
the contracts or to ` 300 Crores @ 14.50% p.a. up to ` 200 Crores @ 14.50% Rs. 400 Crores @ 14.50% p.a.
arrangements p.a.
or transactions
including the value,
if any
Date(s) of approval May 25, 2017 May 25, 2017 May 25, 2017
by the Board, if any (Refer Note 1) (Refer Note 2) (Refer Note 3)
Amount paid as Not Applicable Not Applicable Not Applicable
advances, if any

Note 1: The Shareholders of the Company on July 24, 2017 has approved the increase in limit from ` 100 Crores per annum to
` 500 Crores per annum for every financial year for entering into related party transaction with RHC Holding Private
Limited in the nature of availing loans / advances, corporate guarantee & security for ordinary business requirements
of the Company.

Note 2: The Shareholders of the Company on July 24, 2017 has approved the increase in limit from ` 100 Crores per annum
to ` 200 Crores per annum for every financial year for entering into related party transaction with Oscar Investments
Limited in the nature of availing loans / advances, corporate guarantee & security for ordinary business requirements
of the Company.

Note 3: The Shareholders of the Company on July 24, 2017 has approved the limit of ` 400 Crores per annum for every
financial year for entering into related party transaction with Fortis Healthcare Holdings Private Limited in the nature
of availing loans / advances, corporate guarantee & security for ordinary business requirements of the Company.

For and on behalf of the Board

For Dion Global SolutionsLimited

Sd/-
Place : Noida Maninder Singh Grewal
Date : November 15, 2018 Chairman

www.dionglobal.com 16
 Annexure - B
MR-3
Secretarial Audit Report
For the Financial year ended March 31, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]

To,
The Members,
Dion Global Solutions Limited
Ground Floor, Prius Platinum, D3,
District Centre, Saket
New Delhi – 110017
CIN: L74899DL1994PLC058032
I have conducted secretarial audit of the compliance of applicable statutory provisions and adherence to good corporate
practices by Dion Global Solutions Limited (hereinafter called “the Company”). The secretarial audit was conducted
in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing my opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers and authorized
representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during
the audit period covering the financial year ended on 31st March 2018 (Commencing from April 1, 2017 to March 31,
2018), complied with the statutory provisions listed hereunder and also that the Company has proper Board processes
and compliance mechanism in place to the extent based on the confirmation received from the management, in the
manner and subject to the reporting made hereinafter. The members are requested to read this report along with my
letter dated August 24, 2018 annexed to this report as Annexure – A.
1. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for
the financial year ended on 31st March 2018 according to the applicable provisions of:
i) The Companies Act, 2013 (the Act) and the rules made thereunder;
ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
iii) The Depositories Act, 1996 and the Regulations and Bye–laws framed thereunder;
iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;
v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI
Act’):–
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not
applicable to the Company during the Audit period);
d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to
the Company during the Audit period);
f) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company
during the Audit period);
g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Act and dealing with clients; and
h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the
Company during the Audit period).
i) The Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015
2. I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant
documents, records, management confirmations in pursuance thereof, on test check basis, the Company has complied with
Information Technology Act, 2000 and the rules made there under, applicable specifically to the Company, during the financial
year 01 April 2017 to 31 March 2018.
3. I have also examined compliance with the applicable clauses of the following:
i) Secretarial Standards issued by The Institute of Company Secretaries of India, with respect to Board and General Meetings;
and
ii) The Listing Agreements entered into by the Company with the BSE Limited read with the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirement) Regulations, 2015.

17
4. During the period under review, to the best of my knowledge and belief and according to the information and explanations
given to me, the Company has complied with the provisions of the Acts, Rules, Regulations and Agreements mentioned above,
to the extent applicable. However, during the period under review, due to the payment defaults made by the Regius Overseas
Holding Co. Ltd. (ROHCL), wholly owned subsidiary of the Company, lending bank of ROHCL has invoked the SBLC issued by
Yes Bank Limited. Being the guarantor, now the loan amount is payable by the Company to the bank. The Company has not
reported of invocation of SBLC to RBI upto the date of this report. I have been informed by the Company that the Company
is seeking clarification from RBI, whether to file the form ODI for invocation of SBLCs under automatic route or approval route.
5. I further report that:
i) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non–Executive
Directors and Independent Directors. The Board also has a woman director. The changes in the composition of the Board
of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
ii) Adequate notice is given to all directors to schedule the Board Meetings. Notice of Board meetings along with agenda
and detailed notes on agenda were sent at least seven days in advance. A system exists for directors to seek and obtain
further information and clarifications on the agenda items before the meetings and for their meaningful participation at
the meetings. Majority decision is carried through. We are informed that there were no dissenting members’ views on any
of the matters during the year that were required to be captured and recorded as part of the minutes.
iii) There are adequate systems and processes in the Company commensurate with the size and operations of the Company
to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
iv) I further report that during the audit period, there were no instance having a major bearing on the Company’s affairs in
pursuance of the above referred laws, rules, regulations, standards, guidelines etc.
Maheshwari & Associates
Company Secretaries

Sd/-
Mohit Maheshwari
Proprietor
Date : August 24, 2018 Membership No: F9565
Place : Noida Certificate of Practice No: 19946

Annexure –A to Secretarial Audit Report dated August 24, 2018
To,

The Members,
Dion Global Solutions Limited
Ground Floor, Prius Platinum D3,
District Centre, Saket
New Delhi – 110017
[CIN: L74899DL1994PLC058032]
My Secretarial Audit Report dated August 24, 2018 is to be read with this letter.
1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to make a
report based on the secretarial records produced for my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. I believe that the processes and practices we followed provide a reasonable basis for my report.
3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company as it is
taken care in the statutory audit.
4. I have obtained the Management’s representation about the compliance of laws, rules and regulations and happening of
events, wherever required.
5. Compliance with the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the
management. My examination was limited to the verification of procedures on test basis.
6. This Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the Company.

Maheshwari & Associates

Company Secretaries

Sd/-
Mohit Maheshwari
Proprietor
Date : August 24, 2018 Membership No: F9565
Place : Noida Certificate of Practice No: 19946

www.dionglobal.com 18
 Annexure – C

Disclosures 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

Nature of Disclosure Particulars

a) The ratio of the remuneration No Director of the Company has drawn any remuneration during the financial year 2017-
of each director to the median 18 except the sitting fees paid to them.
remuneration of the employees of Hence, the ratio of the remuneration of each Director to the median remuneration of the
the Company for the financial year employees of the Company is not available.

b) The percentage increase in Name & Designation % Increase in remuneration in FY 2017-18

remuneration of each director, Chief
Mr. Michel Borst, Not Applicable^
Financial Officer, Chief Executive
Chief Executive Officer
Officer, Company Secretary or
Manager, if any, in the financial year Mr. Gopala Subramanium, -
Chief Financial Officer ^^
Mr. Tarun Rastogi, -
Company Secretary ^^

c) The percentage increase in the 6%

median remuneration of employees
in the financial year
d) The number of permanent 431 as at March 31, 2018
employees on the rolls of Company
e) Average percentile increase The average percentile increase already made in the salaries of employees other than
already made in the salaries managerial personnel was 2 %.
of employees other than the
managerial personnel in the last None of the Director has drawn any remuneration during the financial year 2017-18 ex-
financial year and its comparison cept the sitting fees.
with the percentile increase in
the managerial remuneration
and justification thereof and point
out if there are any exceptional
circumstances for increase in the
managerial remuneration.
f) Affirmation that the remuneration It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the
is as per the remuneration policy of Company.
the company.

^ Mr. Michel Borst was appointed as Chief Executive Officer of the Company with effect from May 12, 2016 and is not drawing
any remuneration from the Company. Accordingly, there has been no increase in remuneration during the financial year 2017-
18.
^^ There has been no increase in remuneration during the financial year 2017-18.

19
Management’s Discussion & Analysis Worldwide IT Spending Forecast (Billions of U.S. Dollars)

1. Economic Outlook 2017 2017 2018 2018 2019 2018

Spend- Growth Spend- Growth Spend- Growth
Global economic growth strengthened in 2017 to 3.8 ing (%) ing (%) ing (%)
percent supported by sharp rebound in global trade owing
Data 181 6.3 188 3.7 190 1.1
to recovery in investment in developed economies, robust
Center
growth in Asia and uptick in emerging Europe. US economy
Systems
registered a healthy growth of 2.2% in 2017 led by strong
consumer spending and investment. Further it is expected Enterprise 352 8.8 391 11.1 424 8.4
to grow by 2.9% in 2018 on expansionary fiscal policy. Software
Eurozone grew at its fastest pace for a decade registering a
Devices 663 5.1 706 6.6 715 1.3
growth of 2.4% in 2017 driven by huge stimulus programme
and it is expected to stay strong at 2% in 2018 led by robust IT Services 933 4.4 1,003 7.4 1,048 4.6
domestic demand and supportive monetary policy. Commu- 1,392 1.3 1,452 4.3 1,468 1.1
Going forward IMF expects the global growth to stay robust nications
in 2018 at 3.7% driven by continued strong growth across Services
emerging & advanced economies and continued capital Overall IT 3,521 3.8 3,740 6.2 3,846 2.8
investments. While advanced economies are expected
to grow by 2.4% in 2018, growth in emerging economies is Source: Gartner
pegged at 4.7%. Growth is projected to moderate in China 3. Our Business, Outlook and Strategy
to 6.6% due to ongoing trade war with US and slowing
DION is a trusted global financial technology Company
external demand. India is expected to lead the pack with a
with expertise in providing a broad range of solutions that
growth of 7.3% on the back of continuing structural reforms,
meet generic and specific business needs across broking,
strengthening investment and robust private consumption.
wealth, exchange and banking institutions. We are present
at all significant global markets with domain and subject
Figures in % 2017 2018 2019 matter experts serving the generic, specific and localized
(Actual) (Forecast) (Forecast) needs of financial institutions. Dion has a global support
and development network comprising of a staff strength
Global growth 3.7 3.7 3.7
of 300 business and technology experts across 10 office
Advanced economies 2.3 2.4 2.1 locations in 8 countries and more than 200 staff in product
development, allowing us to build global fintech expertise
Emerging economies 4.7 4.7 4.7 along with understanding of the local markets. Dion is an
ideal technology partner for the financial industry.
Source: IMF
2018 was a year of further strengthening of foundation at
2. Industry Outlook Dion and realignment of strategies to focus on sales and
customers. This has proven to be a success so far as we
Global IT spending witnessed a moderate growth of 3.8% in
have won new customer deals across the globe and further
2017 as muted growth in communication services weighed
strengthened our relationships in existing accounts. Our
on overall growth. Growth is expected to rebound in 2018
diverse financial solutions increases our market access and
as global IT spend increases by 6.2% YoY to reach USD 3.7
generates opportunities to cross-sell and upsell.
trillion, according to Gartner. Enterprise software spending
is expected to clock highest growth of ~11% followed by IT Our solutions enable financial institutions to become more
services (7.4%) and devices (6.6%). Further global spending efficient and support their aim of increasing business value
on information security products and services is expected through the innovative use of technology. The modular
to grow at ~12% YoY in 2018 to reach more than $114 billion. structure of our software products allows us to build a
Persisting skills shortages and regulatory changes like the customised solution to cater to the specific needs of our
EU’s Global Data Protection Regulation (GDPR) are driving customers. We are focused on the Company’s continuing
continued growth in the security services market. The growth long-term trajectory of profitable growth. This will continue
towards security spending is expected to be fuelled by (1) to demand firm commitment, however we believe that
security risks; (2) business needs; and (3) industry changes. we have the sound business fundamentals to rise to the
challenge. As a multi domain Company, the Company
The Information Technology (IT) industry has been one of now boasts of a broad range of solutions that meet specific
the key driving forces fuelling India’s economic growth. business needs across financial markets. As a leading
Global economic climate recovery coupled with increase supplier of modular solutions to the Wealth Management
in IT spend and technology transformation is propelling industry and a trusted technology partner to banking and
demand growth for IT services. After witnessing flat financial institutions across the globe, Dion announced the
growth in FY18, Indian IT-BPM sector is expected to clock official full launch of its Wealth Intelligence (WIN) platform
8% growth in FY19 to USD reach USD 167 bn driven by in September 2018. We also see an increased demand
increasing adoption of digital technology and automation. for products like Tax and Regulatory Compliance solution
New disruptive technologies like SMAC (social, mobility, (TRAC) which addresses FATCA and CRS compliance
analytics, cloud), the Internet of Things (IoT) and robotics,
among others will aid in becoming a digital partner for the Our wealth management solutions are widely acclaimed
world. In order to emerge as the hub for digital solutions, across the UK and were nominated and recognised with
Indian IT industry is increasingly focusing on innovations, a number of key industry awards. We have received the
upskilling, acquiring competencies through mergers and following awards and recognitions-
acquisitions or partnerships, building platforms and products - Won the ‘Best Innovative Solutions’ Award at the
and leveraging centres of excellence in new technologies. Systems in The City 2017, by Goodacre UK.

www.dionglobal.com 20
 - Dion’s Global Head of Pre-Sales won the ‘Best Product
Manager’ for her significant contributions to help
improve and grow the clients’ business.
- Won ‘Best Investment Management Solution’ award for
a key module of recently launched Wealth Intelligence
(WIN) platform
- Four individual accolades were given to our wealth
management team, who were nominated by the
clients for whom they worked.
Our mission is to transform the global financial services
industry through our knowledge, our people and our
solutions. We are passionate about our commitment to be
a catalyst in our customers’ business success by making
them significantly more efficient, competitive, compliant
and resilient. We do this by identifying market trends and
developing market-leading technology to service the
global financial services markets.
4. Risk Management
The Company understands that it operates in an
environment which is challenging and competitive
environment, hence the Company strategies for
mitigating inherent risks in accomplishing the growth plans.
This involves reviewing operations of the organization,
identifying potential threats to the organization and the
likelihood of their occurrence and then taking appropriate
actions to address the most likely threats.
a. Economic Environment and Market Conditions
Our customers are concentrated in the Financial
Industry. Economic slowdowns or factors that affect the
economic health of our customers’ countries and the
said industries may increase risk to our revenue growth.
Strategically, we seek to continuously expand the
customer base to maximize the potential sales
volumes and at the same time securing additional
volumes from existing customers since our record of
satisfactory performance in our earlier dealings. The
efforts to enhance quality of products and upgrading
their performance parameters are aimed at deriving
optimum value from the existing customer base and
targeting a larger customer profile. Historically, the
strength of our relationships has resulted in significant
recurring revenue from existing customers.
b. Fluctuations in Foreign Exchange
While our functional currency is the Indian rupee, we
transact a significant portion of our business in USD/
Euro/GBP and other currencies and accordingly face
foreign currency exposure from our sales in other
countries and external borrowings and are exposed
to substantial risk on account of adverse currency
movements in global foreign exchange markets.
Our risk management strategy is to identify risks we are
exposed to, evaluate and measure those risks, decide on
managing those risks, regular monitoring and reporting
to management.The Company has a risk management
policy in place which includes implementing hedging
strategies for foreign currency exposures, specification
of transaction limits; identification of the personnel
involved in executing, monitoring and controlling such
transactions.
c. Political Environment
The Company has established subsidiary Companies
in multiple countries. Any adverse change in the
political environment in that country would have an
impact in growth strategies of the Company. However,
considering each country basic political philosophy, we
are reviewing existing and future investment strategies
on a continuous basis.
Risks that are likely to emanate are managed by
constant engagement with the Government of the
day, reviewing and monitoring the country’s industrial,
labour and related policies and involvement in
representative industry-bodies.
d. Competition
The markets for software products and solutions are
rapidly evolving and highly competitive and we expect
that competition will continue to intensify due to new
technologies and consolidation of operations across
the IT sector.
We believe that we are strongly positioned in our
designated market commanding a premium for our
product. We continuously evolve our technologies.
To counter pricing pressures caused by strong
competition, the Company has been increasing
operational efficiency and continued to take initiatives
to move up the quality control scale besides cost
reduction and cost control initiatives.
e. Revenue Concentration
High concentration in any single business segment
exposes the Company to the risks inherent in that
segment. We have adopted prudent norms based
on which we monitor and prevent undesirable
concentration in a geography, industry or customer.
The quest for diversified activities within the existing
realm of overall management after due consideration
of the advantages and disadvantages of each
activity is consistent with Company policy of increasing
business volumes with minimum exposure to undue risks.
Concentration of revenue from any particular segment
of industry is sought to be minimized over the long term
by careful extension into other activities.
f. Inflation and Cost Structure
The cost of revenues consists primarily salary costs
which have a very high degree of inflationary certainty.
At organizational level, cost optimization and cost
reduction initiatives are implemented and are closely
monitored. The Company controls costs through
budgetary mechanism and its review against actual
performance with the key objective of aligning them
to the financial model. The focus on these initiatives
has inculcated across the organization the importance
of cost reduction and control. It has been a constant
endeavour of the Company to shift base from high cost
centres to low cost centres.
g. Technology Related
The Company strongly believes that technological
obsolescence is a practical reality. Technological
obsolescence is evaluated on a continual basis and
the necessary investments are made to bring in the
best of the prevailing technology.
Established contacts with leaders in technology,
particularly in the areas of the Company’s operations,
have dividends in our ability to access to newer and
evolving processes and their applications. This has led
to the Company establishing a lead with customers and
sharing with them the benefits of such technological
advances quicker than the market.
21
 A Committee in the name of “Technology Risk
Management Committee” has been constituted to
review the technology exposure of the Company
and take necessary steps as deemed beneficial in the
interest of the Company including but not limited to
framing of any separate policy(ies), if required, to meet
the situational requirements.
h. Financial Reporting Risks
Changing laws, regulations and standards relating
to accounting, corporate governance and public
disclosure, Securities and Exchange Board of India
(SEBI) rules and Indian stock market listing regulations
are creating uncertainty for companies. These new or
changed laws, regulations and standards may lack
specificity and are subject to varying interpretations.
Their application in practice may evolve over time, as
new guidance is provided by regulatory and governing
bodies. This could result in continuing uncertainty
regarding compliance matters and higher costs of
compliance as a result of ongoing revisions to such
corporate governance standards.
We are committed to maintaining high standards of
corporate governance and public disclosure and our
efforts to comply with evolving laws, regulations and
standards in this regard would further help us address
these issues.
Our preparation of financial statements in conformity
with Ind AS issued by ICAI, requires us to make estimates
and assumptions that affect the reported amount of
assets and liabilities, disclosure of contingent assets and
liabilities at the date of our financial statements and
the reported amounts of revenue and expenses during
the reporting period. Management bases its estimates
and judgments on historical experience and on various
other factors that are believed to be reasonable under
the circumstances including consultation with experts
in the field, scrutiny of published data for the particular
sector or sphere, comparative study of other available
corporate data, the results of which form the basis for
making judgments about the carrying values of assets
and liabilities that are not readily apparent from other
sources. These may carry inherent reporting risks.
Risk of Corporate accounting fraud:
Accounting fraud or corporate accounting fraud are
business scandals arising out of Misusing or misdirecting
of funds, overstating revenues, understating expenses
etc.
The Company mitigates this risk by
• Understanding the applicable laws and regulations
• Conducting risk assessments
• Enforcing and monitoring code of conduct for key
executives
• Instituting Whistle-blower mechanisms
• Deploying a strategy and process for implementing
the new controls
• Adhering to internal control practices that prevent
collusion and concentration of authority
• Employing mechanisms for multiple authorisation
of key transactions with cross checks
• Scrutinising of management information data to
pinpoint dissimilarity of comparative figures and
ratios
www.dionglobal.com
• Working with internal auditors in reporting and
highlighting any instances of even minor non-
adherence to procedures and manuals and a host
of other steps throughout the organization and
assign responsibility for leaving the overall effort to
a senior individual like Chief Financial Officer.
i. Legal Risk
Legal risk is the risk in which the Company is exposed to
legal action.
As the Company is governed by various laws and the
Company has to do its business within four walls of law,
where the Company is exposed to legal risk exposure.
We have an experienced team of professionals,
advisors who focus on evaluating the risks involved in
a contract, ascertaining our responsibilities under the
applicable law of the contract, restricting our liabilities
under the contract and covering the risks involved so
that they can ensure adherence to all contractual
commitments.
Management places and encourages its employees
to place full reliance on professional guidance and
opinion and discuss impact of all laws and regulations
to ensure Company’s total compliance. Advisories and
suggestions from professional agencies and industry
bodies, chambers of commerce etc. are carefully
studied and acted upon where relevant.
The Company has established a compliance
management system in the organisation and Secretary
of the Company being the focal point will get the
quarterly compliance reports from functional heads
and being placed before the Board.
j. Compliance with Local Laws
The Company is subject to additional risks related to our
international expansion strategy, including risks related
to complying with a wide variety of national and local
laws, restrictions on the import and export of goods and
technologies and multiple and possibly overlapping
tax structures. For all business locations, we have either
employees or consultants to ensure compliance with
local laws of the respective location.
k. Quality and Project Management
For years the Company is engaged in software
implementation projects. Our Commitment towards
total Quality Management is to convert the Human
Resources of our organisation into a team that
promotes continual improvement in quality of products
and services.
l. Human Resource Management
The Company’s Human Resources Development (HRD)
Department will add value to all its Units and associate
companies by ensuring that the right person is assigned
to the right job and that they grow and contribute
towards organisational excellence.
Our growth has been driven by our ability to attract top
quality talent and effectively engage them in right jobs.
Risk in matters of human resources are sought to
be minimized and contained by following a policy
of providing equal opportunity to every employee,
inculcate in them a sense of belonging and
commitment and also effectively train them in spheres
other than their own specialisation. Employees are
encouraged to make suggestions on innovations, cost
22
 saving procedures, free exchange of other positive Internal Financial Controls through an integrated system of
ideas relating to manufacturing procedures etc. It is internal audit. To maintain its objectivity and independence,
believed that a satisfied and committed employee will the Internal Auditor reports directly to the Audit Committee.
give of his best and create an atmosphere that cannot
6. Financial Performance & Highlights
be conducive to risk exposure.
The following table gives and overview of the financial
The HR processes are automated through an
results:
automated system – Adrenalin. This automation of HR
processes significantly helps us in improving efficiency (` in crore)
and reducing the risks associated with the procedures
of human resource management. HRIS plays a Particulars Consolidated Standalone
fundamental role in expediting HR Operations through FY2017- FY2016- Growth/ FY2017- FY2016-
the system including the Performance Management 18 17 (Decline) 18 17
process, minimizing of errors in employee information
database and providing an easy access to update Operating Revenue 230.64 236.14 (2.33)% 24.06 28.59
employees on Company policies and procedures.
Operating Expenses 230.76 221.48 4.19% 38.89 33.97
Employee-compensation is always subjected to
- Employee Benefit 145.34 147.71 (1.61)% 22.56 23.80
fair appraisal systems with the participation of the Expenses
employee and is consistent with job content, peer
- Rent 11.03 12.06 (8.51)% 2.58 2.30
comparison and individual performance. Packages
are inclusive of the proper incentives and take into - Travel 6.94 7.29 (4.81)% 0.73 0.74
account welfare measures for the employee and his
- Other Expenses 67.46 54.42 23.95% 13.02 7.12
family.
Operating Profit (0.12) 14.66 (100.85)% (14.83) (5.37)
We seek to provide an environment that rewards
entrepreneurial initiative and performance. - Non-Operating 23.60 22.85 3.32% 21.51 22.77
Income
5. Internal Controls - Non-Operating 20.93 5.13 308.27% 16.78 6.56
Dion has aligned its current system of Internal Financial Expenses
Control with the requirement of Companies Act 2013. EBIDTA 2.55 32.38 (92.13)% (10.10) 10.84
The Internal Control- Integrated Framework (the 2013 - Depreciation & 25.71 18.88 36.21% 1.28 1.21
framework) is intended to increase transparency and Amortization
accountability in an organisation’s process of designing - Finance Cost 53.01 44.51 19.09% 33.99 27.27
and implementing a system of Internal Control. The
framework requires a Company to identify and analyse risks Net Profit/ (Loss) (76.18) (31.01) N.A. (45.37) (17.64)
and manage appropriate responses. Before Tax
- Tax 0.01 0.02 (34.71)% - -
The Company has an Internal Control System
commensurate with the size and nature of its operations. - Exceptional Items 419.44 12.45 3268.39% 465.63 0.30
These have been designed to provide reasonable Net Profit/ (Loss) After (495.63) (43.48) N.A. (511.00) (17.94)
assurance regarding recording and providing relivable Tax
financial and operational information, complying with Other 12.54 (19.57) N.A. 0.24 (0.61)
applicable statues, safeguarding assets from unauthorised Comprehensive
use, executing transactions with proper authorisations and Income/(Loss)
ensuring compliance of corporate policies. The Company Total Comprehensive (483.08) (63.05) N.A. (510.75) (18.55)
has a well-defined delegation of power with authority limits Income/(Loss)
for approving revenue as well as expenditure.
Note: As per the notification issued by the Ministry of Company Affairs,
The Company uses ERP based application to record data for the Company has adopted Indian Accounting Standards (“Ind AS”)
accounting, consolidation and management information with effect from April 1, 2017 and accordingly: (a) the financial
statements for the year have been prepared in accordance with
purposes and connects to different locations for efficient
Ind AS; and (b) the comparative numbers for the previous year have
exchange of information. It has continued its efforts to align been restated to be in conformance with the requirements of Ind
all its processes and controls with global best practices. AS.
S S Kothari Mehta & Co, the statutory auditors of Dion, has Basis of Preparation of Financial Statements and Auditor’s
audited the financial statements included in this annual Qualification
report and has issued an attestation report on our internal
control over financial reporting (as defined under Clause (i) The management has prepared the financial statements on
of sub-section 3 of Section 143 of the Companies Act, 2013) ‘going concern’ basis. The Company’s Auditor in its report
on the consolidated and standalone financial statements
The Audit Committee reviews audit reports submitted by has expressed a qualified opinion citing, inter alia, the
the Internal Auditors and Statutory Auditors. Based on the negative net worth and accumulated losses of past years;
report, process owners undertake corrective action in their default made by the Company in the repayment of
respective areas and thereby strengthen the controls. principal and interest against all facilities sanctioned by
Significant audit observations and corrective actions banks; credit facilities extended to the Company being
thereon are presented to the Audit Committee of the recalled by its bankers and has been classified as Non-
Board. Performing Assets; absence of a committed agreement for
The Company has appointed M/s KPMG as the Internal the infusion of funds by any investors; and lenders to the
Auditor of the Company, as approved by the Audit Company’s overseas subsidiary invoking Stand-By Letters
Committee, for the year under review. KPMG also assist the of Credit issued on behalf of the Company by its bankers
Company and its key subsidiaries in testing and reporting of and consequently the liability for repayment of the facilities
falling on the Company.

23
 While the Auditor’s Report mentions that the consequential Revenue by FY2017-18 FY2016-17
impact of these factors, events or conditions on the Type Amount % of Total Amount % of Total
financial statements are non-ascertainable, in the Auditor’s
(` cr.) Operating (` cr.) Operating
view, a material uncertainty exists which casts a doubt on
Revenue Revenue
the Company’s ability to continue as a going concern.
Maintenance 99.36 43% 94.35 40%
The Company’s management has embarked on a
restructuring programme, entailing changes in the operating Professional 39.20 17% 47.72 20%
structure for improving business efficiency; a sharpened Services
focus on promoting and enhancing products that have Software 21.34 9% 24.68 11%
the maximum potential for generating returns; and pursuing Development
new market opportunities where the competition has Subscription 25.27 11% 19.59 8%
limited capabilities.
Total 230.64 100% 236.14 100%
This restructuring is expected to bear fruits over a multi-
year period. However, the Company’s core business has The Company has maintained a healthy mix of revenues
improved and the Company has become EBITDA positive. during FY2017-18. The share of Maintenance Revenue in
The Company continues to have a diverse set of global the total operating revenue has seen an increase from
customers that provides robust demand for its products, as 40% in the previous year to 43% in FY2017-18, reflecting the
reflected in consistent contract renewals, which in turn has growth in the installed base of the Company’s products;
allowed the Company to successfully cross-sell its offerings Licence Fee income from products licensed to customers
(product licenses, maintenance and support, professional during the year under review is a natural pipeline for future
services) within its customer base. The contract pipeline is maintenance revenue.
strong, with the Company working on opportunities for new
business from both existing and potential customers. The table below provides a split of consolidated operating
revenue by geography:
In light of all these factors, the management believes
that the Company’s is a going concern and its business is Revenue by FY2017-18 FY2016-17
inherently viable, the difficulties being experienced by the Geography Amount % of Total Amount % of Total
Company are on account of a debt-heavy capital structure (` cr.) Operating (` cr.) Operating
and the impact of extraneous factors such as the financial Revenue Revenue
troubles experienced by the majority shareholder group. Asia 40.28 17% 50.31 21%
The Audit Report has also emphasised certain matters Australia, New 36.60 16% 46.47 20%
without qualifying the Auditor’s opinion, viz., impairment Zealand and
of the Company’s investment in and making an expected North America
credit loss provision of 100% for loans granted to an overseas Europe 153.76 67% 139.36 59%
subsidiary; reduction in the majority shareholder group’s
Total 230.64 100% 236.14 100%
shareholding after the completion of the financial year
under a directive of the Honourable Delhi High Court; and Our UK business has done exceeding well and continues
the insolvency proceeding involving the Company’s wholly- to contribute significant value to the global revenue. Our
owned German subsidiary under the German Laws. Wealth Management Solution was recognised with a
number of key industry awards during the period under
The management is in the process of evaluating financial review. The share of revenue generated from Asia and ANZ
restructuring options, including debt restructuring, infusion & North America has declined by four percentage points to
of new capital and selective divestment of assets to 17% and 16% respectively in FY2017-18 due to the renewals
enhance the resources available at the Company’s in FY2016-17.
disposal. The management believes that these initiatives will
impart greater strength and sustainability to the Company’s Operating Expenses
operations and therefore, the financial statements are
Continuing on the earlier year’s initiative, the Company
presented on a going concern basis
has been maintaining a sharp focus on controlling costs
Operating Revenue and in the financial year under review, the Company has
been successful in incrementally reducing costs on several
Consolidated Operating Revenue reported for FY2017- expense lines:
18 was `230.64 cr., a marginal decline of `5.50 cr. or
2.33% from the earlier year. Over 90% of Dion’s revenue is • Employee benefits expenses are lower by 1.6% year-on-
generated outside India and is affected by variations in year.
foreign exchange rates. The decline in revenue in FY2017-
• Rent expenses are lower by more than 8.5% or `1 cr.
18 is primarily on account of longer sales cycles due to the
year-on-year.
increased due diligence by the existing as well as the new
clients. • There has been a saving nearly 5% in travel expenses.
The table below disaggregates consolidated operating However, there is an increase of `13.03 cr. in Other Expenses
revenue on the basis of type: primarily due to provision for doubtful debts and related
party advances. Total Operating Expenses were higher by
Revenue by FY2017-18 FY2016-17 `9.28 cr. or nearly 4.2% year-on-year.
Type Amount % of Total Amount % of Total
Non-Operating Income, comprising interest and
(` cr.) Operating (` cr.) Operating
miscellaneous income, saw a slight increase during the year.
Revenue Revenue
However, there was a significant jump in Non-Operating
License Fees 45.47 20% 49.80 21% Expenses owing to exchange rate fluctuation.

www.dionglobal.com 24
 The Company has booked higher Depreciation &
Amortization to the tune of `7.83 cr., the increase being
attributable to higher capitalisation in developed software.
Finance Cost increased by `8.5 cr. or 19.1% year-on-year
primarily due to penal interest by the banks.
The Profit & Loss Statement carries an exceptional charge
of `419.44 cr. The Company has adopted Ind AS during
the year and as required under the relevant accounting
standards, goodwill arising on consolidation has been
tested for impairment in the manner required under Ind AS.
As an outcome of the exercise, a provision for impairment
of `334.43 cr has been made for the entire goodwill arising
on consolidation. The Company has also provided for
expected credit loss on inter-corporate loan extended to
a related party (including accrued interest) to the entire
extent of the amount outstanding of `85.00 cr. Other
Comprehensive Income was recorded at `12.54 cr. during
the year, as against a corresponding loss of `19.57 cr. in
the previous year primarily on account of exchange rate
differences on translation of foreign operations.
Results of Operations – EBITDA, PAT and Comprehensive
Income
As a result of lower revenues and an overall increase in
expenses, particularly higher other expenses and non-
operating expenses, EBITDA has declined from `32.38 cr. to
`2.55 cr. Net Loss for the year stood at `495.63 cr. and Total
Comprehensive Loss stood at `483.08 cr., with a substantial
portion of the loss being attributable to the exceptional
charge being taken in the Profit & Loss Statement.
7. Human Resources
The year of 2017-18 continued to be a year of re-organization
and restructuring for your Company. All these changes
required to be managed with a lot of sensitivity and care.
HR with support of the management team were able to
successfully implement the changes and more importantly
maintain a level of stability with the retained team.
During a fairly tumultuous 2017-18, HR continued to
pro-actively work on several initiatives to overcome
the challenges faced by the organization to retain the
existing employees as well as attract good talent from
the market. These initiatives include regular management
discussions, acknowledge employees’ accomplishments,
offer role enhancements with larger accountabilities,
maintain transparency and keep them updated with the
future plans and prospects. This helped us in building their
confidence and trust in the Company. HR continued to pro-
actively work on several initiatives towards strengthening
of the human resources management aspects relating
to employee productivity and cost, employee retention,
talent management, employee engagement and various
other engaging activities.
We have continued to nurture a culture of diverse thinking,
leading to an array of ideas and initiatives that resulted in
sustained workforce engagement. We continue to focus on
investing strategically in creating new growth opportunities
for the future while continuing to drive our core to full
potential, ensuring excellence and building on our agile
and high-performance culture.
25
REPORT ON CORPORATE GOVERNANCE
I. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance is an ethically driven business process that is committed to values and conduct aimed at enhancing
an organisation’s wealth generating capacity.
The Company believes that Corporate Governance is a set of guidelines to help fulfil its responsibilities to all its stakeholders.
It is a reflection of the company’s culture, policies, relationship with stakeholders, commitment to values and ethical business
conduct.
The Company’s philosophy lays strong emphasis on transparency, accountability and integrity and the said philosophy is
manifested in its operations through exemplary standards of ethical behavior, both within the organization as well as in external
relationships. As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its business dealings that
avoids conflicts of interest.
Our Corporate Governance framework ensures that we make timely disclosures and share accurate information regarding our
financials and performance, as well as ownership and governance of the Company.
The Company is in compliance with all the requirements of Corporate Governance as stipulated under Regulations 17 to 27
and clauses (b) to (i) of Regulation 46(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”) for the financial year ended March 31, 2018. A report on the implementation of the requirements of Corporate
Governance, as per Schedule V of the Listing Regulations, is given below.
II. BOARD OF DIRECTORS
The Board being representative of stakeholders have a fiduciary relationship and a corresponding duty to all its stakeholders to
ensure that their rights and interests are protected.
A. BOARD’S COMPOSITION AND CATEGORY
The Company has an optimum combination of Non-Executive and Independent Directors, representing a judicious mix of
professionalism, diversity and wide spectrum, which brings in strategic guidance, leadership and an independent view to
the Company’s Management while discharging its fiduciary responsibilities, thereby, ensuring that Management adheres to
highest standards of ethics, transparency and disclosure.
As at March 31, 2018, the Board comprised of 7 (Seven) Directors and all of them are Non-Executive Directors. Amongst the
7 (Seven) Non-Executive Directors, 1 (One) is Non-Executive Chairman and 3 (Three) are Independent Directors including 1
(One) Woman Director. The size and composition of the Board conforms to the requirements of the Companies Act, 2013
(“Act”) and Regulation 17 of the Listing Regulations.
The details relating to composition & category of Directors, Number of Directorships and Committee Memberships /
Chairpersonships held by them in other companies, as at March 31, 2018, are given below:
S. Name of the Director Category No. of Directorships No. of Committee Memberships
No. held in other / Chairpersonships held in other
companies (*) companies (**)
Member Chairperson
1 Mr. Maninder Singh Chairman and Non-  3 (including 1 NIL 1
Grewal^ Executive Non - Independent listed company)
(DIN: 00648031) Director
2 Mr. Amit Sethi% Non-Executive Independent 2 (including 1 listed 1 NIL
(DIN: 02821578) Director company)
3 Mr. Balinder Singh Dhillon^^ Non-Executive Non- 3 (including 1 listed 1 NIL
(DIN:02500621) Independent Director company)
4 Mr. Daljit Singh# Non-Executive Non- 6 (including 2 listed 2 NIL
(DIN: 00135414) Independent Director companies)
5 Mr. Rashi Dhir% Non-Executive Independent 2 (including 1 listed 1 1
(DIN: 06724601) Director company)
6 Dr. Vandana Nadig Nair@ Non-Executive Independent 2 (including 1 listed 1 NIL
(DIN: 05192560) Director company)
7 Mr. Vivek Satish Agarwal$ Non-Executive Non- 3 (including 1 listed 1 NIL
(DIN: 05218475) Independent Nominee company)
Director
* Not include directorships held in Foreign Companies and Companies registered under Section 8 of the Act but includes directorship held
in Dion Global Solutions Limited.
** Represents Membership / Chairpersonship of the Audit Committee and Stakeholders’ Relationship Committee of Indian Public Limited
Companies, whether listed or not, including Dion Global Solutions Limited. Foreign Companies, Private Limited Companies and Companies
registered under Section 8 of the Act have not been considered.
^ Re-designated as Independent Director of the Company with effect from July 19, 2018 and will hold the office of Independent Director
for a term of 5 (five) years from the aforesaid date. The said appointment to the office is subject to the approval of shareholders of the
Company in the general meeting.

www.dionglobal.com 26
 ^^ Resigned from the office of Director of the Company with effect from April 19, 2018.
$ Resigned from the office of Director of the Company with effect from May 16, 2018.
# Resigned from the office of Director of the Company with effect from May 28, 2018.
@ Resigned from the office of Director of the Company with effect from June 21, 2018.
% Resigned from the office of Directors of the Company with effect from September 12, 2018.

During the financial year 2017-18, Dr. Gaurav Laroia, Non-Executive Independent Director and Mr. Ravi Umesh Mehrotra,
Non-Executive Non-Independent Director have resigned from the office of Directors of the Company with effect from April
12, 2017 and Mr. Ralph James Horne, Non-Executive Non-Independent Director, has resigned from the office of Director of the
Company with effect from March 29, 2018.
Subsequent to the financial year ended March 31, 2018, Ms. Kiran Sharma, Ms. Jayashree Swaminathan and Mr. Sanjeev
Chandna have been appointed as Additional Directors (in the category of Non-Executive Independent Director) on the Board
of the Company with effect from August 14, 2018, August 31, 2018 and September 12, 2018 respectively.
Notes:
(i) The Independence of a Director is determined by the criteria stipulated under Regulation 16(1)(b) of the Listing Regulations
and Section 149(6) of the Act.
(ii) None of the above Directors are related to each other.
(iii) None of the Directors on the Board of the Company is a Member in more than 10 (Ten) Committees across all the public limited
companies in which he / she is a Director or act as a Chairperson of more than 5 (Five) Committees across all the listed entities
in which he / she is a Director. Necessary disclosures regarding Committee positions in public limited companies as on March
31, 2018 have been made by the Directors.
(iv) None of the Independent Directors of the Company are serving as an Independent Director in more than seven listed
companies.
B. BOARD MEETINGS & ATTENDANCE
The dates of the Board Meetings for the forthcoming year are decided in advance and the agenda papers for each Board
Meeting are circulated in advance to the Directors before the meeting. All material informations are incorporated in the
agenda so as to give sufficient time to the Directors to go through the presentations / documents and take a well-informed
decision. In case of exigencies/sensitive matters, the details are directly placed at the meeting, with the permission of the
Chair. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted.
The Board meets at least once in a quarter to review the performance of the Company and approves, inter-alia, the financial
results. Whenever necessary, additional meetings are held. In case of business exigencies or urgent matters, resolutions are
passed by circulation. With the permission of Chair, Company’s executives are invited to meetings of the Board / Committees
at which their presence and expertise helps the Members to develop a full understanding of matters being deliberated.
Video conferencing and / or other audio visual means are being used effectively to enable participation of the Directors who
cannot attend the Board / Committee meeting(s) in person.
During the financial year 2017-18, the information as mentioned in Part A of Schedule II of the Listing Regulations, wherever
applicable, has been placed before the Board for its consideration. The information is generally provided as a part of the
agenda of the Meeting and/or is placed at the table during the course of the Meeting.
The Board periodically reviews the mechanism put in place by the management to ensure the compliances with Laws and
Regulations as may be applicable to the Company as well as the steps taken by the Company to rectify the instances of non-
compliances, if any.
During the year under review, 4 (Four) Board Meetings were held on May 25, 2017, August 24, 2017, December 14, 2017 and
February 14, 2018 respectively.
The intervening period between the Board Meetings was within the maximum time gap as prescribed under the Act and
Regulation 17 of the Listing Regulations.
The last Annual General Meeting (AGM) of the Company was held on September 26, 2017.
Details of attendance of Directors at the above said Board Meetings and at the last AGM are as under:

S. No Name of Director
1 Mr. Maninder Singh Grewal
2 Mr. Amit Sethi
3 Mr. Balinder Singh Dhillon
4 Mr. Daljit Singh
5 Dr. Gaurav Laroia##
6 Mr. Ralph James Horne
7 Mr. Rashi Dhir
8 Mr. Ravi Umesh Mehrotra##
No. of Board Meetings attended Whether attended last AGM
4 Yes*
4 No
4 No
2 No
0 No
&
0 No
2 Yes**
0 No

27
 S. No Name of Director No. of Board Meetings attended Whether attended last AGM
9 Dr. Vandana Nadig Nair 3 No
10 Mr. Vivek Satish Agarwal $
1 No
* Attended the AGM also as Chairman of Stakeholders’ Relationship Committee and on behalf of Mr. Amit Sethi, Chairman of Nomination
and Remuneration Committee to answer to the queries of shareholders.
** Attended the AGM also as Chairman of Audit Committee to answer to all the queries of shareholders.
## Resigned from the office of Director of the Company with effect from April 12, 2017.
& Resigned from the office of Director of the Company with effect from March 29, 2018.
$ Attended 1 (One) meeting (included herein) through video-conferencing but not counted for quorum as the facility of recoring could not
be enabled.
During the year under review, one meeting of the Independent Directors of the Company was held on February 14, 2018
without the attendance of non-independent directors and members of management. Along with other matters, Independent
Directors discussed the matters as specified in Schedule IV of the Act and Regulation 25 of the Listing Regulations. All the
Independent Directors attended the meeting.
Familiarization Programme for Independent Directors
In compliance with Regulation 25(7) of the Listing Regulations, the Company has made familiarization programmes to familiarize
Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company, etc. Details of such familiarization programme are uploaded on the
website of the Company & can be accessed through the link http://investors.dionglobal.com/Familiarisation-Programme.
aspx.
C. SHAREHOLDING OF NON-EXECUTIVE DIRECTORS
The shareholding of the Non-Executive Directors in the Equity Shares of the Company as at March 31, 2018 are as follows:

S. No. Name of Director Number of Equity Shares held

1 Mr. Maninder Singh Grewal 2,56,184
2 Mr. Amit Sethi Nil
3 Mr. Balinder Singh Dhillon Nil
4 Mr. Daljit Singh Nil
5 Mr. Rashi Dhir Nil
6 Dr. Vandana Nadig Nair Nil
7 Mr. Vivek Satish Agarwal Nil
TOTAL 2,56,184
III. COMMITTEES OF THE BOARD
In terms of the Listing Regulations and the Act, the Board has constituted 3 (Three) Committees viz. Audit Committee, Nomination
& Remuneration Committee and Stakeholders’ Relationship Committee.
Keeping in view the requirements of the Act as well as the Listing Regulations, the Board decides the terms of reference of these
Committees and the assignment of members to various Committees. The recommendations, if any, of these Committees are
submitted to the Board for approval.
In addition to the above, the Board has also constituted Loan / Investment & Borrowing Committee. However, the said
committee has been merged with the Audit Committee effective May 24, 2018 and ceased to exist.
Details of the role and composition of above said Board Committees including number of meetings held during the year under
review and attendance thereat are provided below:

(1) AUDIT COMMITTEE

(a) Composition
The composition of the Audit Committee as at March 31, 2018 are as under:

S. No. Name Designation

1. Mr. Rashi Dhir Chairman
2. Mr. Amit Sethi Member
3. Mr. Vivek Satish Agarwal Member
4. Dr. Vandana Nadig Nair Member
The composition of the Committee meets the requirements of Section 177 of the Act and Regulation 18 of the Listing
Regulations. All members of the Committee are financially literate and have requisite accounting and financial
management expertise. The Company Secretary of the Company acts as the Secretary of the Committee.

www.dionglobal.com 28
 During the year under review, Dr. Gaurav Laroia, Non-Executive Independent Director, has resigned from the office of
Director of the Company with effect from April 12, 2017 and consequently, ceased to be Member of the Committee from
the said date.
Subsequent to the financial year ended March 31, 2018, all the Members of the Committee have resigned from the
office of Director and accordingly, as at the date of this report, the Committee comprises of Mr. Sanjeev Chandna,
Independent Director, as Chairperson and Ms. Kiran Sharma & Mr. Maninder Singh Grewal, Independent Directors, as
Members of the Committee.
(b) Terms of Reference
The roles and responsibilities reflecting the salient terms of reference of the Audit Committee include, but are not limited
to the following:
1. Oversight of the Company’s financial reporting process and the disclosure of the financial information to ensure that
the financial statement is correct, sufficient and credible;
2. To recommend appointment, remuneration and terms of appointment of auditors of the company;
3. To approve the payment to statutory auditors for any other services rendered by the statutory auditors;
4. To review with the management, the annual financial statements and auditor’s report thereon before submission to
the board for approval, with particular reference to:
i) matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report
in terms of Section 134 (3)(c) of the Companies Act, 2013.
ii) changes, if any, in accounting policies and practices and reasons for the same.
iii) major accounting entries involving estimates based on the exercise of judgment by management.
iv) significant adjustments made in the financial statements arising out of audit findings.
v) compliance with listing and other legal requirements relating to financial statements.
vi) disclosure of any related party transactions.
vii) qualifications in the draft audit report.
5. To review with the management, the quarterly financial statements before submission to the board for approval;
6. To review with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this
matter;
7. To review and monitor the auditor’s independence and performance, and effectiveness of audit process;
8. To approve or any subsequent modification of transactions of the company with related parties;
9. To scrutinize inter-corporate loans and investments;
10. To do valuation of undertakings or assets of the company, wherever it is necessary;
11. To do evaluation of internal financial controls and risk management systems;
12. To review with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
13. To review the adequacy of internal audit function, reporting structure coverage and frequency of internal audit;
14. To discuss with internal auditors any significant findings and follow up there on;
15. To review the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. To discuss with statutory auditors before the audit commences, about the nature and scope of audit as well as post-
audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower mechanism;
19. To approve appointment of CFO after assessing the qualifications, experience and background, etc. of the
candidate;
20. To carry out any other function as is mentioned in the terms of reference of the Audit Committee / specifically
referred to the Committee by the Baord of Directors.
In addition to the above roles and responsibilities, the Committee shall perform the duties required of an Audit
Committee by applicable statute’s, requirements of the Stock Exchange on which the securities are listed and all
other applicable laws.
(c) Meetings and attendance during the year
During the year under review, 4 (Four) meetings of the Audit Committee were held on May 25, 2017, August 24, 2017,
December 14, 2017 and February 14, 2018 respectively.

29
 The attendance of Members of the Committee at the above-said meetings are as follows:
Name of the Member No. of Meetings Attended
Mr. Rashi Dhir 2
Dr. Gaurav Laroia ## 0
Mr. Amit Sethi^^ 4
Dr. Vandana Nadig Nair ^^ 3
Mr. Vivek Satish Agarwal $
1
## Resigned from the office of Director of the Company with effect from April 12, 2017 and consequently ceased to be member of the
Committee.
^^ Appointed as the member of the Committee with effect from April 14, 2017.
$ Attended 1 (One) meeting (included herein) through video-conferencing but not counted for quorum as the facility of recoring
could not be enabled.
The necessary quorum was present at all the meetings.
Chief Executive Officer, Chief Financial Officer and representatives of the Statutory Auditors & Internal Auditors are
generally invited to the meetings of the Audit Committee.

(2) NOMINATION AND REMUNERATION COMMITTEE (“NRC”)

(a) Composition
The composition of the NRC as at March 31, 2018 are as under:-
S. No. Name Designation
1. Mr. Amit Sethi Chairman
2. Mr. Daljit Singh Member
3. Mr. Maninder Singh Grewal Member
4. Dr. Vandana Nadig Nair Member
The composition of the NRC meets the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations.
The Company Secretary of the Company acts as the Secretary of the NRC.
During the year under review, Dr. Gaurav Laroia, Non-Executive Independent Director, has resigned from the office of
Director of the Company with effect from April 12, 2017 and consequently ceased to be Member & Chairman of the
Committee from the said date.
Subsequent to the financial year ended March 31, 2018, 3 Members of the Committee have resigned from the office
of Directors and accordingly, as at the date of this report, the Committee comprises of Ms. Jayashree Swaminathan,
Independent Director, as Chairperson and Mr. Sanjeev Chandna & Mr. Maninder Singh Grewal, Independent Directors,
as Members of the Committee.
(b) Terms of Reference
The roles and responsibilities reflecting the salient terms of reference of the NRC include, but are not limited to the following:
1. To formulate the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and
other employees.
2. To formulate criteria for evaluation of every Director’s performance, Committees of the Board and the Board.
3. To devise a policy on Board diversity.
4. To identify persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board their appointment and removal.
5. To recommend whether to extend or continue the term of appointment of Independent Directors on the basis of
the report of performance evaluation.
6. To carry out any other function as is mentioned in the terms of reference of the NRC / specifically referred to the
Committee by the Baord of Directors.
In addition to the above roles and responsibilities, the Committee shall perform the duties required of NRC by the
applicable laws.
(c) Meetings and attendance during the year
During the year under review, 4 (Four) meetings of the NRC were held on May 25, 2017, August 24, 2017, December 14,
2017 and February 14, 2018 respectively.
The attendance of Members of the Committee at the above-said meetings are as follows:

Name of the Member No. of Meetings Attended

Mr. Amit Sethi^^ 4
Dr. Gaurav Laroia ##
0
Mr. Daljit Singh 2

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 Name of the Member No. of Meetings Attended
Mr. Maninder Singh Grewal 4
Dr. Vandana Nadig Nair 3
## Resigned from the office of Director of the Company with effect from April 12, 2017 and consequently ceased to be Member &
Chairman of the Committee from the said date.
^^ Appointed as the Member & Chairman of the Committee with effect from April 14, 2017.
The necessary quorum was present at all the meetings.
(d) Performance Evaluation criteria for Independent Directors
Pursuant to the provisions of Section 149 read with Schedule IV of the Act and Regulation 17 of the Listing Regulations, the
Board has carried out the performance evaluation of Independent Directors, excluding the Director being evaluated.
The performance evaluation criteria for independent directors is determined by the NRC.
For the process of performance evaluation of Independent Directors, kindly refer the Board Evaluation section of Directors
Report.
Remuneration Policy & criteria of making payments to Executive and Non-Executive Directors including Independent
Director
The Remuneration Policy of the Company is aimed at rewarding the performance, based on review of achievements on
a regular basis and is in consonance with the existing industry practice.
The Directors’ Remuneration Policy of your Company is in line with the provisions of the Companies Act, 2013. The
remuneration payable to the Executive Director(s) is, as recommended by the NRC, decided by the Board and approved
by the Shareholders and Central Government, wherever required.
Presently, the Non-Executive Independent Directors are being paid only the sitting fees for attending the meetings of the
Board of Directors and two Committees of the Board viz. Audit Committee and Nomination & Remuneration Committee.
The Governance Document for Board which inter-alia includes the Directors’ Remuneration Policy of the Company is
made available on the website of the Company at http://investors.dionglobal.com/Policies-Codes.aspx.
During the financial year ended March 31, 2018, the Company has no Executive Directors and accordingly, the details of
remuneration to Executive Directors has not been provided.
Remuneration to Non-Executive Directors
Except the sitting fees being paid to Non-Executive Independent Directors, there is no other pecuniary relationship or
transaction between such Directors and the Company. The details of sitting fees paid to Independent Directors during
the financial year ended March 31, 2018 is as follows:

S. No Name of Director Gross Sitting Fees (`)

1 Mr. Amit Sethi 2,40,000
2 Dr. Gaurav Laroia## Nil
3 Mr. Rashi Dhir 80,000
4 Dr. Vandana Nadig Nair 1,80,000
## Resigned from the office of Director of the Company with effect from April 12, 2017.
The Company has not granted any stock options to any of its Directors during the year under review.

(3) STAKEHOLDERS’ RELATIONSHIP COMMITTEE

(a) Composition
The composition of the Stakeholders’ Relationship Committee as at March 31, 2018 are as under:-

S. No. Name Designation

1 Mr. Maninder Singh Grewal Chairman
2 Mr. Balinder Singh Dhillon Member
3 Mr. Rashi Dhir Member
The composition of the Committee meets the requirements of Section 178 of the Act and Regulation 20 of the Listing
Regulations. The Company Secretary of the Company acts as the Secretary of the Committee.
Subsequent to the financial year ended March 31, 2018, 2 Members of the Committee have resigned from the office
of Directors and accordingly, as at the date of this report, the Committee comprises of Ms. Kiran Sharma, Independent
Director, as Chairperson and Mr. Sanjeev Chandna, Independent Director, as Member of the Committee.

31
 (b) Terms of Reference
The terms of reference of the Committee are as under:
1. To oversee and review all matters connected with securities of the Company.
2. To monitor redressal of Shareholders’ / Investors’ complaints / queries related to transfer / transmission / consolidation
/ splitting of shares, non-receipt of Balance Sheet, dividend, etc.
3. To monitor and review the performance of the Registrar and Transfer Agent of the Company and recommends
measures for overall improvement in the quality of Investor services.
4. Such other role/functions as may be specifically referred to the Committee by the Board of Directors and / or other
committees of Directors of the Company or mentioned in the Listing Regulations.
(c) Meetings and attendance during the year
During the year under review, 4 (Four) meetings of the Stakeholders Relationship Committee were held on May 25, 2017,
August 24, 2017, December 14, 2017 and February 14, 2018 respectively.
The attendance of members of the Committee at the above said meetings are as follows:

Name of the Member No. of Meetings Attended

Mr. Maninder Singh Grewal 4
Mr. Balinder Singh Dhillon 4
Mr. Rashi Dhir 2
The necessary quorum was present at all the meetings.
(d) Investor Grievance Redressal:
The details of Investors Complaints received and resolved during the financial year 2017-18 is as under:

No. of Investor No. of Investor Complaints No. of Investor Complaints No. of Investor
Complaints pending as at received from April 1, 2017 to resolved from April 1, 2017 Complaints pending
April 1, 2017 March 31, 2018 to March 31, 2018 as at March 31, 2018

0 23 23 0

The Company gives utmost priority to the redressal of Investors’ Grievances which is evident from the fact that all
complaints received from the investors were resolved expeditiously, to the satisfaction of the investors.
Mr. Tarun Rastogi, Company Secretary, is the Compliance Officer of the Company pursuant to the Listing Regulations.
(4) LOAN / INVESTMENT AND BORROWING COMMITTEE
The Committee has been constituted to invest the funds of the company, borrow monies, make loans in the form of subscription/
acquisition/purchase of securities, loans, Guarantees, Inter Corporate Deposits in Subsidiaries / any body corporate(s) or
otherwise.
(a) Composition
The composition of the Loan / Investment & Borrowing Committee as at March 31, 2018 are as under:

S. No. Name Designation

1. Mr. Balinder Singh Dhillon Member
2. Mr. Maninder Singh Grewal Member
Subsequent to the financial year ended March 31, 2018, the Committee has been merged with Audit Committee on May
24, 2018 and ceased to exist.
(b) Meetings and attendance during the year
During the year under review, 1 (One) meeting of the Committee was held on May 19, 2017.
The attendance of members of the Committee at the above said meeting are as follows:

Name of the Member No. of Meeting Attended

Mr. Maninder Singh Grewal 1
Mr. Balinder Singh Dhillon 1
Mr. Ralph James Horne& 0
& Resigned from the office of Director of the Company with effect from March 29, 2018 and consequently ceased to be Member of
the Committee from the said date.

The necessary quorum was present at the meeting.

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IV. GENERAL BODY MEETINGS
(a) Annual General Meetings
Details of the Annual General Meetings held during the last three financial years are as follows:

Financial Date Day Time Venue Special Resolution (s) passed

Year

2014-15 18.09.2015 Friday 10:00 A.M. Sri Sathya Sai International 1. Adoption of new set of
Centre, Pragati Vihar, Lodhi Articles of Association
Road, New Delhi – 110003
2. Approval for entering into
Related Party Transactions

2015-16 23.09.2016 Friday 04:30 P.M. Sri Sathya Sai International Raising of funds.
Centre, Pragati Vihar, Lodhi
Road, New Delhi – 110003

2016-17 26.09.2017 Tuesday 10:30 A.M. India Islamic Cultural Centre, Raising of funds.
87-88, Lodhi Road,
New Delhi – 110003

The above Special Resolutions were passed with requisite majority.

No special resolution was put through Postal Ballot at the last Annual General Meeting nor is proposed at the ensuing
Annual General Meeting.

(b) Extra-ordinary General Meeting

During the period under review, no Extra-ordinary General Meeting was held.

(c) Postal Ballot

During the financial year 2017-18, the Company has conducted a Postal Ballot in compliance with Regulation 44 of the
Listing Regulations and in pursuance of Section 108 read with Section 110 and other applicable provisions of the Act read
with Companies (Management and Administration) Rules, 2014 for approval for entering into Related Party Transaction(s).

Persons responsible for the postal ballot exercise:

Mr. Maninder Singh Grewal, Chairman; Mr. Gopala Subramanium, CFO and Mr. Tarun Rastogi, Company Secretary of the
Company were appointed as persons responsible for conducting postal ballot process in a fair and transparent manner.
Mr. Sanjay Grover, Managing Partner of M/s Sanjay Grover & Associates, Company Secretaries, New Delhi was appointed
as Scrutinizer to conduct the Postal Ballot process. Mr. Sanjay Grover conducted the process and submitted his report to
the Chairman.

Procedure followed for Postal Ballot

A detailed procedure followed by the Company for conducting the postal ballot process is provided hereunder:

• The Company issued the Postal Ballot Notice dated May 25, 2017, for the above matter. The draft resolution together
with the explanatory statement, the Postal Ballot forms and self-addressed postage pre-paid envelope containing
the address of the scrutinizer were sent to the Members through e-mail and courier. In terms of Regulation 44 of the
Listing Regulations, e-voting facility was also provided to Members of the Company;

• Members were advised to read carefully the instructions printed on the Postal Ballot form and return the duly
completed form in the attached self-addressed postage pre-paid envelope, so as to reach the Scrutinizer on or
before close of working hours (i.e. upto 5:00 PM IST) on July 24, 2017;

• No postal ballot form(s) have been received by the Scrutinizer and considering the voting through electronic mode
upto the close of working hours (i.e. upto 5:00 PM IST) on July 24, 2017, Mr. Sanjay Grover submitted his report on July
26, 2017;

• The results of the Postal Ballot were declared on July 26, 2017 at the registered office of the Company by placing on
the notice board of the Company. The resolution has been taken as passed effectively on the last date specified
for receipt of duly completed Postal Ballot Forms (i.e. July 24, 2017) as the requisite majority of the Members had
assented to the said resolution;

• The results of the Postal Ballot were hosted on the website of the Company www.dionglobal.com and of Karvy
Computershare Pvt. Ltd. at https://evoting.karvy.com and simultaneously communicated to the BSE Limited, where
the equity shares of the Company are listed.

33
 Details of Voting Pattern of Postal Ballot
Resolution: Approval for entering into Related Party Transaction(s)
Consolidated details of Voting through e-voting and postal ballot forms on the resolution are given below:
Paid-up value of the % of Total Paid-up
No. of No. of Equity
Particulars Equity Shares Equity Capital
shareholders Shares
(In Rs.) (Approx.)
Net Votes Received 11 79,82,638 7,98,26,380 24.77
Less: Invalid Votes 0 0 0 0
Net valid votes 11 79,82,638 7,98,26,380 24.77
Votes with assent 11 79,82,638 7,98,26,380 24.77
Votes with dissent 0 0 0 0

V. DISCLOSURES
A. Related Party Transactions
All the transactions entered into with the Related Parties as per the Act and Regulation 23 of the Listing Regulations during
the financial year 2017-18 were in the ordinary course of business and on an arm’s length basis.
The required statements / disclosures with respect to the related party transactions are placed before the Audit Committee
on regular basis. Suitable disclosures as required by the Indian Accounting Standard-24 have been made in notes to the
Financial Statements.
Further, the Company has not entered into any transaction of material nature with Promoters, the Directors or the
management, their subsidiaries or relatives etc. that may have any potential conflict with the interest of the Company at
large. The Company’s major related party transactions are generally with its subsidiaries and group companies.
In accordance with Regulation 23 of the Listing Regulations, a policy relating to dealing with Related Party Transactions
has been uploaded on the website of the Company & can be accessed through the link http://investors.dionglobal.
com/Policies-Codes.aspx.
B. Management’s Discussion and Analysis Report
The Management’s Discussion and Analysis Report forms part of the Directors’ Report.
C. Details of non-compliance by the Company
Neither any penalty nor any stricture has been imposed by SEBI or any other Statutory Authority on any matter relating to
capital markets, during the last three years.
However, Members may please note that this year finalisation of annual audited accounts has taken more than
anticipated time as the Company has adopted Indian Accounting Standards with effect from April 1, 2017. Hence, the
Company was not able to declare its audited financial results within the prescribed timelines under Regulation 33 of the
Listing Regulations. The Company has declared its audited financial results for the financial year ended March 31, 2018 on
August 14, 2018.
Further, BSE vide its letter and E-mail dated June 15, 2018 and September 19, 2018 respectively had levied a total fine of
Rs. 8,28,679/- on the Company for non-compliance of Regulation 33 of the Listing Regulations by not submitting its audited
financial results within 60 days from the end of the financial year ended March 31, 2018. The Company has paid all the
fine.
D. Details of compliance with mandatory requirements of Corporate Governance
The Company has complied with the mandatory requirements of the Listing Regulations. The Company has submitted the
Quarterly Compliance Reports to the Stock Exchange within the prescribed time limit.
M/s VAP & Associates, Company Secretaries, have certified that the Company has complied with the mandatory
requirements of Corporate Governance as stipulated in the Listing Regulations.
E. Whistle Blower Policy / Vigil Mechanism
The Company promotes ethical behaviour in all its business activities & has put in place a mechanism in form of
Whistle Blower Policy (“Policy / Mechanism”) for reporting of instances of alleged wrongful conduct or gross waste
or misappropriation of funds including instances of unethical behaviour, actual or suspected fraud or violation of the
company’s code of conduct. Through this Policy, the Company seeks to provide a procedure for all the employees and
Directors of the Company to report concerns about unethical and improper practice taking place in the Company and
provide for adequate safeguards against victimization of Director(s) / employee(s) who avail of the mechanism and also
provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Company has adopted a
Policy in line with the requirements laid down under Section 177 of the Act and Regulation 22 of the Listing Regulations.
The detail of establishment of such Policy/Mechanism has been uploaded on the website of the Company & can be
accessed through the link http://investors.dionglobal.com/Policies-Codes.aspx It is hereby confirmed that no personnel
has been denied access to the Audit Committee.
F. Details of adoption of non-mandatory requirements
The Company has complied with and adopted the following non-mandatory requirements of Regulation 27 read with
Part E of Schedule II of the Listing Regulations:

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 (1) Shareholder Rights
The quarterly financial results are published in the newspapers as detailed under the heading “Means of
Communication” at S. No. VI herein below and also displayed on the website of the Company. In view of the
foregoing, the half yearly results of the Company are not sent to the Shareholders individually.
(2) Modified Opinion in Audit Report
The Company believes in maintaining its accounts in a transparent manner and aims at receiving unmodified report
of auditors on the financial statements of the Company. However, the auditors have qualified their auditor report
for the financial year 2017-18. Management response on the qualified opinion has been provided in the Directors’
Report for the financial year ended March 31, 2018.
(3) Separate posts of Chairperson & Chief Executive Officer (CEO)
The Company has appointed separate persons to the post of Chairperson and CEO. Mr. Maninder Singh Grewal is
the Non-Executive Chairperson and Mr. Michel Borst is the CEO of the Company.
(4) Reporting of Internal Auditor
The Internal Auditor of the Company reports to the Audit Committee.
G. CHIEF EXECUTIVE OFFICER (CEO) & CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
The CEO and CFO certification as stipulated in Regulation 17(8) of the Listing Regulations, was placed before the Board
along with financial statement(s) for the financial year ended March 31, 2018 and the same is annexed & forms part of
this Annual Report.
H. SUBSIDIARY COMPANIES
During the year under review, the Company does not have any material unlisted Indian subsidiary company.
The minutes of the Board Meetings / resolutions passed by the Board of the subsidiary companies as well as the statement
of significant transactions and arrangements entered into by the subsidiaries, if any, are placed before the Board of
Directors of the Company from time to time.
In accordance with Regulation 16(1)(c) of the Listing Regulations, a policy for determining ‘material’ subsidiaries has been
uploaded on the Company’s website and can be accessed through the link http://investors.dionglobal.com/Policies-
Codes.aspx.
VI. MEANS OF COMMUNICATION
The Company has promptly reported all material information including declaration of financial results, press releases,
shareholding pattern, news about the Company and certain other shareholder information to the BSE Limited (“BSE”), where
the equity shares of the Company are listed. Such information is also simultaneously displayed on the Company’s website i.e.
www.dionglobal.com.
The financial results - quarterly, half yearly and annual results are communicated to the shareholders by way of publication in
the newspapers i.e. Financial Express (English Edition) and Jansatta (Hindi Edition).
All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are
also filed electronically on the BSE Listing Centre.
The Company intimates the BSE on all price sensitive information or such other matter which in its opinion are material and of
relevance to the investors.
Press releases / official news are sent to the BSE before disseminating the same to the media and are also displayed on the
Company’s website. The Annual Report of the Company are also placed on the Company’s website and can be downloaded.
The Company has designated the following e-mail ID investorgrievances@dionglobal.com exclusively for redressal of
shareholders complaints / grievances. For any query, please write to us at the above e-mail Id.
The Company’s website contains a separate dedicated section ‘Investor Relations’ where shareholders’ information is
available. The presentations made to the Investors are also displayed on the website.
VII. GENERAL SHAREHOLDERS INFORMATION
(i) Annual General Meeting
Date : Friday, December 14, 2018
Time : 10:30 A.M.
Venue : India Islamic Cultural Centre, 87-88, Lodhi Road, New Delhi - 110003
(ii) Financial Year
The financial year of the Company is starting from April 1 and ending on March 31 of the next year.
Financial Calendar 2018-19 (tentative and subject to change)
S. No. Tentative Schedule Tentative Board Meeting Date
(On or Before)
1 Financial Reporting for the quarter ended June 30, 2018 August 14, 2018
2 Financial Reporting for the half year ended September 30, 2018 November 14, 2018
3 Financial Reporting for the quarter ending December 31, 2018 February 14, 2019
4 Financial Reporting for the quarter / year ending March 31, 2019 May 30, 2019
5 Annual General Meeting for the year ending March 31, 2019 On or before September 30, 2019

35
 (iii) Book Closure Period
The Register of Members and Share Transfer books of the company shall remain closed from Saturday, December 8, 2018
to Friday, December 14, 2018 (both days inclusive) for the purpose of 23rd Annual General Meeting of the Company.
(iv) Dividend payment date
No dividend has been recommended for the financial year 2017-18.
(v) Listing details
As on date, the Company’s Equity Shares are listed on the following Stock Exchange:

Name Address
BSE Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001
The Company has paid annual listing fees for the financial years 2017-18 and 2018-19 to the BSE.
(vi) Stock Code / ID
Scrip Code : 526927
Scrip ID : The Scrip ID of the Company at BSE is “DION”.
(vii) Market Price Data: BSE Limited
The monthly high and low of share prices of the Company during the financial year 2017-18 at BSE is as follows:
(In `)
Month High Low
April 2017 69.75 62.20
May 2017 74.00 60.00
June 2017 71.80 59.50
July 2017 71.90 59.00
August 2017 61.70 48.70
September 2017 52.50 33.00
October 2017 41.00 35.00
November 2017 47.85 34.20
December 2017 48.00 36.60
January 2018 59.70 36.35
February 2018 42.30 27.90
March 2018 29.65 21.90
(viii) Performance of the share price of the Company in comparison to the BSE Sensex :

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(ix) During the financial year 2017-18, the Equity Shares of the Company were not suspended from trading.
(x) Registrar and Transfer Agent
Karvy Computershare Private Limited is acting as Registrar and Transfer Agent (RTA) of the Company for handling the shares
related matters both in physical as well as dematerialized mode. All work relating to equity shares are being handled by them.
The Shareholders are, therefore, advised to send all their correspondence directly to the RTA. The address for communication
is:
M/s Karvy Computershare Private Limited
Karvy Selenium Tower B, Plot 31-32, Gachibowli,
Financial District, Nanakramguda,
Hyderabad – 500 032
Tel. No: 040 - 67162222
Fax No. : 040 – 23420814
E-mail: einward.ris@karvy.com
Website: www.karvycomputershare.com
However, for the convenience of shareholders, correspondence relating to shares received by the Company is forwarded to
the RTA for necessary action thereon.
(xi) Share Transfer System
The Company’s Equity share being in compulsory demat list, are transferable through the depository system. However, shares
in the physical form are processed and approved by the Registrar & Transfer Agent (RTA).
The Board has delegated the authority for approving transfer, transmission, etc. of the Company’s securities to the Karvy
Computershare Private Limited, RTA of the Company, upto the specified limit. The share certificate received by the Company
/ RTA for registration of transfers / transmission, are processed by RTA and transferred expeditiously and the endorsed Share
Certificate(s) are returned to the shareholder(s) within the prescribed statutory period provided the transfer documents lodged
with all complete in all respects. A summary of transfer / transmission, etc. of securities of the Company so approved by the RTA
is placed at every Board Meeting.
SEBI vide its circular dated 20th April, 2018, has mandated that the companies through their RTA shall take special efforts
to collect the PAN and Bank Account details of all the shareholders holding securities in physical form. In this regard, the
Company, through its RTA, has already sent notices on July 19, 2018 and first reminder thereof on November 09, 2018 to the
shareholders for submission of their PAN and Bank Account details for registration / updation.
Further, SEBI vide its notification dated June 8, 2018 has also amended Regulation 40(1) of the Listing Regulations pursuant to
which requests for effecting transfer of securities shall not be processed with effect from December 5, 2018 unless the securities
are held in the dematerialized form with a depository. In this regard, the Company, through its RTA, has already sent notices
on July 19, 2018 and first reminder thereof on November 09, 2018 to the shareholders requesting them to get their physical
shareholding dematerialized for any further transfers from December 5, 2018.
As per the provisions of the Act, facility for making nomination is available for Members in respect of shares held by them.
Members holding shares in physical form may obtain nomination form from the Company or RTA of the Company. Members
holding shares in demat form may contact their respective Depository Participants for recording of nomination.
The Company obtains half-yearly certificate of compliance related to share transfer formalities from a Company Secretary
in Practice as required under Regulation 40(9) of the Listing Regulations and files a copy of the Certificate with the Stock
Exchange on or before the due date.

(xii) Shareholding Pattern as on March 31, 2018:

Category No. of Shares held Percentage of total

shareholding (%)
Promoters and Promoter Group (A) 18,614,578 57.76
Public Shareholding (B):
Mutual Funds / UTI Nil 0.00
Banks / Financial Institutions 208,270 0.65
Foreign Portfolio Investors / Foreign Institutional 972,500 3.02
Investors / Foreign Bodies
Bodies Corporate 8,207,681 25.47
Non Resident Indians 125,666 0.39
Indian Public & Others 4,098,711 12.72
Sub-total (B) 13,612,828 42.24
Total (A+B) 32,227,406 100.00

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(xiii) Distribution of Shareholding as on March 31, 2018:
Categories Shareholders Equity Shares held
(No. of Shares)
No. % to total No. of Shares % to total Shares
Shareholders
001-500 16,540 93.34 1,211,209 3.76
501-1000 565 3.19 442,758 1.37
1001-2000 283 1.60 424,081 1.32
2001-3000 122 0.69 315,050 0.98
3001-4000 53 0.30 186,987 0.58
4001-5000 28 0.16 130,079 0.40
5001-10000 57 0.32 388,100 1.20
10001 and above 72 0.40 29,129,142 90.39
Total 17,720 100.00 32,227,406 100.00
(xiv) Dematerialization of Shares and Liquidity
The Company’s Equity Shares are available for trading in dematerialized form. To facilitate trading in demat form, the
Company has entered into agreements with National Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL). Shareholders can open account with any of the Depository Participant registered with any of these
two depositories.
The requests for dematerialization of shares are processed by RTA expeditiously and the confirmation in respect of
dematerialization is entered by RTA in the depository system of the respective depositories, by way of electronic entries for
dematerialization of shares.
As on March 31, 2018, 3,18,60,796 Equity Shares (98.86% of the total number of equity shares) of the Company were held in
dematerialized form with NSDL and CDSL.
The ISIN of the Company is INE991C01034 (with NSDL and CDSL).
(xv) Outstanding GDRs / ADRs / Warrants or any other Convertible instruments, conversion date and likely impact on equity
Details of Employee Stock Options (ESOPs) has been uploaded on the website of the Company and the same can be
accessed through the web link http://investors.dionglobal.com/ESOP-Disclosures.aspx
Other than ESOPs, there are no outstanding ADR/GDR, warrants, or other instruments convertible into the Equity Shares as at
March 31, 2018.
(xvi) Commodity price risk or foreign exchange risk and hedging activities:
While the Commodity price risk is not applicable to the Company, may please refer to the Management Discussion and
Analysis Report for the foreign exchange risk and hedging activities.
(xvii) Plant Locations
The Company being in software business, does not require manufacturing plant and has software development centers in
India and abroad.
(xviii) Code of Conduct
The Company has in place separate Code of Conducts applicable to the Board Members and the Senior Management
Personnel of the Company and the same have been posted on the website of the Company i.e. www.dionglobal.com.
Code of Conduct for Board Members, inter-alia, includes the duties of the Independent Directors as prescribed under the
Companies Act, 2013.
All the Board Members and the Senior Management Personnel have affirmed compliance with the respective Code of
Conducts for the financial year ended March 31, 2018.
A declaration to this effect duly signed by Chief Executive Officer is annexed and forms part of this report.
(xix) Procedures for fair disclosure of Unpublished Price Sensitive Information and Prevention of Insider Trading
In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted the
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“Fair Disclosure Code”)
and Code of Conduct for Prevention of Insider Trading (“Insider Code”) with a view to deal with Unpublished Price Sensitive
Information and trading in securities by Directors, employees of the Company, Designated Employees and Connected
Persons. The Company Secretary is Compliance Officer for the purpose of Insider Code and Chief Investor Relations Officer
for the purposes of Fair Disclosure Code respectively. Both the Codes have been uploaded on the website of the Company
i.e. www.dionglobal.com.

www.dionglobal.com 38
(xx) Address for Correspondence by Shareholders:
(a) For Share transfer/ dematerialization of shares and any other query relating to shares, the Shareholders may contact
with the RTA at the below address:
M/s Karvy Computershare Private Limited
Karvy Selenium Tower B, Plot 31-32, Gachibowli,
Financial District, Nanakramguda,
Hyderabad – 500032
Tel. No: 040 - 67162222
Fax No. : 040 - 23420814
E-mail: einward.ris@karvy.com
Website: www.karvycomputershare.com

(b) Respective Depository Participants (DPs) for shares held in demat mode. Shareholders are requested to take note that
all queries in connection with change in their residential address, bank account details, etc. are to be sent to their
respective DPs.

(c) For all investor related matters

Mr. Tarun Rastogi
Company Secretary
Dion Global Solutions Limited
1st Floor, Tower B, Prius Universal, Plot No. A – 3 to 5,
Sector – 125, Noida – 201301, U.P., India
E-mail: investorgrievances@dionglobal.com
Website: www.dionglobal.com

39
Certificate & Declaration
CEO / CFO Certification
We, Michel Borst, Chief Executive Officer and Gopala Subramanium, Chief Financial Officer, of Dion Global Solutions Limited, hereby
certify that:
(a) We have reviewed financial statements and the cash flow statement for the year ended March 31, 2018 and that to the best
of our knowledge and belief:
• these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading; and
• these statements together present a true and fair view of the Company’s affairs and are in compliance with the existing
Accounting Standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or violative of the Company’s Code of Conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the
Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are
aware and the steps we have taken or propose to take to rectify these deficiencies.
(d) We have indicated to the Auditors and the Audit Committee that –
• there has not been any significant changes in internal control over financial reporting during the year under reference;
• there has not been any significant changes in accounting policies during the year under review except to the extent
already disclosed in the notes to the Financial statements; and
• there has not been any instances, during the year, of significant fraud of which we had become aware and the
involvement therein, if any, of the management or an employee having a significant role in the Company’s internal
control system over financial reporting.
Sd/- Sd/-
Date : August 14, 2018 Michel Borst Gopala Subramanium
Place : Noida Chief Executive Officer Chief Financial Officer
DECLARATION BY CHIEF EXECUTIVE OFFICER
This is to certify that the company has laid down Code of Conduct (“the Code”) for all the Board Members and Senior Management
Personnel of the Company and copy of the Codes have been placed on the Company’s website www.dionglobal.com.
It is further certified that the Board Members and Senior Management Personnel have affirmed their compliances with the Code for
the year ended March 31, 2018.
Sd/-
Date : May 14, 2018 Michel Borst
Place: Singapore Chief Executive Officer
COMPLIANCE CERTIFICATE ON THE CORPORATE GOVERNANCE
To
The Members,
Dion Global Solutions Limited
We have examined the compliance of conditions of Corporate Governance by DION GLOBAL SOLUTIONS LIMITED (“the Company”)
for the financial year ended March 31, 2018, as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”).
The compliance of the conditions of Corporate Governance is the responsibility of the management of the Company. Our
examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance
of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the
Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated under the Listing Regulations during the financial year ended
March 31, 2018.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency and
effectiveness with which the management has conducted the affairs of the Company.

For VAP & Associates

(Company Secretaries)

Sd/-
Parul Jain
Date : 04.10.2018 Proprietor
Place : Ghaziabad M. No. F8323
CP No. 13901

www.dionglobal.com 40
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF DION GLOBAL SOLUTIONS LIMITED
Report on the Standalone Financial Statements
We have audited the accompanying Standalone Ind AS Financial Statements of Dion Global Solutions Limited (“the Company”),
which comprises the standalone Balance Sheet as at 31st March, 2018, 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 a
summary of the significant accounting policies and other explanatory information (herein after referred to as “Standalone Ind AS
Financial Statements”).
Management’s Responsibility for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (hereinafter
referred to as “the Act”) with respect to the preparation of these Standalone Ind AS financial statements that give a true and
fair view of the financial position, financial performance (including other comprehensive income), cash flows and statement of
changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian
Accounting Standards specified under Section 133 of the Act read with relevant rules issued thereunder.
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 Ind AS Financial
Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these Standalone Ind AS Financial Statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to
be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
the Standalone Ind AS Financial Statements are free from material misstatement. An audit involves performing procedures to obtain
audit evidence about the amounts and the disclosures in the Standalone Ind AS Financial Statements. The procedures selected
depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS Financial
statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant
to the Company’s preparation of the Standalone Ind AS Financial Statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting
policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the
overall presentation of the Standalone Ind AS Financial Statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion
on the Standalone Ind AS financial statements.
Basis of Qualified Opinion
As per the accompanying note no. 48(h) of the Standalone Ind AS financial statements wherein it has been explained by the
management that the financial statements have been prepared on going concern basis.
The Company has substantial negative net worth and accumulated losses of past years; The Company has made a default in the
repayment of Principal and Interest against all the facilities sanctioned by Banks; There is no committed agreement for the infusion of
funds by any investors; Due to payment defaults made by the Regius Overseas Holding Co. Ltd. (“ROHCL”) wholly owned subsidiary
of the Company, lending banks of ROHCL have invoked the SBLCs issued by Axis Bank and Yes Bank. Being the guarantor, now
the loan amount is payable by the company to the banks. As explained to us in respect of SBLC invocations, due to the aforesaid
defaults and lack of clarity, the company is seeking clarification from RBI, whether to file the form ODI under automatic or approval
route.; Axis Bank Limited (ABL) vide its letter dated August 29, 2017 had recalled all the credit facilities given to the Company and
ABL had also adjusted a part of the facility against realization of invoked shares of Religare Enterprises Limited and Fortis Healthcare
Limited, which are kept by the promoter or promoter group as securities.; Yes Bank Limited have informed the company that all the
facilities provided by the Yes Bank have been reclassified as non-performing assets (NPA), etc. ;
Considering the non-ascertainable consequential impact of these factors, events or conditions on financial statements indicate
that a material uncertainty exists and may cast the significant doubt on the company’s ability to continue as a going concern and
therefore, the company is unable to realise its assets and discharge its liabilities in the normal course of business at the amounts
stated in the financial statement.
Qualified Opinion
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 of Qualified Opinion paragraph, the aforesaid Standalone Ind AS financial statements give the
information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India including the Ind AS, of the financial position of the Company as at 31st March, 2018 and its financial
performance including total comprehensive losses, its cash flows and the changes in equity for the year ended on that date.

41
Emphasis of Matter:
We draw your attention to the accompanying note no. 7.1 and 11.1 of the Standalone Ind AS Financial Statements regarding the
exceptional item for creating the 100% provision for the impairment of Investment in ROHCL, a wholly owned subsidiary, amounting
to Rs. 20,001.85 lakhs and making a 100% expected credit risk allowance/ written off for the loans granted to wholly owned subsidiary
and to related party amounting to Rs. 26,561.13 Lakhs.
We draw your attention to the accompanying note no. 48(f) of the Standalone Ind AS Financial Statements regarding the various
directives, such as sale of 7,513,550 (Seventy Five Lacs Thirteen Thousand Five Hundred and Fifty) Equity Shares, representing 23.31%
of the subscribed and paid-up equity share capital of the Company, on July 23, 2018 and July 24, 2018, received from the Honorable
High Court of Delhi in the matter relating to M/s Daiichi Sankyo Company Limited v/s Malvinder Mohan Singh & others.
We draw your attention to the accompanying note no. 48(g) of the Standalone Ind AS Financial Statements, in respect to the
preliminary insolvency proceeding under self-administration by the Dion Global Solutions Gmbh (wholly owned step-down subsidiary
of the Company)
Our opinion is not qualified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2016 (“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.
2. As required by Section 143 (3) of the Act, we report that:
a) We have sought and except for the matters referred in the Basis of qualified opinion paragraph, obtained all the information
and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
b) except for the possible effects of the matters in the Basis of qualified opinion paragraph, 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), and the Cash Flow Statement
and statement of change in equity dealt with by this Report are in agreement with the relevant books of account.;
d) In our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Accounting Standards specified
under Section 133 of the Act read with relevant rules made thereunder;
e) The matters referred to in basis of qualified opinion paragraph may have an adverse effect on the functioning of the
company.
f) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board
of Directors, none of the directors are disqualified as on 31st March, 2018 from being appointed as a director in terms of
Section 164 (2) of the Act;
g) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our comments
on the basis of qualified opinion paragraph above.
h) 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”.
i) 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 litigation on its financial position in its financial statements – Refer
Note 39 to the Standalone Financial Statements;
ii. There has been no material foreseeable losses on long-term contracts including derivative contracts, therefore, no
provision is required;
iii. There were no amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For S S Kothari Mehta & Co.

Chartered Accountants
Firm’s Registration No. 000756N

Sd/-
(Neeraj Bansal)
Partner
Membership No. 095960

Place of Signature: New Delhi

Date: August 14, 2018

www.dionglobal.com 42
Annexure A to the Independent Auditor’s Report to the members of Dion Global Solutions Limited
Report on the matters specified in paragraph 3 of the Companies (Auditor’s Report) Order, 2016 (“the Order’) issued by the Central
Government of India in terms of section 143(11) of the Companies Act, 2013 (“the Act”) as referred to in paragraph 1 of ‘Report on
Other Legal and Regulatory Requirements’ section
(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed
assets;
(b) The Company has physically verified these fixed assets as per its program of physical verification that covers every item
of fixed assets over a period of three years. No material discrepancies were noticed on such verification. The Company
has conducted the physical verification during the previous year. However, no physical verification has been conducted
during the year.
(c) The Company does not have any immovable property during the current year, there was one land which had been written
off in the previous year (refer note no 48 (b) of Standalone Ind AS Financial Statements)
(ii) The Company does not have any inventory as defined in Accounting Standard (AS) 2 ‘Valuation of Inventories’. Accordingly,
clause (ii) of Paragraph 3 of the Order is not applicable to the Company;
(iii) As per the information and explanations given to us and the basis of our examination of the records, the Company has granted
unsecured loans to companies, against which provision has been made and as disclosed in Emphasis of Matter paragraph of
main report, however based on records and as informed the said companies are not required to be covered in the register
maintained under Section 189 of the Companies Act, 2013.
(iv) Based on information, explanation, legal advice and records, Company has not granted any loan to Directors in terms of
Section 185 of the Companies Act, 2013 (Act). Further, the Company has complied with the provisions of Section 186 of the Act
in respect of loans, investments, guarantees, and security made;
(v) As per information and explanation provided to us, the Company has not accepted any public deposits during the year.
Further, we have not come across any such deposit(s) nor the management has reported any such deposit(s), therefore the
directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act
and the rules framed there under are not applicable;
(vi) The Company is not required to maintain the cost records under sub-section (1) of Section 148 of the Companies Act, 2013.
Accordingly, clause (vi) of Paragraph 3 of the Order is not applicable to the Company;
(vii) (a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State
Insurance, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory
dues with the appropriate authorities. There are no arrears of outstanding statutory dues as at the last day of the Financial
year concerned for a period of more than six months from the date they become payable;
(b) The particulars of dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have
not been deposited on account of any dispute are as under:

S. No. Nature of Statutory Dues Forum where pending Amount Period

(Rs. In Lacs)
1. Income Tax Appeal before the Income Tax Appellate 85.34 2007-08
Tribunal, Mumbai
2. Service Tax Appeal has been allowed subject to verification 4.90 2007-08 to
by Superintendent of Service Tax 2010-11
Appeal is pending before CESTAT, Bangalore. 354.54 plus 1 April 2006 to
equivalent 15 May 2008
penalty
Appeal before commissioner of central excise 122.17 2008-09 to
(adjudication) 2010-11
3. Value Added Tax Appeals before commercial tax tribunal (Banga- 89.97* 2006-07
lore) 2007-08
*In case of KVAT Appeal, the Appeal has been decided in favour of Company.
(viii) The Company has defaulted in repayment of the principal amount and interest of a borrowings to Banks which was due for
payment as on 31st March 2018 are as under:

S. No. Name of the Bank Principal/ Interest Amount Period

1. Axis Bank Principal 6,874.08 Lakhs 29/08/2017 to 31/03/2018
Interest 262.03 Lakhs 01/01/2018 to 31/03/2018
2. Yes Bank Principal 13,656.96 Lakhs 21/02/2018 to 31/03/2018
Interest 3,769.04 Lakhs 21/02/2018 to 31/03/2018
3. Yes Bank Principal 3,290.00 Lakhs 29/12/2017 to 31/03/2018
Interest 33.74 Lakhs 01/03/2018 to 31/03/2018

43
(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the
year. The Company has raised the term loan during the year and was applied for the purpose for which it was raised. Due to
the default in repayment and invocation of guarantee by banks, the amount of loan adjusted through the securities pledged
by the guarantors are now payable to them. (Refer Note No. 19.1 of the Standalone Ind AS financial statement)
(x) According to the information and explanations given to us, no fraud by the Company or fraud on the Company by its officers
or employees has been noticed or reported during the year;
(xi) According to the information and explanation given to us and based on our examination of the records of the Company,
the Company has not paid or provided for the managerial remuneration hence clause (xi) of Paragraph 3 of the order is not
applicable to the company;
(xii) The Company is not a Nidhi Company, hence clause (xii) of Paragraph 3 of the Order is not applicable to the Company;
(xiii) According to the information and explanations given to us and based on our examination of the records of the company,
transactions with the related parties are in compliance with sections 177 and 188 of the Act, where applicable, and details of
such transactions have been disclosed in the financial statements as required by the applicable accounting standards;
(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures
during the year under review;
(xv) According to the information and explanations given to us and based on our examination of the records of the company, the
company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, clause (xv) of
Paragraph 3 of the Order is not applicable;
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934;

For S S Kothari Mehta & Co

Chartered Accountants
Firm’s Registration No. 000756N

Sd/-
(Neeraj Bansal)
Partner
Membership No. 095960

Place of Signature: New Delhi

Date: August 14, 2018

Annexure B to the Independent Auditor’s Report to the members of Dion Global Solutions Limited
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) as
referred to in paragraph 2(f) of ‘Report on Other Legal and Regulatory Requirements’ section
We have audited the internal financial controls over financial reporting of DION GLOBAL SOLUTIONS LIMITED (“the Company”) as
of March 31, 2018 in conjunction with our audit of the Standalone Ind As Financial Statements of the Company for the year ended
on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based on “the internal control
over financial reporting criteria established by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants
of India” (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s
policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit.
We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
(the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the
Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and,
both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was
established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating

www.dionglobal.com 44
effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including
the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and
procedures that:
a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company;
b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and
c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the
internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, based on records the Company has, in all material respects, an adequate internal financial controls over financial
reporting and the internal controls over financial reporting are generally operating effectively as at March 31, 2018 and updated
documentation for Micro Small & Medium Enterprises as per MSMED Act 2006, updated documents on the risk controls may be
strengthened further, based on the internal control over financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India.

For S S Kothari Mehta & Co

Chartered Accountants
Firm’s Registration No. 000756N

Sd/-
(Neeraj Bansal)
Partner
Membership No. 095960

Place of Signature: New Delhi

Date: August 14, 2018

45
BALANCE SHEET AS AT MARCH 31, 2018
(All Amounts are in ` Lakhs unless otherwise stated)
Particulars Note As at As at As at
No. March 31, 2018 March 31, 2017 April 1, 2016
ASSETS
1 Non-Current Assets
(a) Property, Plant and Equipment 3 32.71 48.90 108.48
(b) Intangible Assets 4 125.43 118.29 169.29
(c) Intangible Assets Under Development 5 - 107.35 72.86
(d) Financial Assets
(i) Loans 6 9.85 65.57 76.06
(ii) Investments 7 1,131.67 22,809.66 23,307.88
(iii) Other Financial Assets 8 2.37 74.60 378.89
(e) Non Current Tax Asset (Net) 9 365.72 528.90 911.78
(f) Other Non- Current Assets 10 100.73 97.39 109.73
Total Non-Current Assets 1,768.48 23,850.66 25,134.97
2 Current Assets
(a) Financial Assets
(i) Loans 11 32.54 12,399.43 10,014.65
(ii) Trade Receivables 12 1,427.49 901.99 1,051.11
(iii) Cash and Cash Equivalents 13 11.39 6.63 9.92
(iv) Other Bank Balances 14 104.99 2,806.25 -
(v) Other Financial Assets 15 709.27 1,887.72 936.49
(b) Other Current Assets 16 276.63 77.29 222.91
Total Current Assets 2,562.31 18,079.31 12,235.08
Total Assets 4,330.79 41,929.97 37,370.05
EQUITY AND LIABILITIES
1 Equity
(a) Equity Share Capital 17 3,222.74 3,222.74 3,222.74
(b) Other Equity 18 (37,936.16) 13,139.25 14,994.61
Total Equity (34,713.42) 16,361.99 18,217.35
Liabilities
2 Non - Current Liabilities
(a) Financial Liabilities
(i) Borrowings 19 10,469.57 2,639.80 3,546.11
(ii) Other Financial Liabilities 20 2,363.80 5.94 6.03
(b) Provisions 21 223.23 271.77 185.67
(c) Deferred Tax Liabilities 22 - - -
Total Non- Current Liabilities 13,056.60 2,917.51 3,737.81
3 Current Liabilities
(a) Financial Liabilities
(i) Borrowings 23 24,022.26 18,142.57 10,368.19
(ii) Trade Payables 24 254.62 147.55 199.61
(iii) Other Financial Liabilities 25 1,102.44 3,983.67 4,544.39
(b) Other Current Liabilities 26 587.59 352.42 277.00
(c) Provisions 27 20.70 24.26 25.70
Total Current Liabilities 25,987.61 22,650.47 15,414.89

Total Equity and Liabilities 4,330.79 41,929.97 37,370.05

Overview and Significant Accounting Policies 1 &2
The notes are an integral part of these Financial Statements.
As per our report of even date For and on behalf of the Board of Directors
For S.S. Kothari Mehta & Co.
Chartered Accountants
ICAI Registration No.000756N
Sd/- Sd/- Sd/-
Neeraj Bansal Maninder Singh Grewal Michel Borst
Partner Chairman Chief Executive Officer
Membership No. 095960 DIN : 00648031
Sd/- Sd/-
Place : New Delhi Gopala Subramanium Tarun Rastogi
Date : August 14, 2018 Chief Financial Officer VP-Legal & Company Secretary
ICSI Membership No.: A18392

www.dionglobal.com 46
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2018
(All Amounts are in ` Lakhs unless otherwise stated)
Particulars Note Year Ended Year Ended
No. March 31, 2018 March 31, 2017
Revenue
I Revenue from Operations 29 2,406.17 2,859.38
II Other Income 30 2,151.11 2,277.01

III Total Revenue (I+II) 4,557.28 5,136.39

IV Expenses
Employee Benefits Expenses 31 2,255.85 2,379.93
Finance Costs 32 3,398.89 2,726.72
Depreciation and Amortization Expense 33 128.13 120.66
Other Expenses 34 3,310.98 1,672.81

Total Expenses (IV) 9,093.85 6,900.12

V Profit/(Loss) Before Exceptional Item and Tax (4,536.57) (1,763.73)
VI Exceptional Items 35 46,562.98 30.30
VII Profit/(Loss) Before Tax (51,099.55) (1,794.03)
VIII Tax Expense 36 - -
IX Profit/(Loss) After Tax (51,099.55) (1,794.03)
X Other Comprehensive Income-
A (i) Items that will not be reclassified to Profit or Loss
Re-measurement Gains/(Losses) on Defined Benefit Plans 37 24.14 (61.33)
(ii) Income Tax relating to items that will not be reclassified to Profit or Loss - -
B (i) Items that will be reclassified to Profit or Loss - -
(ii) Income Tax relating to items that will be reclassified to Profit or Loss - -
XI Total Comprehensive Income for the Year (IX+X) (51,075.41) (1,855.36)
XII Earnings per equity share 38
Basic (`) (158.56) (5.57)
Diluted (`) (158.56) (5.57)
Overview and Significant Accounting Policies 1&2
The notes are an integral part of these Financial Statements.
As per our report of even date For and on behalf of the Board of Directors
For S.S. Kothari Mehta & Co.
Chartered Accountants
ICAI Registration No.000756N
Sd/- Sd/- Sd/-
Neeraj Bansal Maninder Singh Grewal Michel Borst
Partner Chairman Chief Executive Officer
Membership No. 095960 DIN : 00648031
Sd/- Sd/-
Place : New Delhi Gopala Subramanium Tarun Rastogi
Date : August 14, 2018 Chief Financial Officer VP-Legal & Company Secretary
ICSI Membership No.: A18392

47
STANDALONE STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2018
(All Amounts are in ` Lakhs unless otherwise stated)
Particulars March 31, 2018 March 31, 2017
Cash Flow from Operating Activities    
Net Profit/(Loss) after Exceptional Item and Before Tax (51,099.55) (1,794.03)
Adjustments for:    
-Non Cash Items    
Depreciation and Amorization Expense 128.14 120.65
Provision for Doubtful Trade Receivables 116.85 -
Provision for Advance given to Related Party 606.86 -
Provision for Impairement of Non-Current Investment in a Subsidiary 20,001.85 -
Provision for Expected Credit Loss Allowance on Inter Corporate Loans given along with 26,561.13 -
Interest Accrued
Provision for Gratuity and Leave Encashment (52.10) 84.67
(Profit)/Loss on Sale of Property, Plant and Equipment (1.91) -
(Profit) / Loss on Sale of Investment (0.80) 0.49
Financial Assets measured at FVTPL- Net Change in Fair Value 1,676.13 493.29
Financial Liability measured at FVTPL- Net Change in Fair Value (1,667.35) (491.37)
Interest Income (166.77) (1,499.48)
Property, Plant & Equipment written off - 26.00
Interest and Finance Charges 3,398.89 2,726.72
Re-measurement Gain/(Loss) on Defined Benefit Plans 24.14 (61.33)
Operating Profit before Working Capital Changes (474.49) (394.39)
Adjustments for changes in Working Capital:    
(Increase)/Decrease in Trade Receivables (642.36) 149.13
(Increase)/Decrease in Loans and Other Financial and Non-Financial Assets 807.98 (382.23)
Increase/ (Decrease) in Trade Payables 107.07 (52.05)
Increase/ (Decrease) in Other Financial and Current Liabilities 543.04 4.36
Cash (Used in) / Generated from Operating Activities 341.24 (675.18)
Net Cash (Used in) / Generated from Operating Activities (A) 341.24 (675.18)
Cash Flow from Investing Activities    
Purchase of Property, Plant and Equipment (12.28) (70.58)
Proceeds from Sale of Property, Plant and Equipment 2.45 -
Sale of Investments 0.94 4.44
Loan to Related Parties (14,152.37) (1,073.24)
Interest Received 178.20 170.27
(Increase) / Decrease in Fixed Deposits & Other Bank Balances 2,500.02 (2,501.95)
Net Cash (Used in) / Generated from Investing Activities (B) (11,483.04) (3,471.06)
Cash Flow from Financing Activities    
Receipts/(Repayment) of Borrowings (net) 13,295.69 5,441.58
Interest Paid (2,149.13) (1,298.63)
Net Cash from Financing Activities (C) 11,146.56 4,142.95
Net Increase in Cash and Cash Equivalents (A+B+C) 4.76 (3.29)
Cash and Cash Equivalents at the beginning of the Year 6.63 9.92
Cash and Cash Equivalents at the Year Ended March 31, 2018 11.39 6.63
Cash and Cash Equivalents comprise of :-    
-Cash in Hand 0.18 0.21
-Balance with Banks in Current Account 11.21 6.42
Total (Refer Note 13) 11.39 6.63

www.dionglobal.com 48
Non-Cash changes in Liabilites arising from Financing Activities

Particulars As at Cash Flows Non Cash Changes As at

March 31, 2017 March 31, 2018
Foreign Exchange Others
Movement
Receipts / (Repayment) of Borrowings 22,863.50 13,295.69 - (1,667.35) 34,491.84
(net)
Trade Payable 147.54 107.07 - - 254.61
Other Financial Liabilities 264.22 308.02 - - 572.24
Total Liabilities from Financing Activities 23,275.26 13,710.78 - (1,667.35) 35,318.69

Notes:

(1) The above Statement of Cash Flows has been prepared under the “Indirect Method” as set out in Ind AS-7 on Statement on
Cash Flows.

(2) Figures in the bracket indicate cash outgo / income.

(3) Previous Year’s figures have been regrouped, rearranged and reclassified wherever necessary to conform to the current
year’s classification.

The notes are an integral part of these Financial Statements.

As per our report of even date For and on behalf of the Board of Directors
For S.S. Kothari Mehta & Co.
Chartered Accountants
ICAI Registration No.000756N
Sd/- Sd/- Sd/-
Neeraj Bansal Maninder Singh Grewal Michel Borst
Partner Chairman Chief Executive Officer
Membership No. 095960 DIN : 00648031

Sd/- Sd/-
Place : New Delhi Gopala Subramanium Tarun Rastogi
Date : August 14, 2018 Chief Financial Officer VP-Legal & Company Secretary
ICSI Membership No.: A18392

49
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2018
(All Amounts are in ` Lakhs unless otherwise stated)
A. Equity Share Capital
Particulars Note Amount
Balance as at April 1, 2016 3,222.74
Changes in Equity Share Capital during the year 17 -
Balance as at March 31, 2017 3,222.74
Changes in Equity Share Capital during the year 17 -
Balance as at March 31, 2018   3,222.74

B. Other Equity

Retained Earnings
Particulars Total
Share Capital Retained
Premium Reserve Earnings

Balance as at April 01, 2016 2,847.91 75.00 12,071.70 14,994.61

Profit /(Loss) during the year - - (1,794.03) (1,794.03)
Other Comprehensive Income - - (61.33) (61.33)
Balance as at March 31, 2017 2,847.91 75.00 10,216.34 13,139.25
Profit /(Loss) during the year - - (51,099.55) (51,099.55)
Other Comprehensive Income - - 24.14 24.14
Balance as at March 31, 2018 2,847.91 75.00 (40,859.07) (37,936.16)

As per our report of even date For and on behalf of the Board of Directors
For S.S. Kothari Mehta & Co.
Chartered Accountants
ICAI Registration No.000756N
Sd/- Sd/- Sd/-
Neeraj Bansal Maninder Singh Grewal Michel Borst
Partner Chairman Chief Executive Officer
Membership No. 095960 DIN : 00648031

Sd/- Sd/-
Place : New Delhi Gopala Subramanium Tarun Rastogi
Date : August 14, 2018 Chief Financial Officer VP-Legal & Company Secretary
ICSI Membership No.: A18392

www.dionglobal.com 50
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
1 Corporate Information
Dion Global Solutions Limited (“the Company”) is listed Company domiciled in India. It was incorporated on March 23, 1994
under the provisions of Companies Act, 1956.
The Primary object of the Company is to develop software solutions for the global financial services industry across the entire
transaction lifecycle. The Company is a trusted global financial technology Company with expertise in building solutions for
wealth management; retail trading and settlements; FATCA, CRS and other tax compliances; OTC derivatives; and GRC audit.
Dion has presence in over 10 cities across 8 countries. The Company is listed on BSE Limited in India. The registered office of the
Company is located at Ground Floor, Prius Platinum, D-3, District Centre, Saket, New Delhi-110017.
These Indian Accounting Standard (Ind AS) financial statements incorporate amounts and disclosures related to the Company
on standalone basis.
2 Significant Accounting Policies
2.1 (a) Basis of Preparation
The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section
133 of the Companies Act, 2013 (the Act) read with the Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015
as amended from time to time and other relevant accounting principles generally accepted in India.
The financial statements up to year ended March 31, 2017 were prepared in accordance with the accounting standards
notified under Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Act
(previous GAAP or Indian GAAP). Previous year numbers in the financial statements have been restated in accordance
with Ind AS. Reconciliations and descriptions of the effect of the transition has been summarized in Note 44.
These financial statements are the first financial statements of the Company under Ind AS. The date of transition to Ind AS
is April 1, 2016. Refer Note 44 for the details of first-time adoption (Ind AS 101) exemptions availed by the Company and an
explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial
performance and cash flows.
2.1 (b) Basis of Measurement
The financial statements of the Company have been prepared using the historical cost basis except for the following items:
Items Measurement Basis
Certain financial assets and liabilities (including derivative instruments) Fair Value
Net defined benefit (asset) / liability Fair value of plan assets less present value of
defined benefit obligation
2.2 Summary of Significant Accounting Policies
a. Use of Estimates
The preparation of financial statements in conformity with Indian Accounting Standards (Ind AS) requires management
of the company to make judgments, estimates and assumptions that affect the reported amount of revenues,
expenses, assets and liabilities (including disclosure of contingent liabilities) at the end of the reporting period.
The management believes that the estimates used in preparation of the financial statements are prudent and
reasonable. Future results could differ due to these estimates and the differences between the actual results and the
estimates are recognized in the periods in which the results are known/materialise.
b. Current versus Non-Current Classification
The Company presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset
is treated as current when it is:
► Expected to be realised or intended to be sold or consumed in normal operating cycle
► Held primary for the purpose of trading.
► Expected to be realised within twelve months after the reporting period, or
► Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve
months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
► It is expected to be settled in normal operating cycle
► It is held primarily for the purpose of trading
► It is due to be settled within twelve months after the reporting period, or
► There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period
The Company classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.

51
 All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle
and other criteria set out in the Schedule III to the Companies Act,2013. Based on the nature of products and the time
between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company
has ascertained its operating cycle as 12 months for the purpose of current/non current classification of assets and
liabilities.
c. Foreign Currencies
The Company’s financial statements are presented in INR, which is also the Company’s functional currency. Functional
currency is the currency of the primary economic environment in which the entity operates and is normally the currency
in which the entity primarily generates and expends cash.
Transactions and Balances
Transactions in foreign currencies are initially recorded by the Company at their respective functional currency spot
rates at the date the transaction first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates
of exchange at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognised in profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions.
d. Fair Value Measurement
The Company measures financial instruments at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption that
the transaction to sell the asset or transfer the liability takes place either:
- In the principal market for the asset or liability or
- In the absence of a principal market, in the most advantageous market for the asset or liability
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that would
use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value
measurement as a whole:
Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly
or indirectly observable.
Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable.
For the purpose of fair value disclosures, the Company has determined classes of assets & liabilities on the basis of the
nature, characteristics and the risks of the asset or liability and the level of the fair value hierarchy as explained above.
e. Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the
revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair
value of the consideration received or receivable, taking into account contractually defined terms of payment and
excluding taxes or duties collected on behalf of the government.
However, Sales Tax/ Value Added Tax (VAT)/Goods and Service Tax (GST) is not received by the Company on its own
account. Rather, it is tax collected on value added to the commodity by the seller on behalf of the government.
Accordingly, it is excluded from revenue.
Revenue in excess of billings on service contracts is recorded as unbilled receivables and is included in trade receivable.
Billings in excess of revenue that is recognized on service contracts are recorded as deferred revenue until the above
revenue recognition criteria are met and are included in current liabilities.
The specific recognition criteria described below must also be met before revenue is recognised.
Revenue from Licenses
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have
passed to the buyer, usually on delivery of the goods. Revenue from the sale of goods is measured at the fair value
of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. The
Company also provide maintenance contracts to its customers.

www.dionglobal.com 52
 There are certain licenses which are provided by the Company only on hosting. Under such scenario, the title to the
license is never transferred to the customer and only the usage right for a specific period is given by the Company on
a hosting model. Thus such revenue is recorded over the period of services on a straight-line basis. Revenue from such
licenses are include in subscription services.
Method of accounting is determined by the Company’s internal team based on the nature of licenses.
Rendering of Services
Revenue from installation, development services* (“service contracts”) and supply of research reports** (including
supply of periodic content for websites) comprise income from fixed price and annual maintenance contracts.
Revenue from fixed price contracts is recognised on percentage completion method using output measures of
performance, where the management is reasonably certain that the ultimate collection will be made. Percentage of
work completed is computed on the basis of actual work performed as a proportion of total work to be performed.
Revenue from annual maintenance contracts is recognised on a time proportion basis. Anticipated losses, if any, upto
the completion of contract are recognised immediately.
The Company provide skilled manpower to its subsidiary companies and external customers as well for the development
of software and other items based on the requirement. Revenue from such services forms part of development fees.
** Revenue from research reports and content data is recognised as subscription revenue.
Interest income
Interest income is recognized on time proportion basis considering the funds deployed and the applicable interest
rates.
Dividend income
Dividend Income is accounted for as income when the right to receive dividend is established.
f. Taxes
Current Income Tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities.
The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the
reporting date.
Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other
comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction
either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect
to situations in which applicable tax regulations are subject to interpretation and establishes provisions where
appropriate.
Deferred Tax
Deferred income tax is provided in full, using the liability method on temporary differences arising between the tax
bases of assets and liabilities and their carrying amount in the financial statement. Deferred income tax is determined
using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and
are excepted to apply when the related deferred income tax assets is realised or the deferred income tax liability is
settled.
Deferred tax assets are recognised for all deductible temporary differences and unused tax losses, only if, it is probable
that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities
are off set where the Company has a legally enforceable right to offset and intends either to settle on a net basis, or
to realize the asset and settle the liability simultaneously.
Current and deferred tax is recognised in the Statement of Profit and Loss, except to the extent that it relates to
items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity, respectively.
g. Property, Plant and Equipment
(i) Recognition and Measurement
Property, plant and equipment are tangible items that are held for use in the production or supply for goods and
services, rental to others or for administrative purposes and are expected to be used during more than one period.
The cost of an item of property, plant and equipment shall be recognised as an asset if and only if it is probable
that future economic benefits associated with the item will flow to the Company and the cost of the item can be
measured reliably. Freehold lands are stated at cost. All other items of property, plant and equipment are stated
at cost, net of recoverable taxes less accumulated depreciation, and impairment loss, if any.
The cost of an asset includes the purchase cost of material, including import duties and non-refundable taxes,
and any directly attributable costs of bringing an asset to the location and condition of its intended use. Interest on
borrowings used to finance the construction of qualifying assets are capitalised as part of the cost of the asset until
such time that the asset is ready for its intended use. The carrying amount of the replaced part is derecognised.
All other repair and maintenance costs are recognised in the Statement of Profit and Loss as incurred.

53
 The present value of the expected cost for the decommissioning of an asset after its use, if any, is included in the
cost of the respective asset if the recognition criteria for a provision are met. Assets identified and technically
evaluated as obsolete are retired from active use and held for disposal are stated at the lower of its carrying
amount and fair value less cost to sell.
An item of property, plant and equipment and any significant part initially recognised is derecognised upon
disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on
derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying
amount of the asset) is included in the income statement when the asset is derecognised.
(ii) Subsequent Expenditure
Subsequent costs are included in the asset’s carrying amount only when it is probable that future economic
benefits associated with the item will flow to the entity and the cost of the item can be measured reliably.
(iii) Transition to IND AS
On transition to Ind AS, the Company has elected to adopt carrying value of all of its property, plant and
equipment recognized as at April 1, 2016 measured as per the previous GAAP and use that carrying value as the
deemed cost of the property, plant and equipment.
(iv) Depreciation
Depreciation has been provided based on life assigned to each asset in accordance with Schedule II of the
Companies Act, 2013. Depreciation on Property, Plant & Equipment (other than Intangible assets) is provided
based on the following useful life of the assets:-

Asset Category Useful Life (In years)

Office Equipments 5 years
Vehicles 8 years
Computer Networking and Equipments 6 years
Computer and Peripherals 3 years
Furniture and Fixtures 10 years
Leasehold improvements are amortized over the lease period or 6 years whichever is earlier. In respect of assets
acquired / sold during the year, depreciation is charged on pro-rata basis.
Depreciation on additions is provided on a pro-rata basis from the date of such additions. Similarly, depreciation
on assets sold/ disposed off during the year is being provided upto the date on which the assets are sold/ disposed
off.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at
each financial year end and adjusted prospectively, if appropriate.
Modification or extension to an existing asset, which is of capital nature and which becomes an integral part
thereof is depreciated prospectively over the remaining useful life of that asset.
h. Intangible Assets
(i) Recognition and Measurement
Intangible assets comprising computer software are stated at cost less accumulated amortisation. Intangible
assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible
assets are carried at cost less any accumulated amortisation and accumulated impairment losses.
Intangible assets assessed for impairment whenever there is an indication that the intangible asset may be impaired.
The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed
at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of
consumption of future economic benefits embodied in the asset are considered to modify the amortisation period
or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on
intangible assets with finite lives is recognised in the statement of profit and loss unless such expenditure forms part
of carrying value of another asset.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit or loss when
the asset is derecognised.
Internally generated intangible assets, excluding capitalized development costs, are not capitalized and
expenditure is reflected in the statement of profit and loss in the year in which the expenditure is incurred.
The Company capitalises intangible asset under development for a project in accordance with the accounting
policy. Initial capitalisation of costs is based on management’s judgement that technological and economic
feasibility is confirmed, usually when a product development project has reached a defined milestone according
to an established project management model. In determining the amounts to be capitalised, management
makes assumptions regarding the expected future cash generation of the project, discount rates to be applied
and the expected period of benefits.

www.dionglobal.com 54
 (ii) Subsequent Expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits from the specific asset
to which it relates.
(iii) Transition to IND AS
On transition to Ind AS, the Company has elected to adopt carrying value of all of its property, plant and
equipment recognized as at April 1, 2016 measured as per the previous GAAP and use that carrying value as the
deemed cost of the property, plant and equipment.
(iv) Amortisation
Computer software is amortised on a straight-line basis over a period of three to six years, being the period over
which the Company expects to derive economic benefits from the use of the software.
i. Borrowing Costs
Borrowing costs directly attributable to the acquisition of an asset that necessarily takes a substantial period of time
to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are
expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in
connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as
an adjustment to the borrowing costs.
j. Leases
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement
at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on
the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is
not explicitly specified in an arrangement.
For arrangements entered into prior to April 1, 2016 the Company has determined whether the arrangement contain
lease on the basis of facts and circumstances existing on the date of transition.
Company as a Lessee
Assets held under finance leases are initially recognised as assets of the Company at their fair value at the inception
of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is
included in the standalone balance sheet as a finance lease obligation. Lease payments are apportioned between
finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining
balance of the liability.
Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on
a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected
general inflation to compensate for the lessor’s expected inflationary cost increases in which case lease expenses are
charged to profit or loss on the basis of actual payments to the lessors.
Company as a Lessor
Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are
classified as operating leases. Rental income from operating lease is recognised on a straight-line basis over the
term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added
to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income.
Contingent rents are recognised as revenue in the period in which they are earned.
Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the
Company to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Company’s
net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant
periodic rate of return on the net investment outstanding in respect of the lease.
k. Impairment of Non-Financial Assets
The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If
any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s
recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair
value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the
asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When
the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is
written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the
purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group
of assets that generates cash inflows from continuing use that is largely independent of cash flows of other assets or
group of assets (CGU).

55
 The Company’s corporate assets do not generate cash inflows. If there is an indication that a corporate asset is impaired,
then the recoverable amount is determined for the CGU to which it belongs. An impairment loss is recognised, if the
carrying value of the asset or its cash generating unit exceeds its estimated recoverable amount and are recognized
in statement of profit and loss. Impairment loss recogised is first allocated to reduce goodwill, if any, allocated to the
units and then to reduce the carrying amounts of other assets in the unit (group of units) on a pro rata basis.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an
indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists,
the Company estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed
only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last
impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its
recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had
no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit or
loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.
l. Provisions, Contingent Liabilities and Assets
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount of the obligation.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects,
when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the
passage of time is recognised as a finance cost.
A contingent liability exists when there is a possible but not probable obligation, or a present obligation that may,
but probably will not, require and outflow of resources, or a present obligation whose amount cannot be estimated
reliably. Contingent liabilities do not warrant provisions, but are disclosed unless the possibility of outflow of resources
is remote. Contingent asstes are neither recognised nor disclosed in the financial statements. However, contingent
assets are assessed continuously and if it is virtually certain that an inflow of economic benefits will arise, the asset and
related income are recognised in the period in which the change occurs.
A contingent asset is not recognised but disclosed, when possible asset that arises from past events and whose
existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not
wholly within the control of the Company.
m. Employee Benefits
i. Short-Term Obligations
Short-term obligations Liabilities for wages and salaries, including nonmonetary benefits that are expected to be
settled wholly within twelve months after the end of the period in which the employees render the related service
are recognised in respect of employees’ services up to the end of the reporting period and are measured at the
undiscounted amounts expected to be paid when the liabilities are settled. The liabilities are presented as current
benefit obligations in the balance sheet.
ii. Retirement and Other Employee Benefits
Defined Contribution Plan
Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation,
other than the contribution payable to the provident fund. The Company recognises contribution payable to the
provident fund scheme as an expense, when an employee renders the related service. If the contribution payable
to the scheme for service received before the balance sheet date exceeds the contribution already paid, the
deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the
contribution already paid exceeds the contribution due for services received before the balance sheet date,
then excess is recognized as an asset to the extent that the pre-payment will lead to.
Gratuity plan
The Company provides for gratuity covering eligible employees of company. The Gratuity Plan provides a lumpsum
payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount
based on the respective employee’s salary and the tenure of employment with the Company.
Liabilities with regard to the Gratuity Plan are determined by actuarial valuation, performed by an independent
actuary, at each balance sheet date using the projected unit credit method.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit
obligation and fair value of plan assets. This cost is included in employee benefit expense in the statement of profit
and loss.
Re-measurement gain and loss arising from experience adjustments and change actuarial assumptions are
recognised in the period in which they occur, directly in other comprehensive income. They are included in
retained earnings in the statement of change in equity and in the balance sheet.

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 Compensated Absences:
Obligation in respect of compensated absences is provided on the basis of an actuarial valuation carried out by
an independent actuary at the year-end using the Projected Unit Credit Method, which recognise each period
of service as giving rise to an additional unit of employee benefit entitlement and measures each unit separately
to build up the final obligation. The obligation is measured at the present value of estimated future cash flows.
The discount rates used for determining the present value of obligation under other long term employee benefits
is based on the market yields as at the Balance Sheet date on Government securities having maturity periods
approximating to the terms of related obligations. Actuarial gains and losses are recognised immediately in the
Statement of Profit and Loss.
Share Based Payment
The fair value of options granted under the Dion Global Employee Stock Option Scheme 2013 (ESOP Scheme)
is recognised as an employee benefits expense with corresponding increase in equity. The total amount to be
expensed is determined by reference to the fair value of options granted:
• Including any market performance conditions (e.g. the company share price)
• Excluding the impact of any service and non-market performance working conditions (e.g. profitability, sales
growth targets and remaining an employee of the entity over a specified time period, and
• Including the impact of any non- vesting conditions (e.g. the requirements for employees to save or holdings
shares for a specific period of time)
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting
conditions are to be satisfied. At the end of each period, the entity revises its estimate of the number of options
that are expected to vest based on the non-market vesting and service conditions. It recognise the impact of
revision to original estimates, if any, in profit or loss, with a corresponding adjustment to company.
n. Cash and Cash Equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and current deposits with an
original maturity of three months or less, which are subject to an insignificant risk of changes in value.
o. Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another company.
(A) Financial Assets
Initial Recognition and Measurement
All financial assets and liabilities are initially recognized at fair value. Transaction costs that are directly attributable
to the acquisition or issue of financial assets and financial liabilities, which are not at fair value through profit or loss,
are adjusted to the fair value on initial recognition.
Subsequent Measurement
For purposes of subsequent measurement, financial assets are classified in following categories:
(i) Financial Assets carried at Amortised Cost (AC)
A financial asset is measured at amortised cost if it is held within a business model whose objective is to hold
the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise
on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
(ii) Financial Assets at Fair Value through Other Comprehensive Income (FVTOCI)
A financial asset is measured at FVTOCI if it is held within a business model whose objective is achieved by
both collecting contractual cash flows and selling financial assets and the contractual terms of the financial
asset give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding. Interest income for these financial assets is included in other income using the
effective interest rate method.
(iii) Financial Assets at Fair Value through Profit or Loss (FVTPL)
A financial asset/equity investment which is in scope of Ind AS 109 and is not classified in any of the above
categories are measured at FVTPL.
Impairment of Financial Assets
The Company assesses on a forward looking basis the expected credit losses associated with the assets carried at
amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has
been a significant increase in credit risk. If credit risk has increased significantly, lifetime ECL is used. If, in a subsequent
period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since
initial recognition, then the Company reverts to recognising impairment loss allowance based on 12-month ECL. Note
43 details how the Company determines whether there has been significant increase in credit risk.

57
 For trade receivables, the Company applies the simplified approach permitted by Ind AS 109 “Financial Instruments”
which requires expected life time losses to be recognised from initial recognition of receivables. The Company uses
historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date these
historical default rates are reviewed and changes in the forward looking estimates are analysed.
(B) Financial Liabilities
Initial Recognition and Measurement
All financial liabilities are recognized at fair value and in case of loans, net of directly attributable cost. Fees of recurring
nature are directly recognised in the Statement of Profit and Loss as finance cost.
Subsequent Measurement
Financial liabilities are carried at amortized cost using the effective interest method. For trade and other payables
maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short
maturity of these instruments.
(C) Derecognition of Financial Instruments
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset
expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability
(or a part of a financial liability) is derecognized from the Company’s Balance Sheet when the obligation specified in
the contract is discharged or cancelled or expires.
(D) Reclassification of Financial Assets
The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition,
no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets
which are debt instruments, a reclassification is made only if there is a change in the business model for managing
those assets. Changes to the business model are expected to be infrequent. The company’s senior management
determines change in the business model as a result of external or internal changes which are significant to the
company’s operations. Such changes are evident to external parties. A change in the business model occurs when
the company either begins or ceases to perform an activity that is significant to its operations. If the company
reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first
day of the immediately next reporting period following the change in business model. The company does not restate
any previously recognised gains, losses (including impairment gains or losses) or interest.
(E) Offsetting of Financial Instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a
currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to
realise the assets and settle the liabilities simultaneously.
p. Embedded Derivatives
An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative host
contract – with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-alone
derivative. An embedded derivative causes some or all of the cash flows that otherwise would be required by the contract
to be modified according to a specified interest rate, financial instrument price, commodity price, foreign exchange rate,
index of prices or rates, credit rating or credit index, or other variable, provided in the case of a non-financial variable that
the variable is not specific to a party to the contract. Reassessment only occurs if there is either a change in the terms of
the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial
asset out of the fair value through profit or loss.
If the hybrid contract contains a host that is a financial asset within the scope of Ind AS 109, the Company does not
separate embedded derivatives. Rather, it applies the classification requirements contained in Ind AS 109 to the entire
hybrid contract. Derivatives embedded in all other host contracts are accounted for as separate derivatives and recorded
at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the
host contracts are not held for trading or designated at fair value though profit or loss. These embedded derivatives
are measured at fair value with changes in fair value recognised in profit or loss, unless designated as effective hedging
instruments. Ind AS 109 states that such hybrid intrument in its entirety may be designated as fair value through profit
and loss where the embedded derivative significantly modifies the cash flow that would otherwise be required by the
contract or where it is most apparent that separation is prohibited when a similar intrument is first considered. Currently, the
Company has designated the entire financial instrument of preference shares at fair value through profit & loss.
q. Derivative Financial Instruments and Hedge Accounting
Initial Recognition and Subsequent Measurement
The Company uses derivative financial instruments, such as currency swaps and interest rate swaps to hedge its loan
repayment risks w.r.t. principle amount of borrowings, interest rate risks respectively. Such derivative financial instruments
are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-
measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities
when the fair value is negative.

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r. Earnings per Share

Basic earnings per share is computed using the weighted average number of equity shares outstanding during the year.
Diluted earnings per share is computed using the weighted average number of equity and equivalent dilutive equity shares
outstanding during the year, except where the result would be anti-dilutive.

s. Use of Estimates

The preparation of financial statements in conformity with Indian Accounting Standards (Ind AS) requires management
of the Company to make judgments, estimates and assumptions that affect the reported amount of revenues, expenses,
assets and liabilities (including disclosure of contingent liabilities) at the end of the reporting period.

The areas involving critical judjements are as follows-

(i) Depreciation/Amortisation and useful lives of Property, Plant and Equipment/Intangible assets

Property, plant and equipment / intangible assets are depreciated / amortised over their estimated useful lives, after
taking into account estimated residual value. Management reviews the estimated useful lives and residual values
of the assets annually in order to determine the amount of depreciation / amortisation to be recorded during any
reporting period. The useful lives and residual values are based on the Company’s historical experience with similar
assets and take into account anticipated technological changes. The depreciation / amortisation for future periods is
revised if there are significant changes from previous estimates.

(ii) Provisions

Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow of
funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of
recognition and quantification of the liability requires the application of judgement to existing facts and circumstances,
which can be subject to change. The carrying amounts of provisions and liabilities are reviewed regularly and revised
to take account of changing facts and circumstances.

(iii) Defined Benefit Obligations

The costs of providing gratuity and other post-employment benefits are charged to the Statement of Profit and Loss in
accordance with Ind AS 19 ‘Employee benefits’ over the period during which benefit is derived from the employees’
services. The costs are assessed on the basis of assumptions selected by the management. These assumptions include
salary escalation rate, discount rates, expected rate of return on assets and mortality rates. The same is disclosed in
Note 28.

(iv) Income Tax

The Company’s tax jurisdiction is India. Significant judgements are involved in estimating budgeted profits for the
purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid/
recovered for uncertain tax positions.

Deferred tax assets are recognised for unused losses (carry forward of prior years’ losses) and unused tax credit to the
extent that it is probable that taxable profit would be available against which the losses could be utilised. Significant
management judgment is required to determine the amount of deferred tax assets that can be recognised, based
upon the likely timing and the level of future taxable profits together with future tax planning strategies.

59
3 Property, Plant and Equipment
Particulars Land Leasehold Furniture Vehicles Plant & Office Computer Total
Improvements & Fixtures Machinery Equipment Networking &
Equipment
Gross Carrying Amount
Balance as at April 1, 2016 26.00 5.85 1.05 6.85 30.41 12.97 25.35 108.48
Additions - - - - 1.09 0.56 2.70 4.35
Disposals / Adjustments 26.00 - - - 0.42 - - 26.42
Balance as at March 31, 2017 - 5.85 1.05 6.85 31.08 13.53 28.05 86.41
Balance as at April 1, 2017 - 5.85 1.05 6.85 31.08 13.53 28.05 86.41
Additions - - - - 3.95 1.17 7.15 12.27
Disposals / Adjustments - - 0.07 2.96 28.02 7.59 0.11 38.75
Balance as at March 31, 2018 - 5.85 0.98 3.89 7.01 7.11 35.09 59.93
Accumulated Depreciation
Balance as at April 1, 2016 - - - - - - - -
Depreciation for the year - 1.44 0.29 4.35 19.55 4.51 7.79 37.93
Disposals / Adjustments - - - - 0.42 - - 0.42
Balance as at March 31, 2017 - 1.44 0.29 4.35 19.13 4.51 7.79 37.51
Balance as at April 1, 2017 - 1.44 0.29 4.35 19.13 4.51 7.79 37.51
Depreciation for the year - 1.44 0.19 2.50 11.63 4.30 7.84 27.90
Disposals / Adjustments - - 0.03 2.96 27.77 7.33 0.11 38.20
Balance as at March 31, 2018 - 2.88 0.45 3.89 2.99 1.48 15.52 27.21
Carrying Amount (Net)
At April 1, 2016 26.00 5.85 1.05 6.85 30.41 12.97 25.35 108.48
At March 31, 2017 - 4.41 0.76 2.50 11.95 9.02 20.26 48.90
At March 31, 2018 - 2.97 0.53 0.00 4.02 5.63 19.57 32.71
Notes: (1) There are no adjustments to Property, Plant and Equipment on account of borrowing costs and exchange differences.
(2) The Company has elected to consider the carrying value of all its items of Property, Plant & Equipment recognised
in the financial statements prepared under Previous GAAP and use the same as deemed cost in the opening Ind AS
Balance Sheet.
(3) There is no impairment of assets during previous 5 financial years.
(4) There are no revaluation of assets during the year.
(5) Please refer Note 19.1 & 23.1 for details of pari-passu charge on Property, Plant and Equipment / Property, Plant and
Equipment hypothecated with banks for borrowings.
4 Intangible Assets
Particulars Purchased Internally Website Total
Softwares Developed Design
Softwares
Gross Carrying Amount
Balance as at April 1, 2016 8.29 159.61 1.39 169.29
Additions 31.74 - 0.00 31.74
Disposals / Adjustments - - - -
Balance as at March 31, 2017 40.03 159.61 1.39 201.03
Balance as at April 1, 2017 40.03 159.61 1.39 201.03
Additions - 107.36 - 107.36
Disposals / Adjustments - - - -
Balance as at March 31, 2018 40.03 266.97 1.39 308.39
Accumulated Amortisation and Impairment Losses
Balance as at April 1, 2016 - - - -
Amortisation for the year 11.86 69.49 1.39 82.74
Disposals / Adjustments - - - -
Balance as at March 31, 2017 11.86 69.49 1.39 82.74
Balance as at April 1, 2017 11.86 69.49 1.39 82.74
Amortisation for the year 13.18 87.04 - 100.22
Disposals / Adjustments - - - -
Balance as at March 31, 2018 25.04 156.53 1.39 182.96
Carrying Amount (Net)
At April 1, 2016 8.29 159.61 1.39 169.29
At March 31, 2017 28.17 90.12 0.00 118.29
At March 31, 2018 14.99 110.44 0.00 125.43
Notes: (1) There are no adjustments to Intangible Assets on account of borrowing costs and exchange differences.
(2) The Company has elected to consider the carrying value of all its items of intangible assets recognised in the financial
statements prepared under Previous GAAP and use the same as deemed cost in the opening Ind AS Balance Sheet.
(3) There is no impairment of assets during previous 5 financial years.
(4) There are no revaluation of assets during the year.
(5) Please refer Note 19.1 & 23.1 for details of pari-passu charge on Intangible Assets/ Intangible Assets hypothecated
with banks for borrowings.

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5 Intangible Assets under Development
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Gross Carrying Amount      
Opening Balance 107.35 72.86 72.86
Add: Additions during the year - 34.49 -
Gross Intangibles 107.35 107.35 72.86
Less: Capitalised during the year 107.35 - -
Total - 107.35 72.86

6 Non-Current Loans
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Unsecured Considered Good      
Security Deposits 9.85 65.57 76.06
Total 9.85 65.57 76.06

7 Non-Current Investments
Particulars Face As at As at As at
Value March 31, 2018 March 31, 2017 April 1, 2016
Other than Trade Investments (at cost)        
(A) Investment in Subsidiaries        
Unquoted Investment, Fully paid up        
(i) Investment in Equity Shares of Subsidiaries        
Regius Overseas Holding Co. Ltd (Mauritius)        
21,702,801 Shares (March 31, 2017: 21,702,801; April 1, 2016: AUD 1
21,702,801)
12,017.84 12,017.84 12,017.84
2,710,000 Shares (March 31, 2017: 2,710,000; April 1, 2016: USD 1
2,710,000)
Oliverays Innovations Limited        
50,000 Shares (March 31, 2017: 50,000; April 1, 2016: 50,000) `10 0.00 0.00 0.00
Beneficiary Interest in Dion Global Investment Shares Trust (at      
fair value)
4,111,842 Shares (March 31, 2017: 4,111,842; April 1, 2016: `10 972.45 2,639.80 3,131.17
4,111,842)
(Refer note Note 7.2 and 17.3)        
(ii) Investment in Preference Shares of Subsidiaries        
Regius Overseas Holding Co. Ltd (Mauritius)        
18,573,805 Shares (March 31, 2017: 18,573,805; April 1, 2016: AUD 1 7,984.01 7,984.01 7,984.01
18,573,805)
Total Investment in Subsidiaries   20,974.30 22,641.65 23,133.02
Less: Provision for Impairement of Non- Current Investments        
in a subsidiary -
- Regius Overseas Holding Co. Ltd.   (20,001.85) - -
(Refer note Note 7.1)
Net Investment in Subsidiaries (A)   972.45 22,641.65 23,133.02
(B) Investment in Equity Shares of Other Bodies        
(i) Unquoted Investment, Fully paid up      
420,000 Shares of Shree Vaishnavi Dyeing Limited (March 31, `10 2.20 2.20 2.20
2017: 420,000; April 1, 2016: 420,000)
1,243,280 Shares of Inter-Connected Enterprises Limited `1 155.41 155.41 155.41
(March 31, 2017: 1,243,280; April 1, 2016: 1,243,280)
[Formerly known as Inter-Connected Stock Exchange of
India Limited]
NIL Shares of Cochin Stock Exchange Limited (March 31, `10 - - 4.93
2017: NIL; April 1, 2016: 9,865)

61
 Particulars Face As at As at As at
Value March 31, 2018 March 31, 2017 April 1, 2016
25 Shares of Daewoo Motors India Limited (March 31, 2017: `10 0.00 0.00 0.00
25; April 1, 2016: 25)
100 Shares of J F Laboratories Limited (March 31, 2017: 100; `10 0.00 0.00 0.00
April 1, 2016: 100)
100 Shares of Tata Finance Limited (March 31, 2017: 100; `10 0.01 0.01 0.01
April 1, 2016: 100)
300 Shares of Royal Airways Limited (March 31, 2017: 300; `10 0.01 0.01 0.01
April 1, 2016: 300)
100 Shares of Media Video Limited (March 31, 2017: 100; `10 0.00 0.00 0.00
April 1, 2016: 100)
100 Shares of Omega Interactive Techn. Limited (March 31, `10 0.00 0.00 0.00
2017: 100; April 1, 2016: 100)
Total Unquoted Investments   157.64 157.64 162.56
(ii) Quoted Investment, Fully paid up      
Equity Shares at FVTPL        
50,000 Shares of Healthfore Technologies Limited (March 31, `10 3.82 12.60 14.53
2017: 50,000; April 1, 2016: 50,000)
NIL Shares of Cholamandalam DBS Finance Limited (March `10 - 0.01 0.01
31, 2017: 100; April 1, 2016: 100)
1,500 Shares of Eskay Knit (India) Limited (March 31, 2017: `1 0.00 0.00 0.00
1,500; April 1, 2016: 1,500)
NIL Shares of Glenmark Pharma Limited (March 31, 2017: 41; `1 - 0.06 0.06
April 1, 2016: 41)
5 Shares of India Bulls Real Estate Limited (March 31, 2017: 5; `2 - - -
April 1, 2016: 5)
3,500 Shares of Indian Sucrose Limited (March 31, 2017: `10 0.14 0.14 0.14
3,500; April 1, 2016: 3,500)
NIL Shares of Kotak Mahindra Bank Limited (March 31, 2017: `5 - 0.01 0.01
10; April 1, 2016: 10)
11,165 Shares of LML Limited (March 31, 2017: 11,165; April 1, `10 2.62 2.62 2.62
2016: 11,165)
NIL Shares of Lupin Limited (March 31, 2017: 40; April 1, 2016: `2 - 0.05 0.05
40)
NIL Shares of Mefcom Agro Limited (March 31, 2017: 100; `10 - 0.02 0.02
April 1, 2016: 100)
20,212 Shares of Reliance Industries Limited (March 31, 2017: `10 40.98 40.98 40.98
20,212; April 1, 2016: 20,212)
400 Shares of Wockhardt Limited (March 31, 2017: 400; April `5 1.40 1.40 1.40
1, 2016: 400)
15,090 Shares of ZEE Entertainment Enterprises Limited `1 4.72 4.72 4.72
(March 31, 2017: 15,090; April 1, 2016: 15,090)
Total Quoted Investments   53.68 62.61 64.54
Gross Total of Quoted and Unquoted Investments (i+ii)   211.32 220.25 227.10
Less: Provision for Dimunition in the Value of Investments -        
Unquoted:        
- Shree Vaishnavi Dyeing Limited   (2.20) (2.20) (2.20)
-Daewoo Motors India Limited   (0.00) (0.00) (0.00)
-J F Laboratories Limited   (0.00) (0.00) (0.00)
-Tata Finance Limited   (0.01) (0.01) (0.01)
-Royal Airways Limited   (0.01) (0.01) (0.01)
-Media Video Limited   (0.00) (0.00) (0.00)
-Omega Interactive Techn. Ltd.   (0.00) (0.00) (0.00)
Quoted:        
-Cholamandalam DBS Finance Limited   - (0.01) (0.01)
-Eskay Knit (India) Limited   (0.00) (0.00) (0.00)

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 Particulars Face As at As at As at
Value March 31, 2018 March 31, 2017 April 1, 2016
-Glenmark Pharma Limited   - (0.06) (0.06)
-Indian Sucrose Limited   (0.14) (0.14) (0.14)
-Kotak Mahindra Bank   0.00 (0.01) (0.01)
-LML Limited   (2.62) (2.62) (2.62)
-Lupin Limited   - (0.05) (0.05)
-Mefcom Agro Limited   - (0.02) (0.02)
-Reliance Industries Limited   (40.98) (40.98) (40.98)
-Wockhardt Limited   (1.40) (1.40) (1.40)
-ZEE Entertainment   (4.72) (4.72) (4.72)
Total Provision   (52.10) (52.24) (52.24)
Net Investment in Equity Shares of Other Bodies (B)   159.22 168.00 174.86
Total Unquoted and Quoted Investments Net of Provision   1,131.67 22,809.66 23,307.88
(C=A+B)

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Aggregate amount of :      
-Quoted Investments 53.68 62.61 64.54
-Unquoted Investments 21,131.94 22,799.28 23,295.59
-Provision for Impairement of Non- Current Investments in a subsidiary 20,001.85 - -
-Provision for Diminution in Value of Investments 52.10 52.24 52.24
Market Value of Quoted Investments (Provided for) 269.40 354.02 276.01
Market Value of Quoted Investments (Not Provided for) 3.82 12.60 14.53
Note: (7.1) The Company undertook a detailed exercise for identifying cash generating unit (CGU) and thereby deriving
the value in use (VIU) of it’s CGUs considering multiple business scenarios in accordance to Ind AS 36. As an outcome even
though the Company’s businesses (Regius Overseas Holding Co. Ltd.) are expected to perform and grow much better than the
historical performance based on the niche products and solution witnessing strong demands, while applying the accounting
standard, the Company has impaired the investment in the subsidiary on prudent & conservative basis of accounting.
(7.2) The Company in its standalone financial statements considered the Dion Global Investment Shares Trust (“Trust”) as a
separate legal entity and hence recognized the investment in Trust as per Ind AS 27 whereby the Company also opted to
recognize the said investment at fair value through Profit & Loss resulting in a loss of ` 1,667.35 Lakhs for the year ended March
31, 2018.
(7.3) Figures are 0.00 due to rounding off norms adopted by the Company.

8 Other Financial Assets (Non- Current)

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Other Bank balances (Refer Note 14.1)    
- Fixed Deposit Account 2.37 74.60 72.64
-Debt Service Reserve Account - - 306.25
Total 2.37 74.60 378.89

9 Non- Current Tax Assets (Net)

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Advance Income Tax 365.72 528.90 911.78
Total 365.72 528.90 911.78

10 Other Non- Current Assets

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Balances with Service Tax Authorities 50.00 50.00 50.00
Goods and Services Tax Recoverable 42.68 46.31 45.16
Prepaid Expenses 8.05 1.08 14.57
Total 100.73 97.39 109.73

63
11 Loans- Current Financial Assets
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Inter Company Deposits including Interest accrued thereons to      
Related Parties (Refer Note No 46)
Unsecured, Considered Good - 12,399.43 10,014.65
Unsecured, Considered Doubtful 26,561.13 - -
Less: Allowance for Expected Credit Loss (26,561.13) - -
Total - - -
Other Loans and Advances      
Unsecured Considered Good      
Security Deposits 32.54 - -
Total 32.54 12,399.43 10,014.65

Note 11.1: Ind AS 109 requires the Company to adopt a Expected Credit Loss (ECL) model to provide for expected credit losses
within the next twelve months on a scientific basis. According to the standard, the Company needs to access the significance
of credit risk and its movement since its initial recognition for all receivables. ECL on individual large exposures and credit
impaired loans are generally measured individually. The Company had to provide for all the loans given to Regius Overseas
Holding Co. Ltd (ROHCL) and RHC IT Solutions Private Limited (RHC IT) due to lack of virtual certainty of repayment considering
their consistent historical losses.

12 Trade Receivables
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Unsecured, Considered Good 1,427.49 901.99 1,051.11
Unsecured, Considered Doubtful 159.68 57.00 88.34
Less: Allowance for Expected Credit Loss (159.68) (57.00) (88.34)
Total 1,427.49 901.99 1,051.11

13 Cash and Cash Equivalents

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Cash and Cash Equivalents    
Cash in Hand 0.18 0.21 0.07
Balances with Banks in :    
- Current Account 11.21 6.42 9.85
Total 11.39 6.63 9.92

14 Other Bank Balances

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Fixed Deposits (Refer Note 14.1) 72.21 2,500.00 -
Debt Service Reserve Account 32.78 306.25 -
Total 104.99 2,806.25 -

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14.1
Particulars of Fixed Deposits (FDR) As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
FDR Balances with Bank Total *Kept as Free Total *Kept as Free Total *Kept as Free
Securities from any Securities from Securities from
Lien any any
Lien Lien
- Upto 12 Months Maturity from Re- 72.21 72.21 - 2,500.00 2,500.00 - - - -
porting Date
-Debt Service Reserve Account - - - 306.25 306.25 - - - -
maintained through out the loan
tenor of 4 years from Indusind Bank
Ltd.
-Debt Service Reserve Account 32.78 32.78 - - - - - - -
maintained through out the loan
tenor of 1 year from Axis Bank Ltd.
Shown as Current Assets 104.99 104.99 - 2,806.25 2,806.25 - - - -
-More than 12 Months Maturity from 2.37 2.37 - 74.60 74.60 - 72.64 72.64 -
the Reporting Date
-Debt Service Reserve Account - - - - - - 306.25 306.25 -
maintained through out the loan
tenor of 4 years from Indusind Bank
Ltd.
Shown as Non-Current Assets 2.37 2.37 - 74.60 74.60 - 378.89 378.89 -
Total 107.36 107.36 - 2,880.85 2,880.85 - 378.89 378.89 -

* Detail of FDR kept as Securities

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
FDR Pledged with Statutory Departments - Non-Current 2.37 48.30 72.64
FDR Pledged with Statutory Departments - Current 44.98 - -
Debt Service Reserve account - Non- Current - - 306.25
Debt Service Reserve account - Current 32.78 306.25 -
FDR against Bank Guarantees - Non-Current - 26.30 -
FDR against Bank Guarantees - Current 27.23 2,500.00 -
Total 107.36 2,880.85 378.89

15 Other Financial Assets

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Other Receivables from Related Parties      
Unsecured Considered Good 589.97 1,520.79 766.84
Unsecured Considered Doubtful 606.86 - -
Less: Provision for Advance given to Related Party (606.86) - -
  589.97 1,520.79 766.84
Unbilled Revenue 111.47 338.33 158.73
Interest Accrued on Fixed Deposits 7.83 28.60 10.92
Total 709.27 1,887.72 936.49

16 Other Current Assets

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Balances with Service Tax Authorities / GST 37.17 17.79 4.27
Staff Advances  10.94 12.90 28.57
Advance to Vendors  98.05 5.50 140.70
Prepaid Expenses 130.47 41.10 49.37
Total 276.63 77.29 222.91

65
17 Equity Share Capital

Particulars As at March 31, 2018 As at March 31, 2017 As at April 1, 2016

Number Amount Number Amount Number Amount

Authorised            

Equity Shares of ` 10/- each 70,000,000 7,000.00 70,000,000 7,000.00 70,000,000 7,000.00

Preference Shares of ` 10/- each 15,000,000 1,500.00 15,000,000 1,500.00 15,000,000 1,500.00

Total 85,000,000 8,500.00 85,000,000 8,500.00 85,000,000 8,500.00

Issued, Subscribed and Fully Paid Up            

Equity Shares of ` 10/- each            

Opening Balance 32,227,406 3,222.74 32,227,406 3,222.74 32,227,406 3,222.74

Additions during the year - - - - - -

Deductions - - - - - -

Closing Balance 32,227,406 3,222.74 32,227,406 3,222.74 32,227,406 3,222.74

1% Non Convertible Cumulative Redeemable - - - - - -

Preference shares of ` 10/- each*

Total 32,227,406 3,222.74 32,227,406 3,222.74 32,227,406 3,222.74

* 1% Non Convertible Cumulative Redeemable Preference shares has been reclassified as Non-Current Borrowings as per IND
AS provisions.

17.1 The Rights, Preferences and Restrictions attaching to Each Class of Shares including Restrictions on the Distribution of Dividends
and the Repayment of Capital as under:
The Company has only one class of equity shares having a par value of ` 10 per share. Each shareholder is entitled to one vote
per share. The Company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of the Directors is
subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended March 31, 2018 the
amount per share recognized as distribution to equity holders was ` Nil (March 31, 2017 ` Nil). The total dividend appropriation
for the year ended March 31, 2018 amounts to ` Nil (March 31, 2017 ` Nil). In the event of the liquidation of the Company,
the holder of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all
preferential amounts. The distribution will be in proportion of the number of the equity shares held by the equity share holders.
17.2 The following hold more than 5% equity shares:

Name of Shareholder As at March 31, 2018 As at March 31, 2017 As at April 1, 2016

No. of % of No. of % of No. of % of

Shares held Holding Shares held Holding Shares held Holding

Dion Global Investment Shares Trust (Shares are 4,111,842 12.76 4,111,842 12.76 4,111,842 12.76
held in the name of Trustee)

RHC Holding Private Limited 7,059,008 21.90 7,659,008 23.77 7,659,008 23.77

Tech Mahindra Limited 5,147,058 15.97 5,147,058 15.97 5,147,058 15.97

Oscar Investments Limited 2,236,596 6.94 2,236,596 6.94 2,236,596 6.94

Shivi Holdings Private Limited 2,390,883 7.42 2,390,883 7.42 2,390,883 7.42

Malav Holdings Private Limited 2,278,489 7.07 2,278,489 7.07 2,278,489 7.07

17.3 Other Disclosures:

Out of above fully paid up equity shares of ` 10/- each, 4,111,842 equity shares were issued to Dion Global Investment Shares
Trust (sole beneficiary of which is Dion Global Solutions Limited - Refer Interest in Beneficiary Trust in Note 7). The Equity Shares
were issued to the Trust, without any payment being made, pursuant to a Scheme of Arrangement as sanctioned by the
Hon’ble High Court of Delhi vide its order dated July 28, 2010.

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18 Other Equity
As at As at As at
Particulars
March 31, 2018 March 31, 2017 April 1, 2016
A. Reserve and Surplus      
(i) Securities Premium Reserve      
Balance Outstanding at the Beginning of the Year 2,847.91 2,847.91 2,847.91
Add: Additions During the Year - - -
Less: Utilised During the Year - - -
Balance Outstanding at the End of Year 2,847.91 2,847.91 2,847.91
(ii) Capital Reserves      
Balance Outstanding at the Beginning of the Year 75.00 75.00 75.00
Add: Additions During the Year - - -
Less: Utilised During the Year - - -
Balance Outstanding at the End of Year 75.00 75.00 75.00
(iii) Retained Earnings      
Balance Outstanding at the Beginning of the Year 10,216.34 12,071.70 12,071.70
Add: Net Profit/(Loss) for the Current Year (51,099.55) (1,794.03) -
Add: Remeasurement of Post Employment Benefit Obligation 24.14 (61.33) -
(Refer Note 18.2)      
Balance Outstanding at the End of Year (40,859.08) 10,216.34 12,071.70
Total (i+ii+iii) (37,936.16) 13,139.25 14,994.61
18.1 Nature and Purposes of Reserves
Securities Premium Reserves
Securities premium reserves is used to record the premium on issue of shares. The reserve is utilised in accordance with
the provision of the Companies Act, 2013.
Capital Reserve
This represents appropriation of profit by the Company.
Retained Earnings
This comprise Company’s undistributed profit after taxes.

18.2 This is an item of Other Comprehensive Income, recognised directly in retained earnings.

19 Non- Current Borrowings

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Secured Borrowings-      
Non-Current Maturities of Term Loans from Banks - - 414.94
Preference Shares 972.45 2,639.80 3,131.17
Unsecured Borrowings-      
Non-Current Maturities of Loans from Related Parties 9,497.12 - -
Total 10,469.57 2,639.80 3,546.11

19.1 The requisite particulars of Non- Current Borrowings are as under-

Particulars As at As at As at Details
March 31, 2018 March 31, 2017 April 1, 2016
Secured Borrowings       Term Loan was secured by first pari
passu charge on all present & future
Term Loan from Indusind Bank - 1,666.18 3,180.78
current & movable property, plant
Limited
and equipment and intangible
Current Maturity - 1,666.18 3,180.78 assets of the Company at the rate
of Interest of 12.05% to 12.10% p.a.
Non - Current Amount - - - whose repayment was in 6 equal
semi-annual instalments after a
moratorium of 1 year.

67
 Particulars
March 31, 2018
Term Loan from YES Bank
Limited
Current Maturity
Non - Current Amount
Preference Shares*
Current Maturity
Non - Current Amount
Toal Secured Borrowings
Unsecured Borrowings
Loan from Oscar Investments
Limited
Current Maturity
Non - Current Amount
Loan from RHC Holding Private
Limited**
Current Maturity
Non - Current Amount
Loan from Fortis Healthcare
Holdings Private Limited***
Current Maturity
Non - Current Amount
Total Unsecured Borrowings
Grand Total
As at As at As at Details
March 31, 2017 April 1, 2016
- 414.94 1,233.15 Term Loan was secured by first pari
passu charge on all present & future
current & movable property, plant
- 414.94 818.21
and equipment and intangible
- - 414.94 assets of the Company at the rate
of Interest of 11.25% p.a. whose
repayment was in 12 quarterly equal
instalments after a moratorium of 1
year. There was put/call option at
the end of 18 months from the date
of disbursement and every 6 months
thereafter.
972.45 2,639.80 3,131.17 On September 28, 2011, the
Company has allotted 1,00,00,000
- - -
fully paid up Non Convertible
972.45 2,639.80 3,131.17 Cumulative Redeemable Preference
Shares (“Preference Shares”) of `
10 each at a premium of ` 190 per
share aggregating ` 20,000 Lakhs.
The entire Preference Shares shall be
redeemed, in one or more tranches,
at any time within 20 years from the
date of allotment at the amount
equivalent to the sale proceeds
of the Shares held in Dion Global
Investment Shares Trust, subject
to compliance with provisions of
applicable enactments. The sale
proceeds will be the full and final
redemption price to be paid on
redemption of Preference Shares
and shall not be paid any additional
amounts, cost, charge and/or
premium on the same.
972.45 2,639.80 3,546.11  
       
555.33 - - Loan is repayable along with
Interest accrued @ 14.50% p.a. on 7
December 7, 2020.
- - -
555.33 - -
2,189.51 - - Loan is repayable along with Interest
accrued @ 14.50% p.a. on May 4,
2020.
- - -
2,189.51 - -
6,752.28 - - Loan is repayable along with Interest
accrued @ 14.50% p.a. on May 4,
2020.
- - -
6,752.28 - -
9,497.12 - -  
10,469.57 2,639.80 3,546.11  

* The Preference shares issued by the Company, shall be redeemed at the amount equivalent to the sale proceeds of the shares
held in the Dion Global Investment Shares Trust (Trust) (subject to compliance of the provisions of applicable enactments), has
been classified as a financial liability and further the same also contains an embedded derivative whereby the entire instrument
has been recognized at fair value through profit and loss resulting in gain of ` 1,667.35 Lakhs for year ended March 31, 2018.
By taking option of fair value for investment in trust, there will be no impact on standalone financials as the fair value gain on
Preference Shares will be offset by the fair value loss on the investment in Trust.
** During FY17-18, Axis Bank invoked guarantee via sale of shares of Religare Enterprises Limited held by RHC Holding Private
Limited (RHC Holding) which were pledged as security by the promoters of the Company for the loan taken by the Company
and proceeds of ` 454.26 Lakhs has been adjusted towards the principal outstanding of loan. The amount which was payable
to Axis Bank is now payable to RHC Holding as these shares were held by RHC Holding.

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 *** (a) During FY17-18, Axis Bank invoked guarantee via sale of shares of Fortis Healthcare Limited held by Fortis Healthcare
Holdings Private Limited (FHHL) which were pledged as security by the promoters of the Company for the loan taken by the
Company and proceeds of ` 6,446.59 Lakhs has been adjusted towards the principal outstanding of loan. The amount which
was payable to Axis Bank is now payable to FHHL as these shares were held by FHHL.
(b) During FY17-18, Yes Bank invoked guarantee via sale of shares of Religare Enterprises Limited held by Fortis Healthcare
Holdings Private Limited (FHHL) which were pledged as security by the promoters of the Company for the loan taken by the
Company and proceeds of ` 305.69 Lakhs has been adjusted towards the principal outstanding of loan and penal interest. The
amount which was payable to Yes Bank is now payable to FHHL as these shares were held by FHHL.

20 Other Financial Liabilities

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016

Security Deposit 3.46 5.94 6.03

Interest Accrued but not due on Borrowings* 2,360.34 - -

Total 2,363.80 5.94 6.03

*As per MOU entered into by the Company with Related Parties, repayment of loans along with interest accrued is due after 12
months from the reporting date, hence Interest accrued but not due on these loans has been reclassified from Current Liabilities
to Non- Current Liabilities.

21 Provisions

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016

Provision for Employee Benefits (Refer Note 28)      

Gratuity 198.60 237.34 162.85

Leave encashment 24.63 34.43 22.82

Total 223.23 271.77 185.67

22 Deferred Tax Liability

22.1 The balance comprises temporary differences attributable to:

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016

(a) Deferred Tax (Assets)/Liabilities      

Property, Plant and Equipment   (14.87) - -

Accumulated Tax Losses 14.87 - -

Net Deferred Tax Assets/(Liabilities) - - -

(b) MAT credit Entitlement - - -

Total Deferred Tax Assets/(Liabilities) - - -

22.2 The Company has unabsorbed depreciation and carry forward losses under the Income Tax Act, 1961 of India. The Company
has recognised the deferred tax asset to the extent of deferred tax liability as there is uncertainty of taxable income in future
and hence the reversal of deferred tax asset. The Company does not have any deferred tax liabilty for the previous year ended
March 31, 2017 and as at April 1, 2016. Accordingly no deferred tax asset and liability has not been recognised in the books of
accounts for the previous year ended March 31, 2017 and as at April 1, 2016.

69
22.3 Movement in Deferred Tax (Liabilities)/Assets
Particulars Property, Plant and Tax Losses Total
Equipment
As at April 1, 2016 - - -
(Charged)/Credited-      
- to Profit & Loss - - -
- to Other Comprehensive Income - - -
As at March 31, 2017 - - -
(Charged)/Credited-      
- to Profit & Loss (14.87) 14.87 -
- to Other Comprehensive Income - - -
As at March 31, 2018 (14.87) 14.87 -

23 Current Borrowings
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Secured Borrowings-      
Loans from Banks 24,022.26 3,445.97 3,480.59
Unsecured Borrowings-      
Loans from Related Parties - 14,696.60 6,887.60
Total 24,022.26 18,142.57 10,368.19

23.1 The requisite particulars of Current Borrowings are as under-

Particulars As at As at As at Details
March 31, 2018 March 31, 2017 April 1, 2016
Secured Borrowings        
Axis Bank 6,874.08 - - Short Term Loan is secured by corporate guarantee
and personal guarantee of the promoters at
the rate of Interest of Axis Bank’s 6 months MCLR
plus 1.85% p.a., bullet repayment at the end of
12 months from the date of first disbursement.
There is put option after 6 months from the date
of first disbursement to pre-pay the outstanding
amount of the facility or any part thereof.
During the current year, there has been default in
payment of interest amounting to ` 262.03 Lakhs
pertaining to the period January 1, 2018 - March
31, 2018. Axis Bank has invoked guarantee via (i)
sale of shares of Fortis Healthcare Limited held by
Fortis Healthcare Holdings Private Limited and sale
of shares of Religare Enterprises Limited held by
RHC Holding Private Limited which were pledged
as security by the promoters of the Company
and proceeds of ` 6,446.59 Lakhs and ` 454.26
Lakhs respectively has been adjusted towards the
principal outstanding. The bank has recalled all its
facilities and loan along with accrued interest is
payable by the Company on immediate basis.
Yes Bank 3,290.00 3,300.00 3,300.00 Working Capital Demand Loan secured by
corporate guarantee and first pari passu
charge on all present and future current &
movable property, plant and equipment of
the Company at the rate of Interest of 16.50%
p.a., repayment on December 29, 2017.
During the current year, there has been default
in payment of interest amounting to ` 33.74 Lakhs
pertaining to the period March 1, 2018- March 31,
2018. The bank has recalled all its facilities and
loan along with accrued interest is payable by the
Company on immediate basis.

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 Particulars As at As at As at Details
March 31, 2018 March 31, 2017 April 1, 2016
Yes Bank 13,656.96 - - Yes Bank Limited (YBL) had issued a Stand by
Letter of Credit (SBLC) in favour of Yes Bank
IBU, Gift City Gujarat (YBL IBU) on behalf of
Regius Overseas Holding Co. Ltd. (ROHCL),
a wholly owned subsidiary of the Company.
Facility is secured by corporate guarantee
and pledge of shares. Consequent upon the
payment defaults by the ROHCL, YBL IBU invoked
the said SBLC and YBL paid the requisite amount
to YBL IBU on February 21, 2018 at the request
of the Company on behalf of ROHCL. As at the
reporting date, an amount along with additional
interest (@21% p.a.) and penalty amount of
` 17,426.00 Lakhs is due and payable to YBL.
Consequent upon the payment defaults by the
Company, the account of the Company, in
respect of the all facilities granted to the Company,
has been classified as non-performing asset on
May 21, 2018 in accordance with the directions
/ guidelines issued by the RBI. Further, YBL vide its
letter dated July 23, 2018 has issued the Guarantee
Invocation Notice to the Guarantors in respect of
all the facilities granted to the Company.

Overdraft with Bank 201.22 145.97 180.59 This is utilization as an open account (overdraft
facility) with Yes Bank for working capital purposes.
Current interest rate is 13.75% p.a.

Total Secured Loans 24,022.26 3,445.97 3,480.59  

from Banks

         

Unsecured        
Borrowings

Loans from Related        

Parties*

Loan from Oscar - 509.60 509.60 Loan is repayable on demand along with Interest
Investments Limited accrued @ 14.50% p.a. .

Loan from RHC Hold- - 14,187.00 6,378.00 Loan is repayable on demand along with Interest
ing Private Limited accrued @ 14.50% p.a. .

Total Unsecured - 14,696.60 6,887.60  

Loans from Related
Parties

Grand Total 24,022.26 18,142.57 10,368.19  

* As per MOU entered into by the Company with Related Parties, repayment of loans along with interest accrued is due after 12 months from the
reporting date, hence these loans have been reclassified to Non- Current Borrowings from Current Borrowings.

24 Trade Payables

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016

Dues of MSME parties (Refer Note 24.1 below) - - -

Dues of Other Than MSME Parties 254.62 147.55 199.61

Total 254.62 147.55 199.61

24.1 There are no transaction with micro, small and medium enterprises during the year and as such there is no balance outstanding
as at March 31, 2018.

71
25 Other Financial Liabilities
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Current Term maturities of Term Loans from Banks - 2,081.13 3,998.99
Interest Accrued but not Due on Borrowings* - 1,596.48 163.59
Interest Due on Borrowings 533.68 47.78 52.58
MTM Derivative Instrument - - 137.79
Provision for Expenses 424.62 251.12 188.31
Other Financial Liabilities 144.14 7.16 3.13
Total 1,102.44 3,983.67 4,544.39
*As per MOU entered into by the Company with Related Parties, repayment of loans along with interest accrued is due after 12
months from the reporting date, hence Interest accrued but not due on these loans has been reclassified from Current Liabilities
to Non- Current Liabilities.

26 Other Current Liabilities

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Income Received in Advance 496.43 253.94 207.24
Advance from Customers - 2.49 7.45
Statutory Dues 91.16 95.99 62.31
Total 587.59 352.42 277.00

27 Provisions
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Provision for Employee Benefits (Refer Note 28)      
Gratuity 17.53 20.25 18.09
Leave encashment 3.17 4.01 7.61
Total 20.70 24.26 25.70

28 Disclosures as per Ind AS 19 “Employee Benefits” relating to Actuarial Valuation of Gratuity & Leave Encashment Liability:
The Company has a defined benefit gratuity plan in India, governed by the Payment of Gratuity Act, 1972. The plan entitles an
employee, who has rendered at least five years of continuous service, to gratuity at the rate of fifteen days wages for every
completed year of service or part thereof in excess of six months, based on the rate of wages last drawn by the employee
concerned.
Particulars Gratuity (Defined Benefit Plan Leave Encashment
- Unfunded)
FY2017-18 FY2016-17 FY2017-18 FY2016-17
Assumptions as at March 31, 2018        
Discount Rate* 7.50% p.a. 7.50% p.a. 7.50% p.a. 7.50% p.a.
Future Salary Increases** 6.0% to 7.5% 7.5% 7.5% 7.5%

Demographic Assumptions
Mortality Indian Assured Indian Assured Indian Assured Indian Assured
Lives Mortality Lives Mortality Lives Mortality Lives Mortality
(2006-08) Ultimate (2006-08) Ultimate (2006-08) Ultimate (2006-08) Ultimate
Expected Rate of Return on Plan N.A. N.A. N.A. N.A.
Assets
Retirement Age 58 Years 58 Years 58 Years 58 Years
Expected Average Remaining Service 25 25 21 26
Future Salary Increases 6.0% to 7.5% 7.5% 7.5% 7.5%
Employee Turnover 1.0% to 20.0% 2.0% to 20.0% 2.0% to 20.0% 2.0% to 20.0%
*Discount rate is based on the prevailing market yields of Indian Government securities as at each reporting for the estimated
term of the obligations.
**Estimates of future compensation increases considered take into account the inflation, seniority, promotion and other relevant
factors.

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Other Details
Particulars Gratuity (Defined Benefit Plan Leave Encashment
- Unfunded)

FY2017-18 FY2016-17 FY2017-18 FY2016-17

I. Changes in Present Value of Obligations        

Present Value of Obligation at April 1, 2017 257.59 180.94 38.44 30.42

Interest Cost 17.23 14.48 2.41 2.32

Current Service Cost 32.78 33.87 5.35 53.36

Liabilities assumed on transferred employees - - - -

Benefits Paid 67.33 33.04 9.96 10.62

Actuarial Gain/(Loss) on Obligation 24.14 (61.33) 8.44 37.05

Present Value of Obligation at March 31, 2018 216.13 257.59 27.80 38.44

II. Changes in Fair Value of Plan Assets        

Fair Value of Plan Assets at April 1, 2017 N.A. N.A. N.A. N.A.

Expected Return of Plan Assets - - - -

Benefits Paid - - - -

Actuarial Gain / (Loss) on Plan Assets - - - -

Fair Value of Plan Assets at March 31, 2018 N.A. N.A. N.A. N.A.

III. Amounts to be recognised in the Balance Sheet        

Present Value of Obligation at March 31, 2018 216.13 257.59 27.80 38.44

Fair Value of Plan Assets at March 31, 2018 - - - -

Amount received/receivable on transfer of employees - - - -

Un-funded Liability at March 31,2018 216.13 257.59 27.80 38.44

Un-recognized Actuarial Gain /(Loss) - - - -

Net (Asset)/Liability recognised in the Balance Sheet 216.13 257.59 27.80 38.44

IV. Expense recognised in the Statement of Profit and Loss        

Interest Cost 17.23 14.48 2.41 2.32

Current Service Cost 32.78 33.87 5.35 53.36

Expected Return on Plan Assets - - - -

Net Actuarial Gain /(Loss) recognized for the period - - 8.44 37.05

Expense recognized in the Statement of Profit and Loss 50.01 48.35 (0.68) 18.63

V. Amount recognised in the Other Comprehensive Income        

Actuarial changes arising from changes in demographic - - N.A. N.A.

assumptions

Actuarial changes arising from changes in financial as- - - N.A. N.A.

sumptions

Experience Adjustments 24.14 (61.33) N.A. N.A.

VI. Bifurcation of Present Value of Obligation as at March        

31, 2018 as per Schedule III of the Companies Act, 2013

Current Liability 17.53 20.25 3.17 4.01

Non-Current Liability 198.60 237.34 24.63 34.43

Total of Present Value of Obligation as at March 31, 2018 216.13 257.59 27.80 38.44

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 Sensitivity Analysis
Impact on Defined Benefit Obligation March 31, 2018 March 31 2017 March 31, 2018 March 31 2017
Discount Rate (100 basis points)- Increase 195.22 234.42 25.55 35.23
- Decrease 238.72 285.08 30.43 42.25
Future Salary Growth (100 basis points)- Increase 237.18 276.10 30.56 42.42
- Decrease 195.07 238.90 25.40 35.02
Withdrawal Rate (100 basis points)- Increase 215.00 260.43 27.81 38.46
- Decrease 215.27 254.18 27.78 38.42
The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit
obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
The following payments are expected contributions to the defined benefit plan in future years:

Particulars March 31, 2018 March 31 2017

Within the next 12 months (next annual reporting period) 17.45 24.30

Between 2 and 5 years 64.39 82.88

Between 5 and 10 years 84.20 92.62

Total Expected Payment 166.04 199.81

The average duration of the defined benefit plan obligation at the end of the reporting period is 15.91 years (March 31 2017:
16.07 years).

29 Revenue from Operations

Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
Sale of Products    
License Fees and Annual Maintenance 186.95 531.63
Sale of Services    
Software Development 1,708.33 1,861.18
Subscription / Data Content Feed 510.89 466.57
Total 2,406.17 2,859.38

30 Other Income
Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
Interest Income* 166.77 1,508.51
Net Gain on Sale of Non- Current Investments 0.80 -
Other Non Operating Income (net of expenses)-    
Bad Debts Recovered - 5.97
Interest on Income Tax Refund 52.00 91.38
Profit on Sale of Fixed Assets 1.91 -
Exchange Fluctuation (Net) 71.46 -
Fair Value Gain on FVTPL liability (Refer Note 19.1) 1,667.35 491.37
Miscellaneous Income 190.82 179.78
Total 2,151.11 2,277.01

*Considering the remote possibility of realisability of the income, no further interest income have been recognised in FY2017-18
as the Company has provided for the loans given to Regius Overseas Holding Co. Ltd. and RHC IT Solutions Private Limited due
to lack of virtual certainty of repayment considering their consistent historical losses.

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31 Employee Benefit Expenses
Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
Salaries and Wages 2,050.11 2,164.40
Contribution to Provident and Other Funds 136.88 145.08
Staff Welfare Expenses 68.86 70.45
Total 2,255.85 2,379.93

32 Finance Costs
Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
Interest Expense    
-On Corporate Loans 971.06 1,774.50
-On Bank Loans 1,964.07 762.16
-On Others 0.00 3.02
Other Borrowing Costs 463.76 187.04
Total 3,398.89 2,726.72

33 Depreciation and Amortization

Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
Depreciation of Property, Plant & Equipment 27.91 37.92
Amortization of Intangible Assets 100.22 82.74
Total 128.13 120.66

34 Other Expenses
Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
Rent 257.55 230.29
Repairs & Maintenance 80.51 70.54
Insurance 1.77 1.99
Rates and Taxes, excluding Taxes on Income 22.87 7.86
Advertisement and Sales Promotion 25.48 53.00
Provision for Doubtful Debts 116.85 -
Provision for Advance given to Related Party 606.86 -
Balances Written Off 2.74 1.54
Legal and Professional Charges 126.84 135.73
Membership, Subscription and Empanelment Fees 184.63 222.52
Travelling and Conveyance 73.03 74.02
Electricity and Water Expenses 38.43 36.37
Postage and Telephone 49.88 52.97
Printing and Stationery 6.48 7.59
Exchange Fluctuation (Net) - 126.60
Bank Charges 1.76 1.37
Database Management and Software Expenses 31.63 60.63
Other Operating Expenses - 54.15
Payment to Auditors (Refer Note 34.1) 5.27 5.53
Loss on Sale of Investments - 0.49
Loss on Fair Valuation of Investments in Equity Instruments 8.78 1.93
Loss on Fair Valuation of Investments in Subsidiary 1,667.35 491.37
Miscellaneous Expenses 2.27 36.32
Total 3,310.98 1,672.81

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34.1 Payment to Auditors*
Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
As Auditor:    
Statutory Audit Fees 3.13 3.13
Tax Audit Fees 0.75 0.75
In Other Capacity :    
Other Services 1.00 1.49
Reimbursement of Expenses 0.39 0.16
Total 5.27 5.53

* Excluding Goods and Services Tax

35 Exceptional items
For the Year Ended For the Year Ended
Particulars
March 31, 2018 March 31, 2017
Provision for Impairement of Non-Current Investment in a Subsidiary (Refer Note 7.1)   -
- Investment in Equity Shares 12,017.84 -
-Investment in Preference Shares 7,984.01 -
Expected Credit Loss Allowance on Inter Corporate Loans given along with
26,561.13 -
Interest Accrued to related parties (Refer Note 11.1)
Redundancy Costs of Employees - 30.30
Total 46,562.98 30.30

36 Tax Reconciliation
Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
Loss Before Tax as per Profit and Loss Statement (51,099.55) (1,794.03)
Tax as per the applicable Tax Rates (13,158.13) (554.35)
Income Exempt from Tax - -
Tax on Non-Deductible Expenses 11,997.05 12.52
Deferred Tax Assets not recognised on the Loss 1,161.08 541.83
Total - -

Particulars For the Year Ended For the Year Ended

March 31, 2018 March 31, 2017
Current Tax - -
Deferred Tax - -
Tax Expense reported in the Statement of Comprehensive Income - -
The unused tax losses incurred by the Company is not likely to generate taxable income in foreseeable future. The losses can
be carried forward for 8 years as per the provisions of Income Tax Act, 1961.

37 Components of Other Comprehensive Income (OCI)

Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
Re-measurement gains/(losses) on Defined Benefit Plans 24.14 (61.33)
Total 24.14 (61.33)

38 Earnings per share (EPS)

Basic Earnings per Share
The calculation of basic earnings per share for the year ended March 31, 2018 is based on profit/(loss) attributable to equity
shareholders of ` (51,099.55 Lakhs) [previous year ` (1,794.03 Lakhs)] and weighted average number of equity shares outstanding
of 32,227,406 [previous year 32,227,406].
Diluted Earnings per Share
The calculation of diluted earnings per share for the year ended March 31, 2018 is based on profit/(loss) attributable to equity

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 shareholders of ` (51,099.55 Lakhs) [previous year ` (1,794.03 Lakhs)] and weighted average number of equity shares outstanding
of 32,227,406 [previous year 32,227,406].
The following reflects the income and shares data used in the Basic and Diluted EPS computations:
Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
Profit/ (Loss) for the year from Continuing Operations (51,099.55) (1,794.03)
Net Profit/(Loss) attributable to Equity Shareholders for Basic and Diluted EPS (51,099.55) (1,794.03)
Weighted average number of Equity Shares for Basic EPS (Nos in Lakhs) 322.27 322.27
Weighted average number of Equity Shares for Diluted EPS (Nos in Lakhs) 322.27 322.27
Nominal Value of Shares (`) 10.00 10.00
Basic Profit/(Loss) per Equity Share (`) (158.56) (5.57)
Diluted Profit/(Loss) per Equity Share (`) (158.56) (5.57)

39 Commitments and Contingencies

a. Operating Leases
Particulars For the Year Ended For the Year Ended As at
March 31, 2018 March 31, 2017 April 1, 2016
Rent [Including minimum lease payments: Nil (2017: Nil)] 257.55 230.29 236.96
The Company has entered into operating lease arrangements      
for office premises. The lease periods range from 12 months to 5
years with options of renewal for further periods with increased
rent. The operating leases are cancelable by the lessor or lessee
with a notice period of up to 3 months.

b. Contingent Liabilities
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
(a) Guarantees      
- Bank Guarantees given by the bankers on behalf of the Company in form 9,770.49 14,770.66 13,150.46
of stand by letter of credit for facilitating working capital to its subsidiary
Companies
(b) Other Money for which the Company is contingently liable      
- Disputed Income Tax Demands not provided for 85.34 85.34 85.34
- Disputed Service Tax Demands not provided for 481.62 481.62 481.62
- Disputed VAT/ CST Demands not provided for 89.97 89.97 89.97
- Other contingent liabilities with respect to litigations 17.75 17.75 17.75
 Total 10,445.17 15,445.34 13,825.14

Details of Contingent Liabilities

1 Religare Technova Global Solutions Limited (merged with Dion Global Solutions Limited) has received a demand notice of
` 354.54 Lakhs with equal penalty from Commissioner of Service Tax, Div-II, Gr. XII, Bangalore for the period March 1, 2006 to May
15, 2008 alleging non-payment of service tax on “information technology services” provided by the Company on the ground
that said services falls under “Management Consultancy Service”.
The Company has contended the view of the department and has filed a suitable appeal before the Custom Excise Service
Tax Appellate Tribunal ‘CESTAT’, Bangalore against the said order on the ground that the services provided by the Company
falls under category Information Technology Software Services ‘ITSS’ under Service Tax Act, 1994 and the Department has
wrongly classified the said services under ‘Management Consultancy Service’. Further ‘ITSS’ has become taxable from May
2008, therefore the services provided by the company before May 08 is a non-taxable service as per the provisions of the
Service Tax Act. The CESTAT after hearing of the case has allowed 80% stay on the merit and directed the Company to deposit `
50 Lakhs against the demand which has been complied with. The case is pending for final hearing before CESTAT, Bangalore.
2 Religare Technova Global Solutions Limited (merged with Dion Global Solutions Limited) has received a Show Cause Notice of
` 122.18 Lakhs dated Apr 02, 2012 from Commissioner of Service Tax, Div-II, Gr. XII, Bangalore for the period 2008-09 to 2010-11
alleging short payment of tax on software development revenue. The Company has filed suitable reply before Commissioner
of Central Excise (Adjudication), Bangalore against the said SCN notice on the bonafide belief that the tax has been duly
charged and paid on said service as per the provisions prescribed under law for the time being in force.

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3 Religare Technova Global Solutions Limited (merged with Dion Global Solutions Limited) has received a demand of ` 75.21
Lakhs and ` 14.75 Lakhs from Assistant Commissioner of Commercial Taxes,(Recovery-22, Bangalore for nonpayment of VAT/
CST liability for the months of February 2006, March 2006, April 2006 to Mar 2007 and from April 2007 to March 2008 respectively.
The Company had preferred appeals before Joint Commissioner of Commercial Taxes (Appeal-2), Bangalore against the said
orders where the demand has been upheld by the Joint Commissioner.
The Company had filed an appeal before Appellate Tribunal, Commercial Tax, Karnataka on the bonafide belief that the
online information service is not liable to VAT. The case proceeding has been completed and order has been passed in favour
of the Company on October 31, 2017. The Company has received refund order on May 17, 2018 for the amount deposited
under protest.
4 Religare Technova Global Solutions Limited (merged with Dion Global Solutions Limited) has received a demand notice of ` 4.90
Lakhs including interest and penalty dated March 9, 2012 from Assistant Commissioner of Service Tax, DIV-II, Gr. XII, Bangalore
for the period 2007-08 to 2010-11 alleging that the Company has wrongly taken input credit on Air travel and catering service.
The Company has filed an appeal against the said demand notice on the bonafide belief that the Cenvat credit taken on air
travel and catering service were exclusively used for business purpose and it is duly allowable as per law.
The hearing in the subject matter has been done and allowed in the favour of the Company subject to verification of travel
record to prove that the travel were undertaken for official purposes. The verification is to be done by Superintendent of Service
tax which is under process.
5 The Income Tax assessment of Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) for
the Assessment Year ‘AY’ 2007-08 was completed by the Assistant Commissioner of Income Tax 2(1), Mumbai under section
143(3) of the Income Tax Act, 1961 ‘the Act’ vide order dated December 29, 2009. Consequent to certain disallowances made
during the assessment, the Assessing Officer ‘AO’ raised a demand of ` 85.34 Lakhs on the Company.
The Company filed an appeal before Commissioner of Income Tax (Appeal)-4, Mumbai wherein the order of AO was upheld.
The Company preferred an appeal before the Income Tax Appellate Tribunal, Mumbai against the order of CIT (A) wherein
the ITAT has partly allowed few grounds of appeal. The case is pending before AO for giving the appeal effect against the
order passed by ITAT. The AO also initiated penalty proceedings under section 271(1) (c) of the Act against the Company. The
penalty proceeding is pending before CIT(A).
6 Deal Depot Equities (DDE), has filed a summary suit in the High Court of Bombay (Original Civil Jurisdiction) (summary suit no.
612 of 2010) against Religare Technova Global Solutions Limited (RTGSL), which subsequently got merged with the Company.
DDE has alleged that in pursuant to purchase order of software namely “Trade Anywhere” to RTGSL, the same was followed by
part payment of sum of ` 6.75 Lakhs. RTGSL did not install and activate the same. DDE has prayed for refund of advance sum
paid of ` 6.75 Lakhs along with interest at the rate 6% . The Hon’ble High Court has transferred the matter to City Civil Court at
Mumbai and the matter is currently pending.
7 Unimetal Ispat Limited had filed a suit (being M.S. No. 13/1997) against the Company before the Civil Judge (Senior Division)
at Alipore, raising an aggregate claim of ` 11.00 Lakhs, in which a decree was granted by the Civil Judge (Senior Division) at
Alipore. The Company has filed an appeal in this matter in the High Court of Kolkata. The matter is currently pending.
c. Commitments
The Company does not have any commitment as on March 31, 2018.

40 Capital Management
For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other
equity reserves attributable to the equity holders of the parent. The primary objective of the Company’s capital management
is to maximise the shareholder value.
To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to
shareholders or issue new shares. The Company includes within net debt, interest bearing loans and borrowings, trade and other
payables, less cash and cash equivalents.
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Borrowings 34,491.83 20,782.38 13,914.30
Trade Payables (Refer Note 24) 254.62 147.55 199.61
Other Payables 3,466.24 3,989.60 4,550.42
Less: Cash and Cash Equivalents (Refer Note 13) (11.39) (6.63) (9.92)
Net Debt (A) 38,201.30 24,912.90 18,654.41
Equity (B) (34,713.42) 16,361.99 18,217.35
Gearing ratio (A/B) (1.10) 1.52 1.02
In order to achieve this overall objective, the Company’s management, amongst other things, aims to ensure that it meets
financial covenants attached to the interest bearing loans and borrowings that define capital structure requirements. Breaches
in meeting the financial covenants would permit the bank to immediately call loans and borrowings. During the FY2017-18,
there have been defaults in repayment of principal and interest on loans due to which banks have recalled the borrowing
facilities. Details of these defaults are given in Note 23.1.
No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2018
and March 31, 2017.

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41 Fair Values
Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments, other
than those with carrying amounts that are reasonable approximations of fair values:
Particulars Carrying value Fair value
As at As at As at As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016 March 31, 2018 March 31, 2017 April 1, 2016
Financial Assets measured at
Amortised Cost
Security Deposits paid 42.39 65.57 76.06 42.39 65.57 76.06
Trade Receivable 1,427.49 901.99 1,051.11 1,427.49 901.99 1,051.11
Cash and Cash Equivalents 11.39 6.63 9.92 11.39 6.63 9.92
Bank Deposits 74.58 2,574.60 72.64 74.58 2,574.60 72.64
Debt Service Reserve 32.78 306.25 306.25 32.78 306.25 306.25
Account
Other Receivable from 589.97 1,520.79 766.84 589.97 1,520.79 766.84
Related Party
Unbilled Revenue 111.47 338.33 158.73 111.47 338.33 158.73
Interest Receivable 7.83 28.60 10.92 7.83 28.60 10.92
Intercorporate Deposits - 12,399.43 10,014.65 - 12,399.43 10,014.65
Financial Assets measured at
Fair Value
Investment in Trust 972.45 2,639.80 3,131.17 972.45 2,639.80 3,131.17
Other Investments 159.23 168.01 174.87 159.23 168.01 174.87
Total 3,429.58 20,950.00 15,773.16 3,429.58 20,950.00 15,773.16
Financial Liabilities measured
at Amortised Cost
Non Current Borrowings 9,497.12 - 414.94 9,497.12 - 414.94
Current Borrowings 24,022.26 18,142.57 10,368.19 24,022.26 18,142.57 10,368.19
Trade Payables 254.62 147.55 199.61 254.62 147.55 199.61
Interest Accrued but not Due 2,360.34 1,596.48 163.59 2,360.34 1,596.48 163.59
on Borrowings
Interest Due on Borrowings 533.68 47.78 52.58 533.68 47.78 52.58
Security Deposits 3.46 5.94 6.03 3.46 5.94 6.03
Other Financial Liabilities 568.76 2,339.41 4,190.43 568.76 2,339.41 4,190.43
Financial liabilities measured
at Fair Value
Loan (Preference shares) 972.45 2,639.80 3,131.17 972.45 2,639.80 3,131.17
MTM Derivative Instrument - - 137.79 - - 137.79
Total 38,212.69 24,919.53 18,664.33 38,212.69 24,919.53 18,664.33
The management assessed that security deposit paid, trade receivables, cash and cash equivalents, bank deposit,
reimbursement receivable, Current and Non current borrowings, interest accured but not due, due to employees, trade
payables and capital creditors approximate their carrying amounts largely due to the current maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or liquidation sale.
The Company determines fair values of financial assets and financial liabilities by discounting the contractual cash in flows/
outflows using prevaling interest rates of financial instruments with similar terms. The initial measurement of financial assets and
financial liabilities is at fair value. The subsequent measurement of all financial assets and liabilites is at amortised cost, using the
effective interest method.
Discount Rate used in determing Fair Value
The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental borrowing rate
of borrower which in case of financial liabilites is weighted average cost of borrowings of the Company and in case of financial
asset is the average market rate of similar credit rated instrument.
Fair value of financial assets and liabilities is the amount that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurable date, regardless of whether that price is directly observable
or estimated using another valuation technique.

79
 The following methods and assumptions were used to estimate fair values:-
(a) Fair value of current financial assets and liabilities significantly approximate their carrying amounts largely due to the
Current maturities of these instruments.
(b) Security deposits paid are evaluated by the Company based on parameters such as interest rates, non performance risk
of the customer. The fair values of the Company’s security deposits paid are determined by estimating the incremental
borrowing rate of the borrower (primarily the landlords). Such rate has been determined using discount rate that reflects
the average interest rate of borrowings taken by similar credit rated companies where the risk of non-performance risk is
more than insignificant.
42 Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a)
recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in financial
statements. To provide an indication about the reliability of inputs used in determining fair values, the Company has classified
its financial instruments into three levels prescribed under the IND AS.
The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in
a current transaction between willing parties, other than in a forced or liquidation sale.
All financial instruments for which fair value is recognized or disclosed are categorised with in the fair value hierarchy, described
as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 : quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2 : valuation techniques for which the lowest level input that has a significant effect on the fair value measurement are
observable, either directly or indirectly.
Level 3 : valuation techniques for which the lowest level input which has a significant effect on the fair value measurement is
not based on observable market data.

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 42 Fair Value Hierarchy (cont’d)
The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities.
Quantitative disclosures fair value measurement hierarchy for assets is as follows:
Particulars As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Date of Valuation Quoted Significant Significant Date of valuation Quoted Significant Significant Date of valuation Quoted Significant Significant
Prices in Observable Unobservable Prices in Observable Unobservable Prices in Observable Unobservable
Active Inputs Inputs Active Inputs Inputs (Level Active Inputs (Level 2) Inputs
Markets (Level 2) (Level 3)** Markets (Level 2) 3) Markets (Level 3)
(Level 1) (Level 1) (Level 1)
Financial Assets measured at                        
Amortised Cost for which Fair Value
is disclosed
Security Deposits paid As at March 31, 2018 - 42.39 - As at March 31, 2017 - 65.57 - As at April 1, 2016 - 76.06 -
Trade Receivable As at March 31, 2018 - 1,427.49 - As at March 31, 2017 - 901.99 - As at April 1, 2016 - 1,051.11 -
Cash and Cash Equivalents As at March 31, 2018 - 11.39 - As at March 31, 2017 - 6.63 - As at April 1, 2016 - 9.92 -
Bank Deposits As at March 31, 2018 - 74.58 - As at March 31, 2017 - 2,574.60 - As at April 1, 2016 - 72.64 -
Debt Service Reserve Account As at March 31, 2018 - 32.78 - As at March 31, 2017 - 306.25 - As at April 1, 2016 - 306.25 -
Other Receivable from Related Party As at March 31, 2018 - 589.97 - As at March 31, 2017 - 1,520.79 - As at April 1, 2016 - 766.84 -
Unbilled Revenue As at March 31, 2018 - 111.47 - As at March 31, 2017 - 338.33 - As at April 1, 2016 - 158.73 -
Interest Receivable As at March 31, 2018 - 7.83 - As at March 31, 2017 - 28.60 - As at April 1, 2016 - 10.92 -
Intercorporate Deposits As at March 31, 2018 - - - As at March 31, 2017 - 12,399.43 - As at April 1, 2016 - 10,014.65 -
Financial assets measured at fair                        
value
Investment in Trust* As at March 31, 2018 972.45 - - As at March 31, 2017 2,639.80 - - As at April 1, 2016 3,131.17 - -
Other Investments As at March 31, 2018 3.82 - 155.41 As at March 31, 2017 12.60 - 155.41 As at April 1, 2016 14.53 - 160.34
Total   976.27 2,297.90 155.41   2,652.40 18,142.19 155.41   3,145.70 12,467.12 160.34
Financial Liabilities measured at Amortised Cost                      
Non Current Borrowings As at March 31, 2018 - 9,497.13 - As at March 31, 2017 - - - As at April 1, 2016 - 414.94 -
Current Borrowings As at March 31, 2018 - 24,022.26 - As at March 31, 2017 - 18,142.57 - As at April 1, 2016 - 10,368.19 -
Trade Payables As at March 31, 2018 - 254.62 - As at March 31, 2017 - 147.55 - As at April 1, 2016 - 199.61 -
Interest Accrued but not Due on As at March 31, 2018 - 2,360.34 - As at March 31, 2017 - 1,596.48 - As at April 1, 2016 - 163.59 -
Borrowings
Interest Due on Borrowings As at March 31, 2018 - 533.68 - As at March 31, 2017 - 47.78 - As at April 1, 2016 - 52.58 -
Security Deposits As at March 31, 2018 - 3.46 - As at March 31, 2017 - 5.94 - As at April 1, 2016 - 6.03 -
Other Financial Liabilities As at March 31, 2018 - 568.78 - As at March 31, 2017 - 2,339.41 - As at April 1, 2016 - 4,190.43 -
Financial liabilities measured at fair                        
value
Loan (Preference shares)*** As at March 31, 2018 972.45 - - As at March 31, 2017 2,639.80 - - As at April 1, 2016 3,131.17 - -
MTM Derivative Instrument As at March 31, 2018 - - - As at March 31, 2017 - - - As at April 1, 2016 137.79 - -
Total   972.45 37,240.27 -   2,639.80 22,279.73 -   3,268.96 15,395.37 -
*Dion Global Investment Shares Trust has the equity shares of Dion Global Solutions Limited as assets and does not has any liabilty. These equity shares are actively traded in the market and the change in
the value of shares of Dion Global Solutions Limited has directly and equally impacted the value of our investment in Trust. Thus the investment in trust has been classified into Level 1.
** Fair value of investments in equity shares of entity is taken at cost as sufficient recent information is not available to measure the fair value and cost represents the best estimate of fair value
within that range.
*** The Preference shares issued by the Company, shall be redeemed at the amount equivalent to the sale proceeds of the shares held in the Dion Global Investment Shares Trust (Trust) (subject
to compliance of the provisions of applicable enactments), has been classified as a financial liability and further the same also contains an embedded derivative whereby the entire instrument
has been recognized at fair value through profit and loss resulting in gain of ` 1,667.35 Lakhs for year ended March 31, 2018. By taking option of fair value for investment in trust, there will be no
impact on standalone financials as the fair value gain on Preference Shares will be offset by the fair value loss on the investment in Trust.

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43 Financial Risk Management Objectives and Policies
The Company’s principal financial liabilities comprise loans and borrowings, trade and other payables etc. The main purpose
of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include loans,
trade and other receivables, unbilled revenue, security deposits and cash & cash equivalents etc. that derive directly from its
operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the
management of these risks. The Company’s senior management is supported by a risk management policy that advises on
financial risks and the appropriate financial risk governance framework for the Company. The Company’s senior management
ensures that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial
risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The Company’s
activities are exposed to market risk, credit risk and liquidity risk:
(a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: interest rate risk, currency risk and price risk. Financial instruments
affected by market risk include loans and borrowings, fixed deposits.
The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-
retirement obligations; provisions; and the non-financial assets and liabilities
The following assumptions have been made in calculating the sensitivity analyses:
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based
on the financial assets and financial liabilities held at March 31, 2018 and March 31, 2017.
(i) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. In order to optimize the Company’s position with regard to interest income and interest expenses and
to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing
the proportion of the fixed rate and floating rate financial instruments in its total portfolio .
The Company has significant interest- bearing assets i.e. intercorporate deposits, however the income and operating cash
flows are substantially not impacted of changes in market interest rates since entity has given intercorporate deposits at
fixed rate of interest to subsidiaries and other related parties for their working capital requirement. The Company’s exposure
to the risk of changes in market interest rates relates primarily to the Company’s current and non-current debt obligations
with floating interest rates, which are included in interest bearing loans and borrowings in these financial statements.
Interest rate risks arise from non-current borrowings. By analyzing its interest rate exposures, the Company used interest rate
swap to mitigate interest rate risks.
Details of Interest Rate Swap are (2 loans with same details):
Amount of loan: ` 4,166.67 Lakhs
Loan taken from: Indusind Bank @12.50% p.a.
Such interest is swapped with Axis bank on the following terms:
Currency swap exchange rate: ` 63.47/USD and ` 63.48/USD
Interest rate: 1month LIBOR+6.22% p.a., Act/360 payable monthly on outstanding USD notional
a) Interest-bearing Non-Current Financial Instruments held by the Company as of March 31, 2018
Floating-rate Non-Current March 31, 2018 March 31, 2017
financial instruments Effective Amount Effective Amount
Interest Rate Interest Rate
Non-Current Borrowings Nil Nil 1 month LIBOR 1,745.57
plus 6.22% p.a.
b) Interest-bearing Current Financial Instruments held by the Company as of March 31, 2018
Floating-rate Current March 31, 2018 March 31, 2017
financial instruments Effective Amount Effective Amount
Interest Rate Interest Rate
Current Borrowings 6 months 6,874.08 - -
MCLR+1.85% p.a.
c) Sensitivity analysis
The following table demonstrates the senstivity analysis if the interest rate is increased/decreased by 50 basis points and
considering other variables remain unchanged:-
Interest Rate Sensitivity
Particulars Impact on Net Profit
For the year ended March 31, 2018  
Interest rate increases by 50 basis points (34.37)
Interest rate decreases by 50 basis points 34.37
For the year ended March 31, 2017  
Interest rate increases by 50 basis points (8.73)
Interest rate decreases by 50 basis points 8.73

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(ii) Foreign Exchange Risk
Foreign currency risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes
in foreign exchange rates. The Company transacts business in local currency and in foreign currency, as there are many
intercompany transaction with subsidiary Companies which are located across globe. The Company has foreign currency
trade payables and receivables and is therefore, exposed to foreign exchange risk.
The Company’s functional currency is INR. Company has foreign currency exposure related to financing in currencies other
than INR, mainly USD, Singapore Dollar (SGD), Australian Dollar (SGD) and Euro.
In countries where local currencies depreciated sharply or in those with strict foreign exchange controls, the Company
managed foreign exchange exposures via different measures, including pricing in USD, accelerating payment collection, and
promptly transferring payments out of these countries.
The following table demonstrates the sensitivity in various currencies to the functional currency of the Company, with all other
variable held constant. The impact on the Company’s net profit is due to changes in the fair value of monetary assets and
liabilities.
Foreign Currency Sensitivity:
Particulars Impact on Net Profit
For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
` appreciates 5% against USD (863.79) (131.09)
` depreciates 5% against USD 863.79 131.09
` appreciates 5% against SGD 0.25 (4.27)
` depreciates 5% against SGD (0.25) 4.27
` appreciates 5% against AUD (144.36) (125.77)
` depreciates 5% against AUD 144.36 125.77
` appreciates 5% against CAD (7.85) (8.72)
` depreciates 5% against CAD 7.85 8.72
` appreciates 5% against GBP (7.80) (3.86)
` depreciates 5% against GBP 7.80 3.86
` appreciates 5% against HKD (1.10) (0.56)
` depreciates 5% against HKD 1.10 0.56
` appreciates 5% against MYR (0.27) (0.12)
` depreciates 5% against MYR 0.27 0.12
` appreciates 5% against Euro (8.86) (3.34)
` depreciates 5% against Euro 8.86 3.34

Particulars of Unhedged Foreign Currency Exposure as at the Reporting Date:

Nature Currency As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Foreign Amount Foreign Amount Foreign Amount
Currency Currency Currency
in Lakhs in Lakhs in Lakhs
Payables AUD 0.58 29.13 - - 1.45 73.37
SGD 0.31 15.53 0.05 2.20 - -
USD 0.21 13.40 - - - -
GBP 0.16 14.35 - - - -
Receivables AUD 58.29 2916.27 50.78 2515.31 49.46 2506.90
CAD 3.11 157.03 3.58 174.46 1.76 89.94
EUR 2.21 177.14 0.96 66.83 0.48 35.83
USD 265.44 172.89 40.42 2621.79 22.15 1462.19
GBP 1.87 170.41 0.95 77.17 0.52 49.52
HKD 2.59 21.52 1.35 11.24 0.21 1.75
MYR 0.32 5.42 0.16 2.41 - -
SGD 0.21 10.43 1.89 87.64 0.52 25.79

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(iii) Price Risk
The Company’s investment in listed and non-listed equity securities are susceptible to market price risk arising from uncertainties
about future values of the investment in securities. Reports on the equity portfolio are submitted to the Company’s senior
management on a regular basis. The Company’s Loan and Investment Borrowing Committee reviews and approves all equity
investment decisions.
(b) Credit Risk
Credit risk arises from the possibility that the counterparty will default on its contractual obligations resulting in financial loss to
the Company. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the
financial conditions, current economic trends, and analysis of historical bad debts and ageing of accounts receivable.
The Company has consistent credit management policies, processes, IT systems, and credit risk assessment tools. The company
uses risk assessment models to determine customer credit ratings and credit limits. It has also implemented risk control points
over key processes throughout the end-to-end sales cycle to manage credit risks in a closed loop. Company’s operations team
regularly assesses and tracks Company’s credit risk exposures and accordingly specific and general provisioning is created,
wherever required.
The Company considers the probability of default upon initial recognition of assets and whether there has been a significant
increase in credit risk on an ongoing basis through each reporting period. To assess whether there is significant increase in credit
risk, it considers reasonable and supportice forward looking information such as:
(i) Actual or expected significant adverse changes in business.
(ii) Actual or expected significant changes in the operating results of the counterparty.
(iii) Financial or economic conditions that are expected to cause a significant change to the counterparty’s ability to meet its
obligation.
(iv) Significant increase in credit risk and other financial instruments of the same counterparty.
(v) Significant changes in the value of collateral supporting the obligation or in the quality of third party guarantees or credit
enhancements.
Ind AS 109 requires the Company to adopt a Expected Credit Loss (ECL) model to provide for expected credit losses within the
next twelve months on a scientific basis. According to the standard, the Company needs to access the significance of credit
risk and its movement since its initial recognition for all receivables. ECL on individual large exposures and credit impaired loans
are generally measured individually. The Company had to provide for all the loans given to Regius Overseas Holding Co. Ltd.
(ROHCL) and RHC IT Solutions Private Limited (RHC IT) due to lack of virtual certainty of repayment considering their consistent
historical losses.
Movement of Allowance for Expected Credit Loss on loans and advances

Particulars As at As at
March 31, 2018 March 31, 2017

Opening Balance - -

Add: Addition during the year 26,561.13 -

Less: Reversed during the year - -

Closing Balance 26,561.13 -

Trade Receivables
Customer credit risk is managed by the Company’s established policy, procedures and controls relating to customer credit risk
management. Credit quality of a customer is assessed based on the feedback from the operations team which assesses and
interacts with the customers on a regular basis. Outstanding customer receivables are regularly monitored. At March 31, 2018
the Company had 5 customers (March 31, 2017: 3, April 1, 2016: 2) with balances greater than INR 100 Lakhs and accounted
for approximately 70% (March 31, 2017: 67%, April 1, 2016: 68%) of total trade receivables.
An impairment analysis is performed at each reporting date on an individual basis for all clients. The maximum exposure to
credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note below. The Company
does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low,
as its customers are located in several jurisdictions and industries.
Ageing of Trade Receivables at the reporting date was:

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016

Past due 0-90 days 541.18 678.60 821.09

Past due 91-180 days 280.46 114.97 69.05

Past due 181 days-300 days 452.77 122.21 30.63

More than 300 days 312.76 43.21 218.68

Total 1,587.17 958.99 1,139.45

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 Movement of Expected Credit Risk Allowance
Particulars As at As at
March 31, 2018 March 31, 2017
Opening Balance 57.00 88.34
Add: Addition in Provision during the year 178.08 25.13
Less: Write off during the year 1.15 2.60
Less: Reversed during the year 74.25 53.87
Closing Balance 159.68 57.00
Financial Instruments and Cash Deposits
Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance
with the Company’s policy.
Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counter
party. Counter party credit limits are reviewed by the Board of Directors on an annual basis and may be updated throughout
the year subject to approval of the Finance Committee. The limits are set to minimise the concentration of risks and therefore
mitigate financial loss through counterparty’s potential failure to make payments.
(c) Liquidity Risk
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without
incurring unacceptable losses. The Company’s objective is to, at all times maintain optimum levels of liquidity to meet its cash
and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system.
The Company has continuously refined its cash flow planning, budgeting, and forecasting system to better assess its short-term
and mid-to long-term liquidity needs. Due to the substantial borrowings, entity has committed future liabilities and to manage
its liquity, the Company makes continuous efforts in evaluating the requirement and improve performance/delivery to meet
the requirement. Additional measures include centralizing cash management, maintaining a reasonable level of funds, and
gaining access to adequate and committed credit facilities.
The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted
payments:-
As at March 31, 2018 Carrying On Demand Less than 6 6 to 12 1 to 2 2 to 5 Years More than
Amount Months Months Years 5 Years
Borrowings 34,491.83 24,022.25 - - - 9,497.13 972.45
Other financial liabilities 3,466.24 1,105.90 - - - 2,360.34 -
Trade payables 254.62 254.62 - - - - -
Total 38,212.69 25,382.77 - - - 11,857.47 972.45
As at March 31, 2017 Carrying On Demand Less than 6 6 to 12 1 to 2 2 to 5 Years More than
Amount Months Months Years 5 Years
Borrowings 20,782.38 14,842.58 - 3,300.00 - - 2,639.80
Other financial liabilities 3,989.60 1,908.47 2,081.13 - - - -
Trade payables 147.55 147.55 - - - - -
Total 24,919.53 16,898.60 2,081.13 3,300.00 - - 2,639.80
As at 1 April 2016 Carrying On Demand Less than 6 6 to 12 1 to 2 2 to 5 Years More than
Amount Months Months Years 5 Years
Borrowings 13,914.31 7,068.20 - 3,300.00 414.94 - 3,131.17
Other financial liabilities 4,550.42 551.43 - 3,998.99 - - -
Trade payables 199.61 199.61 - - - - -
Total 18,664.34 7,819.24 - 7,298.99 414.94 - 3,131.17
44 First-Time Adoption of Ind AS
These financial statements for the year ended March 31, 2018 are the first Ind AS financials prepared in accordance with Ind AS
notified under Companies (Indian Accounting Standards) Rules, 2015. The adoption of Ind AS was carried out in accordance
with Ind AS 101, using April 1, 2016 as the transition date. Ind AS 101 requires that all Ind AS standards and interpretations that
are effective for the Ind AS financial statements for year ended March 31, 2018, be applied consistently and retrospectively for
all fiscal years presented. All applicable Ind AS have been applied consistently and retrospectively wherever required.
For the periods up to and including the year ended March 31, 2017 the Company prepared its financial statements in accordance
with the accounting standards notified under Section 133 of the Companies Act 2013, read together with Paragraph 7 of the
Companies (Accounts) Rules, 2014 (Indian GAAP).
Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on
March 31, 2018 together with the comparative period data as at and for the year ended March 31, 2017 as described in the
summary of significant accounting policies. In preparing these financial statements, the Company’s opening balance sheet

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 was prepared as at April 1, 2016 the Company’s date of transition to Ind AS. This note explains the principal adjustments made
by the Company in restating its Indian GAAP financial statements, including the balance sheet as at April 1, 2016 and the
financial statements as at and for the year ended March 31, 2017.
Exemptions and Exceptions opted by the Company on the date of transition:-
Ind As 101 allows first-time adopters certain exemptions and exceptions from the retrospective application of certain
requirements under Ind As. The Company has applied the following exemptions and exceptions:
44.1 Exemptions from retrospective application
1. The Company has elected to consider the carrying value of all its items of property, plant and equipment and intangible
assets recognised in the financial statements prepared under Previous GAAP and use the same as deemed cost in the
opening Ind AS Balance Sheet.
2. For financial instruments, wherein fair market values are not available (viz. interest free and below market rate security
deposits or loans) the Company has elected to adopt fair value recognition prospectively to transactions entered after the
date of transition.
3. The Company has elected to consider the carrying value of all its investments other than the investment in Dion Global
Investment Shares Trust recognised in the financial statements prepared under previous GAAP and used the same as
deemed cost in the opening Ind AS balance sheet.
4. Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance
with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. However, the
Company has used Ind AS 101 exemption and assessed all arrangements for embedded leases based on conditions in
place as at the date of transition.
44.2 Estimates
The estimates as at April 1, 2016 and as at March 31, 2017 are consistent with those made for the same dates in accordance
with Indian GAAP (after adjustments to reflect any differences in accounting policies) apart from the following items where
application of Indian GAAP did not require estimation:
► Impairment of Financial Assets based on expected credit loss model
The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at April 1, 2016
the date of transition to Ind AS and as of March 31, 2017.
44.3 Balance Sheet Reconciliation as at April 1, 2016 (date of transition to Ind AS)
Particulars Footnotes IGAAP* IND AS Ind AS
Adjustments
ASSETS        
Non-Current Assets        
Property, Plant and Equipment 108.48 - 108.48
Intangible Assets 169.29 - 169.29
Intangible Assets under Development 72.86 - 72.86
Financial Assets - - -
Loans 3 103.41 (27.35) 76.06
Investments 6&8 25,127.27 (1,819.39) 23,307.88
Other Financial Assets 378.89 - 378.89
Deferred Tax Assets (net) 9 - - -
Non-Current Tax Asset (Net) 911.78 - 911.78
Other Non- Current Assets 3&4 103.17 6.56 109.73
Total Non- Current Assets 26,975.15 (1,840.18) 25,134.97
Current Assets      
Financial Assets      
Loans 3 10,014.65 - 10,014.65
Trade Receivables 1&5 1,096.76 (45.65) 1,051.11
Cash and Cash Equivalents 9.92 - 9.92
Other Bank Balances - - -
Other Financial Assets 848.55 87.94 936.49
Other Current Assets 3&4 591.35 (368.44) 222.91
Total Current Assets 12,561.23 (326.15) 12,235.08

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 Particulars Footnotes IGAAP* IND AS Ind AS
Adjustments
Total Assets 39,536.38 (2,166.33) 37,370.05
EQUITY AND LIABILITIES      
Equity      
Equity Share Capital 2 4,222.74 (1,000.00) 3,222.74
Other Equity 1, 2, 3, 4, 5, 19,179.79 (4,185.18) 14,994.61
6, 7, 8 & 9
Total Equity 23,402.53 (5,185.18) 18,217.35
Non- Current Liabilities      
Financial Liabilities      
Borrowings 4 416.67 3,129.44 3,546.11
Other Financial Liabilities 6.03 - 6.03
Provisions 185.67 - 185.67
Total Non- Current Liabilities 608.37 3,129.44 3,737.81
Current Liabilities      
Financial Liabilities      
Borrowings 10,368.19 - 10,368.19
Trade Payables 199.61 - 199.61
Other Financial Liabilities 4,712.08 (167.69) 4,544.39
Other Current Liabilities 1&4 219.90 57.10 277.00
Provisions 25.70 - 25.70
Total Current Liabilities 15,525.48 (110.59) 15,414.89
Total Liabilities 16,133.85 3,018.85 19,152.70
Total Equity and Liabilities 39,536.38 (2,166.33) 37,370.05

* IGAAP figures have been reclassified to conform IND AS presentation requirements for the purpose of this note.

44.4 Balance Sheet Reconciliation as at March 31, 2017

Particulars Footnotes IGAAP* IND AS Ind AS
Adjustments
ASSETS      
Non-Current Assets      
Property, Plant and Equipment 48.90 - 48.90
Intangible Assets 118.29 - 118.29
Intangible Assets under Development 107.35 - 107.35
Financial Assets - - -
Loans 3 76.71 (11.14) 65.57
Investments 6&8 25,122.35 (2,312.69) 22,809.66
Other Financial Assets 74.60 - 74.60
Deferred Tax Assets (net) 9 - - -
Non-Current Tax Asset (Net) 528.90 - 528.90
Other Non- Current Assets 3&4 96.31 1.08 97.39
Total Non- Current Assets 26,173.41 (2,322.75) 23,850.66
Current Assets      
Financial Assets      
Loans 3 12,399.43 - 12,399.43
Trade Receivables 1&5 923.25 (21.26) 901.99
Cash and Cash Equivalents 6.63 - 6.63
Other Bank Balances 2,806.25 - 2,806.25

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 Particulars Footnotes IGAAP* IND AS Ind AS
Adjustments
Other Financial Assets 1,687.02 200.70 1,887.72
Other Current Assets 3&4 76.44 0.85 77.29
Total Current Assets 17,899.02 180.29 18,079.31
Total Assets 44,072.43 (2,142.46) 41,929.97
EQUITY AND LIABILITIES      
Equity      
Equity Share Capital 2 4,222.74 (1,000.00) 3,222.74
Other Equity 1, 2, 3, 4, 5, 16,993.36 (3,854.11) 13,139.25
6, 7, 8 & 9
Total Equity 21,216.10 (4,854.11) 16,361.99
Non- Current Liabilities      
Financial Liabilities      
Borrowings 4 - 2,639.80 2,639.80
Other Financial Liabilities 5.94 - 5.94
Provisions 271.77 - 271.77
Total Non- Current Liabilities 277.71 2,639.80 2,917.51
Current Liabilities      
Financial Liabilities      
Borrowings 18,142.57 - 18,142.57
Trade Payables 147.55 - 147.55
Other Financial Liabilities 3,985.41 (1.74) 3,983.67
Other Current Liabilities 1&4 278.83 73.59 352.42
Provisions 24.26 - 24.26
Total Current Liabilities 22,578.62 71.85 22,650.47
Total Liabilities 22,856.33 2,711.65 25,567.98
Total Equity and Liabilities 44,072.43 (2,142.46) 41,929.97

* IGAAP figures have been reclassified to conform IND AS presentation requirements for the purpose of this note.

44.5 Reconciliation of Statement of Profit and Loss for the Year Ended March 31, 2017
Particulars Footnotes IGAAP* IND AS Ind AS
Adjustments
Continuing Operations        
Revenue from Operations 1 2,763.12 96.26 2,859.38
Other Income 2, 3 & 8 1,770.57 506.44 2,277.01
Total Income 4,533.69 602.70 5,136.39
Expenses      
Employee Benefits Expense 7 2,441.26 (61.33) 2,379.93
Finance Costs 4 2,937.96 (211.24) 2,726.72
Depreciation and Amortization Expense 120.66 - 120.66
Other Expenses 2, 3, 5 & 8 1,189.96 482.85 1,672.81
Total Expenses 6,689.84 210.28 6,900.12
Profit/(Loss) Before Tax (2,156.15) 392.42 (1,763.73)
Exceptional Items 30.30 - 30.30
Profit/(Loss) Before Tax (2,186.45) 392.42 (1,794.03)
(1) Current Tax - - -
(2) Adjustment of tax relating to earlier periods - - -

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 Particulars Footnotes IGAAP* IND AS Ind AS
Adjustments
(3) Deferred Tax 9 - - -
Income Tax Expense - - -
Profit/(Loss) for the Year (2,186.45) 392.42 (1,794.03)
Other Comprehensive Income      
(i) Items that will not be reclassified to Profit or Loss      
Re-measurement Gains/(Losses) on Defined Benefit Plans 7 - (61.33) (61.33)
(ii) Income Tax relating to items that will not be reclassified to Profit - - -
or Loss
(iii) Items that will be reclassified to Profit or Loss - - -
(iv) Income Tax relating to items that will not be reclassified to Profit - - -
or Loss
Total Comprehensive Income for the Year, Net of Tax (2,186.45) 331.09 (1,855.36)

* IGAAP figures have been reclassified to conform IND AS presentation requirements for the purpose of this note.
Foot Notes:
1. Revenue - License, Implementation and Development Services
a License Revenue
Under Ind AS, the software licenses has been categorised based on the nature of software and its usage. Accordingly, the
software which are generally sold independently of the hosting services are recognised on transfer of the access rights.
Other type of software (like SAAS) where the hosting is critical part and license cannot be considered as independent of
such hosting services, the revenue from such license is recognised over the period of services. License having nature of over
the period services are generally provided on subscription model. Based on the Ind AS, all adjustments in license revenue
has been considered in equity.
b Implementation and Development Revenue
Under Ind AS, management has evaluated the nature of implementation services and considered the same as separate
element of contract since there are multiple vendors providing similar kind of services. Therefore under Ind AS contract
value has been allocated to implementation services wherever contract value has not been allocated to such services
and such amount is recognised as revenue based on the percentage of completion.
Above explanation apply mutatis mutandis to development revenue.
Corresponding impact of revenue has been included in unbilled revenue or unearned revenue, on case to case basis.
2. Preference Shares
The Company has issued preference shares worth of ` 20,000 Lakhs. Under IGAAP, preference shares form part of share capital.
Under Ind AS, all form of financing is required to be evaluated for classification as equity and liability.Preference share liability
contains an embedded derivative as the cash flow of the instrument vary in a way similar to a standalone derivative i.e. the
cash flows are modified according to a specified financial instrument price which are equity shares of Dion Global Solutions
Limited. Hence the entire liability along with the embedded derivative is measured at fair value through P&L. Accordingly, such
liability has been reclassified to borrowing from equity.
Any change in the carrying value and fair value of such liability has been included in equity.
3. Security Deposits paid
Under previous GAAP, no accounting treatment was done and security deposit was recognized at transaction value. Under
Ind AS, when deposits on are paid, the transaction value should be discounted and recorded at its fair value. The excess of
the principal amount of the deposit over its fair value is accounted for as prepaid lease expense. The prepaid lease expense
is amortised over the lease term on a straight-line method (SLM). Such expense represents rental cost. Interest on the deposit is
accounted for using the effective interest rate (EIR) method over the expected offset period. The corresponding impact on the
date of transition has been considered in equity.
4. Borrowings - Non-Current
Under previous GAAP, there was no specific requirement for using Effective Interest Rate (EIR) for amortised cost financial
instruments and accordingly finance cost is computed using the interest rate offered. Under IGAAP, processing fees charged
by bank has been amortised under finance cost. Under Ind AS, EIR is computed after considering directly relatable expenses
(like processing fees) and accordingly finance cost is booked using such EIR. Therefore, change in accumulated finance cost
has been considered in equity. Corresponding impact has been made under the borrowing and the unamortised portion of
processing fees (included under other assets).
5. Trade Receivables
Under previous GAAP, there was no concept of Expected Credit Loss model (ECL) and accordingly the provision for doubtful
debts was generally created on specific item basis or based on the age brackets. Under Ind AS, expected deterioration on the
credibility is included in the provision model based on which provision are created for financial assets. Based on the industry
practice, the Company has created specific provision for the doubtful receivables and for balance external receivables,
provision has been created using moving average of the respective receivables. Additional provision at the date of transition
has been considered in equity.

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6. Investment in Trust
Under previous GAAP, investment in trust has been carried at book value. Under Ind AS, the Company has opted to carry the
investment in Dion Global Investment Shares Trust at fair value as per Ind AS 109 at each reporting date. As the repayment
of preference shares will be made only via the receipts on sale of shares held by Dion Global Investment Shares Trust, there is
consistency in the measurement of the preference shares and Investment in Dion Global Investment Shares Trust. Accordingly,
any change in the carrying value and fair value has been included in equity with corresponding impact on the value of such
investment in trust.
7. Acturial Gain and Losses on Gratuity
Under previous GAAP, all the actuarial gain and losses are recognized immediately in the statement of profit and loss. Under
Ind AS, the Company shall recognize actuarial gains and losses in Other Comprehensive Income (OCI). There will be no impact
in equity on the date of transition.
8. Investment in Equity Instruments
Under previous GAAP, investments were carried at book value. Under Ind AS, equity instruments (other than subsidiary, Joint
operations and Associates) is required to be carried at fair value. The Company has opted to carry such investments at fair
value through profit and loss. Accordingly, any change in the carrying value and fair value has been included in equity with
corresponding impact on the value of such investment in equity instruments.
9. Deferred Tax Impact
a Deferred Tax Impact on Actuarial Gain and Losses
Under previous GAAP, all the actuarial gain and losses are recognized immediately in the statement of profit and loss
therefore deferred tax is calculated on it in profit and loss. Under Ind AS, the Company shall recognize the deferred tax
impact in Other Comprehensive Income (OCI). There will be no impact on equity on the date of transition.
b Deferred Tax Impact on Other Items
Except for actuarial gain and losses, deferred tax is required to be computed using balance sheet approach on all Ind AS
adjustments included in the financial statement of the Company and any change due to such adjustments is required to
be computed and passed through equity.
10. Statement of Cash Flows
The transition from India GAAP to Ind AS has not had a material impact on the statement of cash flows.

45 Employee Stock Option Scheme

The Company introduced Dion Employee Stock Option Scheme 2013 (Scheme 2013) to reward the Employees for their
association and performance as well as to motivate them to contribute to the growth and (Scheme 2013) profitability of the
Company. This scheme is adopted by board of directors pursuant to the Resolution passed on February 28, 2013 read with the
Special Resolution passed by the Members of the Company on April 12, 2013 and shall be deemed to come into force with
effect from April 12, 2013.
The Nomination & Remuneration Committee at its meeting held on August 24, 2017, had approved the grant of 925,000 Stock
Options under Scheme 2013 to the identified employees of the Company and its Subsidiaries. The options have a vesting period
of 4 years and will vest at one year internval in the following proportion.
Date of Vesting Vesting %
August 24, 2018 25%
August 24, 2019 25%
August 24, 2020 25%
August 24, 2021 25%

The status of the Stock Options granted under the ESOP Scheme is as follows:
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Options Granted 925,000 Nil Nil
Options Vested Nil Nil Nil
Options Exercised Nil Nil Nil
Options forfeited / lapsed / cancelled 325,000 Nil Nil
Options Outstanding 600,000 Nil Nil

Expense recognised for employee services received during the year is shown in the following table:
Particulars March 31, 2018 March 31, 2017
Expense arising from equity settled share based payment Nil Nil
Total expense from share based payment Nil Nil

Investment in subsidiary recognised for employee services received during the year is shown in the following table:
Particulars March 31, 2018 March 31, 2017
Total investment in subsidiary from equity settled share based payment Nil Nil

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46 Related Party Information

Nature of Relationship Name of the Party

i) Subsidiaries 1 OliveRays Innovations Limited
2 Regius Overseas Holding Co. Ltd.
3 Dion Global Investment Shares Trust
ii) Step Down Subsidiaries 1 Dion Global Solutions Pty. Limited
2 Dion Global Solutions (Australia) Pty Limited
3 Dion Global Solutions (Developments) Pty Limited*
4 Dion Global Solutions (Asia Pacific) Pty Limited
5 Dion Global Solutions (NZ) Limited
6 Dion Global Solutions (HK) Limited
7 Dion Global Solutions (UK) Limited
8 Dion Global Solutions (MY) Sdn. Bhd.
9 Dion Global Solutions (Singapore) Pte. Ltd
10 Dion Global Solutions Vietnam Company Limited
11 Dion Global Solutions Inc.
12 Indigo (London) Holdings Limited
13 Dion Global Solutions (London) Limited
14 Dion Global Solutions (Canada) Limited
15 Dion Global Solutions Gmbh
16 Dion Latam S.A.**
17 Dion Panama S.A.**
18 Chase Cooper Holdings Limited
19 Chase Cooper Ltd
20 DBS Financial Systems Limited
iii) Individuals Owning, Directly or Indirectly Interest 1 Mr. Malvinder Mohan Singh
in Voting Power that gives them Control. 2 Mr. Shivinder Mohan Singh
iv) Key Management Personnel 1 Mr. Michel Borst
2 Mr. Gopala Subramanium
3 Mr. Tarun Rastogi
v) Enterprises over which any person described in 1 Finserve Shared Services Limited
(iii) or (iv) is able to exercise Significant Influence 2 Fortis Healthcare Limited#
with whom transactions have taken place 3 Healthfore Technologies Limited
4 Oscar Investments Limited
5 Religare Capital Markets Limited#
6 Religare Commodities Limited#
7 Religare Enterprises Limited#
8 Religare Finvest Limited#
9 Religare Health Insurance Company Limited#
10 Religare Securities Limited ***
11 Religare Support Services Limited $
12 Religare Wealth Management Limited#
13 RHC Holding Private Limited
14 RHC IT Solutions Private Limited
15 Spectrum Voyages Private Limited
16 Fortis Healthcare Holdings Private Limited
* Voluntary de-registered w.e.f. January 10, 2018
** dissolved w.e.f. November 15, 2017
*** Pursuant to the Scheme approved by the Principle bench of the National Company Law Tribunal (NCLT), New Delhi on
December 8, 2017, Broking business of Religare Securities Ltd (Demerged Company) has been vested with Religare Broking
Limited with retrospective effect from April 1, 2016, the appointed date.
# Related Party up to February 15, 2018
$ Merged with Religare Enterprises Limited pursuant to NCLT Order dated December 08, 2017 which was filed with the ROC on
December 29, 2017.

91
 Following Transaction have taken place during the year:-
Nature of Transaction Subsidiaries/Step Down Subsidiaries Individuals having Control Key Management Personnel Enterprises over which Individual/ Key Total
Management Personnel able to exercise
Significant Influence
2017 - 2018 2016 - 2017 2015 - 2016 2017 - 2018 2016 - 2017 2015 - 2016 2017 - 2018 2016 - 2017 2015 - 2016 2017 - 2018 2016 - 2017 2015 - 2016 2017 - 2018 2016 - 2017 2015 - 2016
Inter Corporate Deposits Received (Loan                              
Liability)
Oscar Investments Limited - - - - - - - - - 45.73 - - 45.73 - -
Fortis Healthcare Holding Private Limited - - - - - - - - - 6,752.28 - - 6,752.28 - -

www.dionglobal.com
RHC Holding Private Limited - - - - - - - - - 4,508.63 9,239.00 - 4,508.63 9,239.00 -
Total - - - - - - - - - 11,306.64 9,239.00 - 11,306.64 9,239.00 -
Inter Corporate Deposits Repaid (Loan                              
Liability)
RHC Holding Private Limited - - - - - - - - - 16,506.12 1,430.00 - 16,506.12 1,430.00 -
Total - - - - - - - - - 16,506.12 1,430.00 - 16,506.12 1,430.00 -
Inter Corporate Deposits Given (Loan                              
Asset)
RHC IT Solutions Private Limited - - - - - - - - - 97.65 580.76 - 97.65 580.76 -
Regius Overseas Holding Co. Ltd. 14,082.96 599.19 - - - - - - - - - - 14,082.96 599.19 -
Oliverays Innovations Limited 3.09 - - - - - - - - - - - 3.09 - -
Total 14,086.05 599.19 - - - - - - - 97.65 580.76 - 14,183.70 1,179.95 -
Inter Corporate Deposits repayment                              
received (Loan Asset)
RHC IT Solutions Private Limited - - - - - - - - - 20.43 - - 20.43 - -
Oliverays Innovations Limited 2.70 - - - - - - - - - - - 2.70 - -
Total 2.70 - - - - - - - - 20.43 - - 23.13 - -
Interest Paid                              
Oscar Investments Limited - - - - - - - - - 75.96 73.89 - 75.96 73.89 -
Fortis Healthcare Holding Private Limited - - - - - - - - - 106.19 - - 106.19 - -
RHC Holding Private Limited - - - - - - - - - 788.90 1,700.61 - 788.90 1,700.61 -
Total - - - - - - - - - 971.05 1,774.50 - 971.05 1,774.50 -
Sales & Services to Other Companies                              
Religare Enterprises Limited (Successor in - - - - - - - - - 11.65 11.50 - 11.65 11.50 -
interest of Religare Securities Limited)
Religare Finvest Limited - - - - - - - - - 66.66 63.96 - 66.66 63.96 -
Religare Enterprises Limited - - - - - - - - - 13.24 1.15 - 13.24 1.15 -
Religare Enterprises Limited (Successor - - - - - - - - - 39.39 49.11 - 39.39 49.11 -
in interest of Religare Support Services
Limited)
Religare Wealth Management Limited - - - - - - - - - - 2.87 - - 2.87 -
RHC Holding Private Limited - - - - - - - - - - 1.72 - - 1.72 -
RHC IT Solutions Private Limited - - - - - - - - - 36.20 - - 36.20 - -
Dion Global Solutions (Australia) Pty 57.36 - - - - - - - - - - - 57.36 - -
Limited
Dion Global Solutions (HK) Limited 21.47 - - - - - - - - - - - 21.47 - -
Dion Global Solutions (MY) Sdn. Bhd. 6.63 - - - - - - - - - - - 6.63 - -
Dion Global Solutionss (London) Limited 153.18 - - - - - - - - - - - 153.18 - -
Dion Global Solutions (Singapore) Pte 41.66 - - - - - - - - - - - 41.66 - -
Limited

92
 Nature of Transaction Subsidiaries/Step Down Subsidiaries Individuals having Control Key Management Personnel Enterprises over which Individual/ Key Total
Management Personnel able to exercise
Significant Influence
2017 - 2018 2016 - 2017 2015 - 2016 2017 - 2018 2016 - 2017 2015 - 2016 2017 - 2018 2016 - 2017 2015 - 2016 2017 - 2018 2016 - 2017 2015 - 2016 2017 - 2018 2016 - 2017 2015 - 2016
Dion Global Solutions GMBH 66.05 66.68 - - - - - - - - - - 66.05 66.68 -
Dion Global Solutios (Canada) Limited 253.52 276.50 - - - - - - - - - - 253.52 276.50 -
Dion Global Solutions (Asia pacific) Pty 96.55 92.41 - - - - - - - - - - 96.55 92.41 -
Limited
Dion Global Solutions (UK) Limited 544.87 849.73 - - - - - - - - - - 544.87 849.73 -
Total 1,241.29 1,285.32 - - - - - - - 167.14 130.31 - 1,408.93 1,415.63 -
 Interest Income                              
RHC IT Solutions Private Limited - - - - - - - - - - 873.50 - - 873.50 -
Regius Overseas Holding Co. Ltd. - 438.04 - - - - - - - - - - - 438.04 -
Oliverays Innovations Limited 0.01 - - - - - - - - - - - 0.01 - -
Total 0.01 438.04 - - - - - - - - 873.50 - 0.01 1,311.54 -
Sales & Services by Other Companies                              
RHC Holding Private Limited - - - - - - - - - 29.50 26.88 - 29.50 26.88 -
Religare Health Insurance Co. Ltd. - - - - - - - - - 41.85 0.92 - 41.85 0.92 -
Total - - - - - - - - - 71.35 27.80 - 71.35 27.80 -
Remuneration to Key Managerial                              
Personnel
Ajay Milhotra - - - - - - - 9.97 - - - - - 9.97 -
Tarun Rastogi - - - - - - 25.71 28.90 - - - - 25.71 28.90 -
Gopala Subramanium - - - - - - 64.00 41.16 - - - - 64.00 41.16 -
Total - - - - - - 89.71 80.03 - - - - 89.71 80.03 -
Current Account Transactions                              
Dion Global Solutions (Australia) Pty 3.97 8.17 - - - - - - - - - - 3.97 8.17 -
Limited
Dion Global Solutions (Asia Pacific) Pty 0.12 4.12 - - - - - - - - - - 0.12 4.12 -
Limited
Dion Global Solutions (UK) Limited 9.26 16.57 - - - - - - - - - - 9.26 16.57 -
Regius Overseas Holding Co. Ltd. 362.47 585.24 - - - - - - - - - - 362.47 585.24 -
Dion Global Solutions (HK) Limited 6.15 19.52 - - - - - - - - - - 6.15 19.52 -
Dion Global Solutions (Singapore) Pte 76.25 124.88 - - - - - - - - - - 76.25 124.88 -
Limited
Dion Global Solutions (Canada) Limited 14.24 29.00 - - - - - - - - - - 14.24 29.00 -
Dion Global Solutions (London) Limited 36.78 129.88 - - - - - - - - - - 36.78 129.88 -
Dion Global Solutions GmbH 29.58 12.37 - - - - - - - - - - 29.58 12.37 -
Dion Global Solutions (NZ) Limited 1.21 - - - - - - - - - - - 1.21 - -
Dion Global Solutions (MY) Sdn. Bhd. - 2.41 - - - - - - - - - - - 2.41 -
OliveRays Innovations Limited 0.31 4.71 - - - - - - - - - - 0.31 4.71 -
Indigo (London) Holdings Limited - 0.01 - - - - - - - - - - - 0.01 -
Religare Enterprises Limited (Successor - - - - - - - - - 11.26 13.17 - 11.26 13.17 -
in interest of Religare Support Services
Limited)
Healthfore Technologies Limited - - - - - - - - - - 5.75 - - 5.75 -
RHC Holding Private Limited - - - - - - - - - - 0.40 - - 0.40 -
RHC IT Solutions Private Limited - - - - - - - - - 50.06 146.97 - 50.06 146.97 -

93
 Nature of Transaction Subsidiaries/Step Down Subsidiaries Individuals having Control Key Management Personnel Enterprises over which Individual/ Key Total
Management Personnel able to exercise
Significant Influence
2017 - 2018 2016 - 2017 2015 - 2016 2017 - 2018 2016 - 2017 2015 - 2016 2017 - 2018 2016 - 2017 2015 - 2016 2017 - 2018 2016 - 2017 2015 - 2016 2017 - 2018 2016 - 2017 2015 - 2016
Religare Enterprises Limited (Successor in - - - - - - - - - - 0.00 - - 0.00 -
interest of Religare Securities Limited)
Total 540.34 936.88 - - - - - - - 61.32 166.29 - 601.66 1,103.17 -
Balance Receivable/Payable as on                              
March 31, 2018

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Receivable                              
Other Receivable                              
Religare Enterprises Limited - - - - - - - - - 84.25 71.01 71.01 84.25 71.01 71.01
Religare Enterprises Limited (Successor - - - - - - - - - 0.07 - - 0.07 - -
in interest of Religare Support Services
Limited)
Religare Wealth Management Limited - - - - - - - - - 0.26 0.26 0.26 0.26 0.26 0.26
Religare Commodities Limited - - - - - - - - - 0.24 0.24 0.24 0.24 0.24 0.24
Religare Finvest Limited - - - - - - - - - 1.03 0.78 4.18 1.03 0.78 4.18
Religare Capital Markets Limited - - - - - - - - - 0.61 0.61 0.61 0.61 0.61 0.61
RHC IT Solutions Private Limited - - - - - - - - - 643.06 556.80 409.83 643.06 556.80 409.83
Finserve Shared Services Limited - - - - - - - - - 0.55 0.55 0.54 0.55 0.55 0.54
Religare Enterprises Limited (Successor in - - - - - - - - - 9.45 9.16 12.62 9.45 9.16 12.62
interest of Religare Securities Limited)
Religare Health Insurance Co. Ltd. - - - - - - - - - 0.01 0.06 0.09 0.01 0.06 0.09
RHC Holding Private Limited - - - - - - - - - - 0.09 - - 0.09 -
Religare Invesco Asset Management - - - - - - - - - - - 0.21 - - 0.21
Company Pvt. Limited
Religare Capital Markets Corporate - - - - - - - - - - - 0.40 - - 0.40
Finance Pte Limited
Cerestra Advisors Limited - - - - - - - - - - - 0.27 - - 0.27
Religare Credit Advisors LLP - - - - - - - - - - - 0.09 - - 0.09
Regius Overseas Holding Co. Ltd. 888.85 830.34 294.51 - - - - - - - - - 888.85 830.34 294.51
Dion Global Solutions (UK) Limited 364.58 235.45 563.77 - - - - - - - - - 364.58 235.45 563.77
Dion Global Solutions (HK) Limited 6.52 4.50 1.75 - - - - - - - - - 6.52 4.50 1.75
Dion Global Solutions GmbH 162.95 61.41 29.99 - - - - - - - - - 162.95 61.41 29.99
Dion Global Solutions (Canada) Limited 158.68 174.09 89.49 - - - - - - - - - 158.68 174.09 89.49
Dion Global Solutions (Singapore) Pte. 8.19 106.61 25.66 - - - - - - - - - 8.19 106.61 25.66
Limited
Dion Global Solutions (London) Limited 138.83 71.77 15.76 - - - - - - - - - 138.83 71.77 15.76
Dion Global Solutions (Asia pacific) Pty 76.46 24.37 41.34 - - - - - - - - - 76.46 24.37 41.34
Limited
Dion Global Solutions (MY) Sdn. Bhd. 5.07 2.41 - - - - - - - - - - 5.07 2.41 -
Indigo (London) Holdings Limited 0.01 0.01 - - - - - - - - - - 0.01 0.01 -
OliveRays Innovations Limited - - 1.05 - - - - - - - - - - - 1.05
Dion Global Solutions Inc. - - 1.87 - - - - - - - - - - - 1.87
Dion Global Solutions (Australia) Pty 9.47 - 5.32 - - - - - - - - - 9.47 - 5.32
Limited
Total 1,819.61 1,510.96 1,070.51 - - - - - - 739.53 639.56 500.35 2,559.14 2,150.52 1,570.86
Interest Receivables                              
RHC IT Solutions Private Limited - - - - - - - - - 2,310.26 2,310.26 1,521.35 2,310.26 2,310.26 1,521.35

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 Nature of Transaction Subsidiaries/Step Down Subsidiaries Individuals having Control Key Management Personnel Enterprises over which Individual/ Key Total
Management Personnel able to exercise
Significant Influence
2017 - 2018 2016 - 2017 2015 - 2016 2017 - 2018 2016 - 2017 2015 - 2016 2017 - 2018 2016 - 2017 2015 - 2016 2017 - 2018 2016 - 2017 2015 - 2016 2017 - 2018 2016 - 2017 2015 - 2016
Regius Overseas Holding Co. Ltd. 999.84 998.33 582.41 - - - - - - - - - 999.84 998.33 582.41
Oliverays Innovations Limited 0.01 - - - - - - - - - - - 0.01 - -
Total 999.85 998.33 582.41 - - - - - - 2,310.26 2,310.26 1,521.35 3,310.11 3,308.59 2,103.76
Inter Corporate Deposits Receivable                              
RHC IT Solutions Private Limited - - - - - - - - - 6,189.83 6,112.61 5,531.85 6,189.83 6,112.61 5,531.85
Regius Overseas Holding Co. Ltd. 17,061.20 2,978.23 2,379.04 - - - - - - - - - 17,061.20 2,978.23 2,379.04
Oliverays Innovations Limited 0.39 - - - - - - - - - - - 0.39 - -
Total 17,061.59 2,978.23 2,379.04 - - - - - - 6,189.83 6,112.61 5,531.85 23,251.42 9,090.84 7,910.89
Payable                              
Inter Corporate Deposits Payable                              
Oscar Investments Limited - - - - - - - - - 555.33 509.60 509.60 555.33 509.60 509.60
Fortis Healthcare Holding Private Limited - - - - - - - - - 6,752.28 - - 6,752.28 - -
RHC Holding Private Limited - - - - - - - - - 2,189.51 14,187.00 6,378.00 2,189.51 14,187.00 6,378.00
Total - - - - - - - - - 9,497.12 14,696.60 6,887.60 9,497.12 14,696.60 6,887.60
Interest Payable                              
Oscar Investments Limited - - - - - - - - - 24.77 66.50 14.39 24.77 66.50 14.39
Fortis Healthcare Holding Private Limited - - - - - - - - - 95.57 - - 95.57 - -
RHC Holding Private Limited - - - - - - - - - 2,239.99 1,529.98 149.19 2,239.99 1,529.98 149.19
Total - - - - - - - - - 2,360.33 1,596.48 163.58 2,360.33 1,596.48 163.58
Other Payable                              
Dion Global Solutions (Australia) Pty - 2.20 - - - - - - - - - - - 2.20 -
Limited
Dion Global Solutions (NZ) Limited 1.42 - - - - - - - - - - - 1.42 - -
OliveRays Innovations Limited 3.81 4.12 - - - - - - - - - - 3.81 4.12 -
Religare Enterprises Limited (Successor - - - - - - - - - - 13.17 4.61 - 13.17 4.61
in interest of Religare Support Services
Limited)
Fortis Healthcare Limited - - - - - - - - - - 0.93 0.93 - 0.93 0.93
RHC Holding Private Limited - - - - - - - - - 26.91 - 0.69 26.91 - 0.69
Healthfore Technologies Limited - - - - - - - - - 8.51 8.51 18.17 8.51 8.51 18.17
Spectrum Voyages Private Limited - - - - - - - - - - 4.75 4.75 - 4.75 4.75
Total 5.23 6.32 - - - - - - - 35.42 27.36 29.15 40.65 33.68 29.15

Terms and Conditions of Transactions with Related Parties-

The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and settlement occurs in
cash. The Company has provided guarantees for related party receivables or payables [Refer Note 39 (b)].
Note: (1) IND AS 109 requires the Company to adopt a expected credit loss (ECL) model to provide for expected credit losses within the next twelve months on a scientific basis. According to the
standard, the Company needs to access the significance of credit risk and its movement since its initial recognition for all receivables. ECL on individual large exposures and credit impaired loans
are generally measured individually. For the year ended March 31, 2018 (March 31, 2017: Nil, April 1, 2016: Nil), the Company had to provide for all the loans given to Regius Overseas Holding Co.Ltd.
(ROHCL) and RHC IT Solutions Pvt Ltd (RHC IT) due to lack of virtual certainty of repayment considering their consistent historical losses. This assessment is undertaken at each financial year by examining
the financial position of the related party and the market in which the related party operates. Details of ECL provided in FY18 is given below-

95
 Particulars Amount
Inter Company Deposit given to Regius Overseas Holding Co. Ltd. 17,061.20
Interest accrued on above loan till March 31, 2017 999.84
Inter Company Deposit given to RHC IT Solutions Private Limited 6,189.83
Interest accrued on above loan till March 31, 2017 2,310.26
Total 26,561.13

47 Segment Information
The Company’s operating segments are established on the basis of those components of the group that are evaluated regularly
by the Board of Directors (the ‘Chief Operating Decision Maker’ as defined in Ind AS 108 - ‘Operating Segments’), in deciding
how to allocate resources and in assessing performance. These have been identified taking into account nature of products
and services, the differing risks and returns and the internal business reporting systems.
The Company has the following business segments:
- Asia
- Australia, New Zealand and North America
- Europe
- Others
- Segment Assets in the geographical segments considered for disclosure represent only trade receivables and other
receivables. Since all the business activities of the Company are conducted from locations within India, all the remaining assets
are attributed to the Indian operations;
- Besides the normal accounting policies followed as described under Note 2, Segment Revenues, Results, Assets and Liabilities
include the respective amounts directly identified to each of the segments and amounts allocated on a reasonable basis.
A Primary Segment Reporting (by Business Segment):
Year ended March 31, 2018
Particulars Asia Australia, New Europe Others/ Total
Zealand and Unallocated Segments
North America
Revenue          
External Customers 1,112.86 12.88 8.14 - 1,133.88
Inter-Segment 100.43 407.57 764.29 - 1,272.29
Total Revenue 1,213.29 420.45 772.43 - 2,406.17
Income/(Expenses)  
Segment Results
Unallocated Expenses - - - (46,562.98) (46,562.98)
Finance Costs - - - (3,398.89) (3,398.89)
Finance Income - - - 157.44 157.44
Depreciation (128.14) - - - (128.14)
Other Income 1,816.39 - - 177.27 1,993.66
Segment Profit/(Loss) (1,651.93) 63.28 116.25 (49,627.15) (51,099.55)
Total Assets 1,295.03 239.59 680.72 2,115.46 4,330.79
Total Liabilities 11,693.39 45.12 14.35 27,291.35 39,044.21

Year ended March 31, 2017

Particulars Asia Australia, New Europe Others/ Total
Zealand and Unallocated Segments
North America
Revenue          
External Customers 1,547.59 15.66 10.72 - 1,573.97
Inter-Segment - 369.00 916.41 - 1,285.41
Total Revenue 1,547.59 384.66 927.13 - 2,859.38
Income/(Expenses)  
Segment Results
Unallocated Expenses - - - - -

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 Particulars Asia Australia, New Europe Others/ Total
Zealand and Unallocated Segments
North America
Finance Costs - - - (2,726.72) (2,726.72)
Finance Income - - - 1,499.48 1,499.48
Depreciation (120.65) - - - (120.65)
Exceptional Items (30.30) - - - (30.30)
Other Income 600.74 - - 176.78 777.52
Segment Profit/(Loss) (941.00) 57.89 139.53 (1,050.45) (1,794.03)
Total Assets 2,517.23 198.46 368.63 38,845.65 41,929.97
Total Liabilities 4,245.73 2.20 - 21,320.05 25,567.98

As at April 1, 2016
Particulars Asia Australia, New Europe Others/ Total
Zealand and Unallocated Segments
North America
Total Assets 2,682.41 232.31 585.04 33,870.29 37,370.05
Total Liabilities 4,171.82 - 2.77 14,978.11 19,152.70

B Revenue from External Customers

Locationwise Operating Revenue from External Customers (A) For the Year Ended For the Year Ended
March 31, 2018  March 31, 2017 
India 1,112.86 1,547.59
Others 21.02 26.38
Total Operting Revenue from External Customers 1,133.88 1,573.97

C Major Customers
Revenue from one customer amounted to ` 66.26 Lakhs (March 31, 2017: ` 106.02 Lakhs) and ` 95.56 Lakhs (March 31, 2017: `
88.56 Lakhs), arising from sales of licenses and development services respectively.

D Non-Current Operating Assets

Non-Current Operating Assets As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
India 158.14 274.54 350.63
Outside India - - -
Total 158.14 274.54 350.63
Non-Current Assets for this purpose consist of Property, Plant and Equipment and Intangible Assets.

48 Other Notes
a. The Company shares certain costs/ service charges with other companies in the group. These costs have been allocated
between the companies on the basis mutually agreed upon (reviewed annually), which has been relied upon by the
auditors.
b. Land has been written off during the year ended March 31, 2017.
c. Disclosure pursuant to Reg.34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
Particulars / Name Amount Outstanding As on Maximum amount Outstanding
during the Year Ending
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
Loans and advances in the nature of loan to        
Subsidiary-
Regius Overseas Holding Co. Ltd. 17,061.20 2,978.23 17,061.20 3,064.98
Oliverays Innovations Limited 0.39 - 3.09 -

d. The Company’s wholly owned subsidiary Regius Overseas Holding Co. Ltd. had taken loan of USD 150 Lakhs from Axis
Bank Ltd, Hong Kong against which the Company had provided stand by letter of credit (SBLC) from Axis Bank, India.
Subsequent to Balance Sheet date on April 26, 2018 Axis Bank Ltd, India has invoked this SBLC facility due to non-payment
of interest of USD 1.93 Lakhs for the period November 25, 2017- April 25, 2018 and has raised demand of USD 151.93 Lakhs
which is to be paid on immediate basis.

97
 e. Axis Bank Limited (ABL) vide its letter dated August 29, 2017 had recalled all the credit facilities given to the Company and
issued a notice for the invocation of pledge. ABL adjusted a part of the facility against realization of invoked securities. As
at the reporting date, an amount along with additional interest and penalty amount of ` 7,137.79 Lakhs is due and payable
to ABL.
ABL has filed an original application (OA) with the Hon’ble Debts Recovery Tribunal - II, New Delhi against Mr. Malvinder
Mohan Singh, Mr. Shivinder Mohan Singh, RHC Holding Private Limited (RHC Holding) and the Company for a recovery of
` 17,156.44 Lakhs in relation to the credit facilities sanctioned to the Company by the ABL which is, inter-alia, secured by
unconditional and irrevocable, joint and several, personal guarantees from Mr. Malvinder Mohan Singh and Mr. Shivinder
Mohan Singh, Corporate Guarantee of RHC Holding and certain other securities provided by the promoter group entities
to the ABL. The facilities have already been properly accounted for and included in the financial statements, so there will
be no other foreseen / expected financial implications on the Company.
Further, subsequent to the reporting date, Axis Bank, Hong Kong invoked the Stand by Letter of Credit facility and the ABL
paid the requisite amount on April 26, 2018 at the request of the Company on behalf of Regius Overseas Holding Co. Ltd.
The Aforesaid amount along with additional interest and penalty amount is still due and payable to ABL.
f. The High Court of Delhi vide its order dated February 26, 2018 and March 23, 2018 respectively in the matter relating to M/s
Daiichi Sankyo Company Limited v/s Malvinder Mohan Singh & others, has prohibited and restrained the Respondents /
Judgement Debtors from making any transfer of Equity Shares / NCRP / Optionally Convertible Debentures in the Company
or from receiving payment of any dividends thereon, until further orders. Further, the Hon’ble High Court of Delhi vide its
order dated February 26, 2018, has issued a garnishee order in respects of the debts due by the Company to RHC Holding
Private Limited and Oscar Investment Limited.
Subsequent to the reporting date, the High Court vide its order dated May 8, 2018 has directed the Chartered Accountant
/ Court Commissioner to sell the shares of the respondents. The Company has received disclosures from Mr. Malvinder
Mohan Singh, Mr. Shivinder Mohan Singh, Oscar Investments Limited, Malav Holdings Private Limited, RHC Holding Private
Limited and Aditi Shivinder Singh (‘Sellers’) for the sale of 7,513,550 (Seventy Five Lakhs Thirteen Thousand Five Hundred and
Fifty) Equity Shares, representing 23.31% of the subscribed and paid-up equity share capital of the Company, on July 23,
2018 and July 24, 2018.
g. Subsequent to the reporting date, an application for opening preliminary insolvency proceeding under self-administration
has been filed by Dion Global Solutions GmbH (hereinafter referred to as “Dion Germany”), a wholly owned subsidiary
of the Company in Frankfurt, Germany. On June 20, 2018, the local court of Frankfurt am Main, Germany (“Court”) has
approved preliminary self-administration as applied for by Dion Germany. In terms of the said Court order, Dion Germany
is entitled to use the window of self- administration to continue business operations including restructuring financials, assets
and estate under the supervision of a preliminary custodian.
h. For the year ended March 31, 2018, the Company reported a net loss of ` 51,099.55 Lakhs and working capital deficiency
whereby current liabilities exceed current assets by ` 23,425.30 Lakhs and a net asset deficiency of ` 34,713.42 Lakhs .
The material uncertainty due to reported negative net worth, is primarily due to the impairment and provision accounted
for on a prudent & conservative basis while the Company’s product margins are positive.
The rationale for management to continue to believe that the annual accounts are prepared on a going concern basis
is a healthy profitable core business, a continuing product demand through contract renewals, a diverse global customer
base which remains largely intact, existing contracts contributing license, maintenance and support & professional services
revenues coupled with existing pipeline across existing and new customers.
In addition to the above, the Company is in the process of evaluating financial restructuring options, including debt
structuring and capital infusion and select divestments of assets, each of which will enable the Company to sustain its
business operations.
i. The financial statements were authorised by the Directors on August 14, 2018.

49 Previous Year Figures

Figures of the Previous Year have been regrouped, rearranged and reclassified to confirm to the current year classification.

As per our report of even date For and on behalf of the Board of Directors
For S.S. Kothari Mehta & Co.
Chartered Accountants
ICAI Registration No.000756N
Sd/- Sd/- Sd/-
Neeraj Bansal Maninder Singh Grewal Michel Borst
Partner Chairman Chief Executive Officer
Membership No. 095960 DIN : 00648031
Sd/- Sd/-
Place : New Delhi Gopala Subramanium Tarun Rastogi
Date : August 14, 2018 Chief Financial Officer VP-Legal & Company Secretary
ICSI Membership No.: A18392

www.dionglobal.com 98
 INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF DION GLOBAL SOLUTIONS LIMITED
Report on the Consolidated Financial Statements
We have audited the accompanying Consolidated Ind AS Financial Statements of Dion Global Solutions Limited (hereinafter
referred to as “the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the
Group”), which comprises the consolidated Balance Sheet as at 31st March, 2018, the consolidated statement of profit and loss
(including other comprehensive income), the consolidated statement of cash flows and the consolidated statement of changes
in equity for the year then ended and a summary of the significant accounting policies and other explanatory information (herein
after referred to as “Consolidated Ind AS Financial Statements”)
Management’s Responsibility for the Consolidated Financial Statements
The Holding Company’s Board of Directors is responsible for the preparation of these Consolidated Ind AS Financial Statements in
terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the
consolidated financial position, consolidated financial performance and consolidated cash flows and consolidated statement of
changes in equity of the Group in accordance with the accounting principles generally accepted in India, including the Indian
Accounting Standards specified under Section 133 of the Act read with relevant rules issued thereunder.
The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting
frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and the 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 Consolidated Ind AS Financial Statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Ind AS Financial Statements
by the Board of Directors of the Holding Company, as aforesaid.
Auditor’s Responsibility
Our responsibility is to express an opinion on these Consolidated Ind AS Financial Statements based on our audit. While conducting
the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are
required to be included in the audit report under the provisions of the Act and the rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
the Consolidated Ind AS Financial Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Consolidated
Ind AS Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of
material misstatement of the Consolidated Financial Statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal financial control relevant to the Holding Company’s preparation of the Consolidated Ind AS Financial
Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances.
An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting
estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the Consolidated
Ind AS Financial Statements.
We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports
referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our qualified audit opinion on
the consolidated financial statements.
Basis of Qualified Opinion
1. The qualification reported in our Report on Standalone Ind AS Financial Statements of the Holding Company being reproduced
hereunder:“As per the accompanying note no. 48(h) of the Standalone Ind AS financial statements wherein it has been
explained by the management that the financial statements have been prepared on going concern basis.
The Company has substantial negative net worth and accumulated losses of past years; The Company has made a default in
the repayment of Principal and Interest against all the facilities sanctioned by Banks; There is no committed agreement for the
infusion of funds by any investors; Due to payment defaults made by the Regius Overseas Holding Co. Ltd. (“ROHCL”) wholly
owned subsidiary of the Company, lending banks of ROHCL have invoked the SBLCs issued by Axis Bank and Yes Bank. Being
the guarantor, now the loan amount is payable by the company to the banks. As explained to us in respect of SBLC invocations,
due to the aforesaid defaults and lack of clarity, the company is seeking clarification from RBI, whether to file the form ODI
under automatic or approval route.; Axis Bank Limited (ABL) vide its letter dated August 29, 2017 had recalled all the credit
facilities given to the Company and ABL had also adjusted a part of the facility against realization of invoked shares of Religare
Enterprises Limited and Fortis Healthcare Limited, which are kept by the promoter or promoter group as securities.; Yes Bank
Limited have informed the company that all the facilities provided by the Yes Bank have been reclassified as non-performing
assets (NPA), etc. ;
Considering the non-ascertainable consequential impact of these factors, events or conditions on financial statements indicate
that a material uncertainty exists and may cast the significant doubt on the company’s ability to continue as a going concern
and therefore, the company is unable to realise its assets and discharge its liabilities in the normal course of business at the
amounts stated in the financial statement.”

99
Opinion
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 of Qualified Opinion paragraph, the aforesaid Consolidated Ind AS Financial Statements give the
information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India including the Ind AS, of the financial position of the Group as at 31st March, 2018 and its financial
performance including total comprehensive losses, its cash flows and the changes in equity for the year ended on that date.
Emphasis of Matter:

1. The Emphasis of Matter reported in our report on Standalone Ind AS Financial statements of the Holding Company is being
reproduced hereunder:

We draw your attention to the accompanying note no. 7.1 and 11.1 of the Standalone Ind AS financial statement regarding
the exceptional item for creating the 100% provision for the impairment of Investment in ROHCL, a wholly owned subsidiary,
amounting to Rs. 20,001.85 Lakhs and making a 100% expected credit risk allowance /written off for the loans granted to wholly
owned subsidiary and to related party amounting to Rs. 26,561.13 Lakhs.

We draw your attention to the accompanying note no. 48(f) of the Standalone Ind AS financial statement regarding the various
directives, such as sale of 7,513,550 (Seventy Five Lacs Thirteen Thousand Five Hundred and Fifty) Equity Shares, representing
23.31% of the subscribed and paid-up equity share capital of the Company, on July 23, 2018 and July 24, 2018, received from
the Honorable High Court of Delhi in the matter relating to M/s Daiichi Sankyo Company Limited v/s Malvinder Mohan Singh &
others.

We draw your attention to the accompanying note no. 48(g) of the Standalone Ind AS financial statement, in respect to the
preliminary insolvency proceeding under self-administration by the Dion Global Solutions, Gmbh (wholly owned step-down
subsidiary of the Company)

Our opinion is not qualified in respect of these matters.”

2. The auditors of the following subsidiary companies have emphasised on the material uncertainty related to going concern:
2.1 The material uncertainty related to going concern of a subsidiary, Dion Global Solutions Pty. Limited reported in the
Auditor’s Report on Consolidated Financial statements of the subsidiary is being reproduced hereunder:
“We draw attention to Note 1 in the financial report, which indicates that the Group incurred a net loss of AUD8,951,836
during the year ended 31 March 2018 and, as of that date, the Group’s current liabilities exceeded its total assets by
AUD24,548,188. These events or conditions, indicate that a material uncertainty exists that may cast significant doubt
on the Group’s ability to continue as a going concern and therefore, the Group may be unable to realise its assets and
discharge its liabilities in the normal course of business and at the amounts stated in the financial report. Our opinion is not
modified in respect of this matter.”
2.2 The material uncertainty related to going concern of a subsidiary, Dion Global Solutions Vietnam Company Limited,
reported in the Auditor’s Report on the financial statements of the subsidiary is being reproduced hereunder:
“Without qualifying our conclusion, we draw attention to Note 2.4 to the financial statements, which indicates that the
Company has incurred accumulated losses up until 31 March 2018 exceeding the equity by VND 51,932,428,452 and as of
that date, the Company’s current liabilities exceeded its current assets by VND 51,942,428,452. These conditions indicate
the existence of a material uncertainty which may cast substantial doubt about the Company’s ability to continue as a
going concern.”
2.3 The material uncertainty related to going concern of a subsidiary, Dion Global Solutions (HK) Limited reported in the
Auditor’s Report on the financial statements of the subsidiary is being reproduced hereunder:
“We draw attention to Note 2 in the financial report, which indicates that the company incurred a net loss of USD1,899,286
during the year ended 31 March 2018 and, as of that date, the company’s current liabilities exceeded its total assets by
USD10,628,150. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the
Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.”
2.4 The material uncertainty related to going concern of a subsidiary, Dion Global Solutions (MY) SDN. BHD. reported in the
Auditor’s Report on the financial statements of the subsidiary is being reproduced hereunder:
“We draw attention to Note 2(a) in the financial statements which discloses the premise upon which the company has
prepared its financial statements by applying the going concern assumption, notwithstanding that the company incurred
a net loss of RM558,758 during the year ended 31 March 2018 and, as of that date, the company’s current liabilities
exceeded its total assets by RM2,047,559, thereby indicating the material uncertainty which may cast significant doubt
about the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.”

3. The auditors of the following subsidiaries company have emphasized on other matters:

3.1 The Emphasis of Matter reported in the Auditor’s Report on Financial statements of the subsidiary, Dion Global Solutions (UK)
Limited is being reproduced hereunder:

“We draw attention to Note 10 to the financial statements which describes the procedure and the outcome of the
determination of the carrying value of the investments in subsidiary companies. Our opinion is not qualified in respect of this
matter.”

www.dionglobal.com 100
 3.2 The Emphasis of Matter reported in the Auditor’s Report on Financial statements of the subsidiary, Indigo (London) Holdings
Limited is being reproduced hereunder:

“We draw attention to Note 7 to the financial statements which describes the procedure and the outcome of the
determination of the carrying value of the investments in subsidiary companies. Our opinion is not qualified in respect of this
matter.”

3.3 The Emphasis of Matter reported in the Auditor’s Report on consolidated financial statements of the subsidiary, Dion Global
Solutions Pty. Ltd. is being reproduced hereunder:

“We draw attention to Note 1 to the financial report, which describes the basis of accounting. The financial report has been
prepared for the purpose of fulfilling the directors’ financial reporting responsibilities under the Corporations Act 2001. As a
result, the financial report may not be suitable for another purpose. Our opinion is not modified in respect of this matter.”

Other Matters

We did not audit the financial statements of twenty two subsidiaries (including two subsidiaries, which were dissolved on November
15, 2017 and one subsidiary which was dissolved on January 10, 2018) and one trust of the Company included in the Consolidated
Ind AS Financial Statements, whose financial statements reflect total assets of ` 1,04,343.38 Lakhs as at 31st March, 2018 as well as the
total revenue of ` 21,657.15 Lakhs and total expenditure of ` 29,681.02 Lakhs for the year ended on 31st March, 2018, as considered
in the Consolidated Ind AS Financial Statements.

• The financial statements of seventeen subsidiaries of the Company included in these Consolidated Ind AS Financial Statements
have been audited by other auditors, whose financial statements reflect total assets of ` 98,462.34 Lakhs as at 31st March, 2018
as well as the total revenue of ` 13,779.11 Lakhs and total expenditure of ` 20,146.00 Lakhs for the year ended on 31st March,
2018 have been furnished to us, and our opinion on the Consolidated Ind AS Financial Statements, to the extent they have been
derived from such financial statements is based solely on the report of such other auditor.

• The financial statements of five subsidiaries (including two subsidiaries, which were dissolved on November 15, 2017 and
one subsidiary which was dissolved on January 10, 2018) and one trust of the Company included in these Consolidated Ind
AS Financial Statements, which reflect total assets of ` 5,881.04 Lakhs as at 31st March, 2018 as well as the total revenue of
` 7,878.04 Lakhs and total expenditure of ` 9,535.02 Lakhs for the year ended on 31st March, 2018 have been furnished to us
by the Management and our opinion on the Consolidated Ind AS Financial Statements, in so far as it relates to the amounts
and disclosures included in respect of these subsidiaries is based solely on such unaudited financial statements / financial
information.

Our opinion on the Consolidated Ind AS Financial Statements, and our report on Other Legal and Regulatory Requirements below,
is modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and
the financial statements certified by the Management.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, we report, to the extent applicable, that:

(a) We have sought and except for the matters referred in the Basis of qualified opinion paragraph obtained all the information
and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid
Consolidated Ind AS Financial Statements.

(b) except for the possible effects of the matters in the Basis of qualified opinion paragraph In our opinion, proper books of account
as required by law relating to preparation of the aforesaid Consolidated Ind AS Financial Statements have been kept so far as
it appears from our examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (Including other comprehensive income), and
the Consolidated Statement of Cash Flows and Consolidated statement of Change in Equity dealt with by this Report are in
agreement with the relevant books of account.

(d) In our opinion, the aforesaid Consolidated Ind AS Financial Statements comply with the Accounting Standards specified under
Section 133 of the Act read with relevant rules made thereunder;

(e) The matters referred to in basis of qualified opinion paragraph may have an adverse effect on the functioning of the group.

(f) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2018 taken
on record by the Board of Directors of the Holding Company and based on representation made by the management of
subsidiary company as the financials are also management certified, incorporated in India, none of the directors of the Holding
Company and subsidiary company incorporated in India, is disqualified as on 31st March, 2018 from being appointed as a
director in terms of Section 164 (2) of the Act.

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Holding Company and its subsidiary
company, incorporated in India, and the operating effectiveness of such controls refer to our separate report in Annexure ‘A’.

(h) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our comments on
the basis of qualified opinion paragraph.

(i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit
and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

101
 i. The group has disclosed the impact of pending litigation on its financial position in its financial statements – Refer Note 43
to the Consolidated Ind AS Financial Statements;

ii. There has been no material foreseeable losses on long-term contracts including derivative contracts, therefore, no provision
is required;

iii. There were no amounts, required to be transferred, to the Investor Education and Protection Fund by the group.

For S S Kothari Mehta & Co.

Chartered Accountants
ICAI Registration No. 000756N

Sd/-
(Neeraj Bansal)
Partner
Membership No. 095960

Place of Signature: New Delhi

Date: August 14, 2018

Annexure A to the Independent Auditor’s Report to the members of Dion Global Solutions Limited (Holding Company) on its
Consolidated Financial Statements
Report on the Internal Financial Controls under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) as
referred to in paragraph 1(f) of ‘Report on Other Legal and Regulatory Requirements’ section of our report referred above
In conjunction with our audit of the Consolidated Ind AS Financial Statements of the Company as of and for the year ended 31st
March, 2018, we have audited the internal financial controls over financial reporting of Dion Global Solutions Limited (hereinafter
referred to as “the Holding Company”) and its subsidiary (collectively referred as ‘Group’), which is a company incorporated in
India, as of that date.
Management’s Responsibility for Internal Financial Controls
The respective Board of Directors of the Holding Company and its subsidiary, which is a company incorporated in India, are responsible
for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established
by the Holding Company and its subsidiary considering the essential components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These
responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies,
the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Group’s internal financial controls over financial reporting based on our audit. We
conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the
“Guidance Note”) issued by the ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section
143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute
of Chartered Accountants of India.
Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained
and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence
about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including
the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Group’s internal
financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.

www.dionglobal.com 102
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the
internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Holding Company and its subsidiary which is a company incorporated in India, have, in all material respects,
an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting
were generally operating effectively as at 31st March, 2018 and updated documentation for Micro Small & Medium Enterprises as
per MSMED Act 2006, documents on the updated risk may be strengthened further, based on the internal control over financial
reporting criteria established by the Holding Company and its subsidiary considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.
Other Matters
Our aforesaid reports under section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial
controls over financial reporting in so far as it relates to one subsidiary, which is a company incorporated in India and one trust of the
company is based solely on the representation made by the management.

For S S Kothari Mehta & Co.

Chartered Accountants
ICAI Registration No. 000756N

Sd/-
(Neeraj Bansal)
Partner
Membership No. 095960

Place of Signature: New Delhi

Date: August 14, 2018`

103
CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2018
(All Amounts are in ` Lakhs unless otherwise stated)
Particulars Note As at As at As at
No. March 31, 2018 March 31, 2017 April 1, 2016
ASSETS
1 Non-Current Assets
(a) Property, Plant and Equipment 3 225.00 269.23 407.37
(b) Intangible Assets 4 6,443.58 4,573.03 5,133.69
(c) Goodwill on Consolidation 4 - 30,733.53 33,619.12
(d) Intangible Assets Under Development 5 1,830.29 2,696.77 1,302.11
(e) Financial Assets
(i) Loans 6 42.39 158.66 199.08
(ii) Trade Receivables 7 - - 4.27
(iii) Investments 8 159.23 168.00 174.87
(iv) Other Financial Assets 9 2.37 74.60 378.89
(f) Deferred Tax Assets (Net) 10 383.32 341.44 398.74
(g) Non Current Tax Asset (Net) 11 367.90 532.07 973.16
(h) Other Non- Current Assets 12 130.34 98.52 113.65
Total Non-Current Assets 9,584.42 39,645.85 42,704.95
2 Current Assets
(a) Financial Assets
(i) Loans 13 952.40 9,210.80 7,678.87
(ii) Trade Receivables 14 2,887.95 3,511.70 3,578.65
(iii) Cash and Cash Equivalents 15 601.15 1,028.80 249.20
(iv) Other Bank Balances 16 104.99 2,806.25 -
(v) Other Financial Assets 17 2,207.81 2,654.37 1,967.42
(b) Other Current Assets 18 1,953.27 2,496.65 1,181.33
Total Current Assets 8,707.57 21,708.57 14,655.47

Total Assets 18,291.99 61,354.42 57,360.42

EQUITY AND LIABILITIES
1 Equity
(a) Equity Share Capital 19 3,222.74 3,222.74 3,222.74
(b) Other Equity 20 (59,532.04) (10,951.56) (4,348.37)
Equity Attributable to the owners of the Company (56,309.30) (7,728.82) (1,125.63)
(c) Non- Controlling Interest 21 957.38 686.09 916.61
Total Equity (55,351.92) (7,042.73) (209.02)
Liabilities
2 Non - Current Liabilities
(a) Financial Liabilities
(i) Borrowings 22 10,469.57 2,639.80 3,546.11
(ii) Other Financial Liabilities 23 2,363.80 5.94 256.35
(b) Other Liabilities 24 44.27 56.34 79.88
(c) Provisions 25 5,171.87 4,022.24 4,007.44
(d) Deferred Tax Liabilities 26 - - -
Total Non- Current Liabilities 18,049.51 6,724.32 7,889.78
3 Current Liabilities
(a) Financial Liabilities
(i) Borrowings 27 39,447.48 44,319.56 34,131.69
(ii) Trade Payables 28 1,949.25 1,997.40 2,937.98
(iii) Other Financial Liabilities 29 5,974.84 8,916.73 5,909.95
(b) Other Current Liabilities 30 7,621.04 5,772.56 5,837.03
(c) Provisions 31 601.79 666.58 863.01
Total Current Liabilities 55,594.40 61,672.83 49,679.66
Total Equity and Liabilities 18,291.99 61,354.42 57,360.42
Overview and Significant Accounting Policies 1 &2
The notes are an integral part of these Financial Statements.
As per our report of even date For and on behalf of the Board of Directors
For S.S. Kothari Mehta & Co.
Chartered Accountants
ICAI Registration No.000756N
Sd/- Sd/- Sd/-
Neeraj Bansal Maninder Singh Grewal Michel Borst
Partner Chairman Chief Executive Officer
Membership No. 095960 DIN : 00648031
Sd/- Sd/-
Place : New Delhi Gopala Subramanium Tarun Rastogi
Date : August 14, 2018 Chief Financial Officer VP-Legal & Company Secretary
ICSI Membership No.: A18392

www.dionglobal.com 104
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2018
(All Amounts are in ` Lakhs unless otherwise stated)
Particulars Note Year Ended Year Ended
No. March 31, 2018 March 31, 2017

Revenue
I Revenue from Operations 33 23,064.10 23,614.29
II Other Income 34 2,360.47 2,284.73
III Total Revenue (I+II) 25,424.57 25,899.02
IV Expenses
Employee Benefits Expenses 35 14,533.68 14,771.11
Finance Costs 36 5,301.12 4,451.27
Depreciation and Amortization Expense 37 2,571.41 1,887.86
Other Expenses 38 10,636.02 7,889.80
Total Expenses (IV) 33,042.23 29,000.04
V Profit/(Loss) Before Exceptional Item and Tax (7,617.66) (3,101.02)
VI Exceptional Items 39 41,943.52 1,245.21
VII Profit/(Loss) Before Tax (49,561.18) (4,346.23)
VIII Tax Expense
-Tax related to prior year 40 1.33 2.03
IX Profit/(Loss) After Tax (49,562.51) (4,348.26)
X Other Comprehensive Income
A (i) Items that will not be reclassified to Profit or Loss
Re-measurement Gains/(Losses) on Defined Benefit Plans 41 24.14 (61.33)
(ii) Income Tax relating to items that will not be reclassified to Profit or Loss - -
B (i) Items that will be reclassified to Profit or Loss
Exchange Differences on translation of Foreign Operations 1,229.96 (1,895.80)
(ii) Income Tax relating to items that will be reclassified to Profit or Loss
XI Total Comprehensive Income for the Year (IX+X) (48,308.41) (6,305.39)
XII Profit for the Year
-Attributable to the owners of the Company (49,500.36) (4,244.95)
- Attributable to Non- Controlling Interest (62.15) (103.31)
XIII Other Comprehensive Income for the Year
-Attributable to the owners of the Company 920.66 (1829.92)
- Attributable to Non- Controlling Interest 333.44 (127.21)
XIV Total Comprehensive Income for the Year
-Attributable to the owners of the Company (48,579.70) (6,074.87)
-Attributable to Non- Controlling Interest 271.29 (230.52)
XV Earnings per equity share 42
Basic (`) (176.06) (15.10)
Diluted (` ) (176.06) (15.10)
Overview and Significant Accounting Policies 1&2
The notes are an integral part of these Financial Statements.
As per our report of even date For and on behalf of the Board of Directors
For S.S. Kothari Mehta & Co.
Chartered Accountants
ICAI Registration No.000756N
Sd/- Sd/- Sd/-
Neeraj Bansal Maninder Singh Grewal Michel Borst
Partner Chairman Chief Executive Officer
Membership No. 095960 DIN : 00648031

Sd/- Sd/-
Place : New Delhi Gopala Subramanium Tarun Rastogi
Date : August 14, 2018 Chief Financial Officer VP-Legal & Company Secretary
ICSI Membership No.: A18392

105
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2018
(All Amounts are in ` Lakhs unless otherwise stated)
Particulars March 31, 2018 March 31, 2017
Cash Flow from Operating Activities    
Net Profit/(Loss) after Exceptional Item and Before Tax (49,561.18) (4,346.23)
Adjustments for:    
-Non Cash Items    
Depreciation and Amorization Expense 2,571.41 1,887.86
Provision for Doubtful Trade Receivables 341.54 3.56
Provision for Advance given to Related Party 606.86 -
Adjustment in Retained Earning in liquidation of subsidiaries - (403.67)
Provision for Expected Credit Loss Allowance on Inter Corporate Loans given along with 8,500.09 -
Interest Accrued
Provision for Impairment of Goodwill on Consolidation 33,443.43 -
Provision for Gratuity, Leave Encashment and Pension Fund 1,084.83 (181.63)
(Profit)/Loss on Sale of Property, Plant and Equipment (1.91) 0.15
(Profit) / Loss on Sale of Investment (0.80) 0.49
Financial Assets measured at FVTPL- Net Change in Fair Value 8.78 1.93
Financial Liability measured at FVTPL- Net Change in Fair Value (1,667.35) 491.37
Interest Income (204.07) (937.46)
Property Plant and Equipment written off - 26.00
Change in Foreign Currency Translation Reserve 1,229.96 (2,020.46)
Increase/(Decrease) in Deferred Tax Assets (41.88) 57.30
Interest and Finance Charges 5,301.13 4,451.27
Re-measurement Gain/(Loss) on Defined Benefit Plans 24.14 (61.33)
Operating Profit before Working Capital Changes 1634.98 (1030.85)
Adjustments for changes in Working Capital:    
(Increase) / Decrease in Trade Receivables 282.21 67.66
(Increase)/Decrease in Loans and Other Financial and Non-Financial Assets 751.27 (1,509.32)
Increase/ (Decrease) in Trade Payables (48.15) (940.58)
Increase/ (Decrease) in Other Financial Liabilities, Other Liabilities 2,344.75 2,105.52
Cash (Used in) / Generated from Operating Activities 4965.06 (1307.57)
Tax Paid (1.33) (2.03)
Net Cash (Used in) / Generated from Operating Activities (A) 4963.73 (1309.60)
Cash Flow from Investing Activities    
Purchase of Property, Plant and Equipment (Net of Exchange Difference) (6,009.22) 731.38
Proceeds from Sale of Property, Plant and Equipment (Net of Adjustment) (173.34) (455.65)
Sale of Investments 0.94 4.44
Loan to Related Parties (61.95) (605.97)
Interest Received 178.24 15.19
(Increase) / Decrease in Fixed Deposits & Other Bank Balances 2,500.02 (2,501.95)
Net Cash (Used in) / Generated from Investing Activities (B) (3,565.31) (2,812.56)
Cash Flow from Financing Activities    
Receipts / (Repayment) of Borrowings (net) 2,543.92 6,863.46
Interest Paid (4,369.99) (1,961.70)
Net Cash from Financing Activities (C) (1,826.07) 4,901.76
Net Increase in Cash and Cash Equivalents (A+B+C) (427.65) 779.60
Cash and Cash Equivalents at the beginning of the Year 1,028.80 249.20
Cash and Cash Equivalents at the Year Ended March 31, 2018 601.15 1,028.80
Cash and Cash Equivalents comprise of :-    
-Cash in Hand 1.08 0.21
-Balance with Banks in Current Account 600.07 1,028.59
Total (Refer Note 15) 601.15 1,028.80

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Non-Cash changes in Liabilites arising from Financing Activities

Particulars As at Cash Flows Non Cash Changes As at

March 31, 2017 March 31, 2018
Foreign Exchange Others
Movement
Receipts / (Repayment) of Borrowings 49,040.49 2,543.92 - (1,667.35) 49,917.06
(net)
Trade Payable 1,997.40 (48.15) - - 1,949.25
Other Financial Liabilities 3,410.51 463.89 - - 3,874.40
Total Liabilities from Financing Activities 54,448.40 2,959.66 - (1,667.35) 55,740.71

Notes:

(1) The above Statement of Cash Flows has been prepared under the “Indirect Method” as set out in Ind AS-7 on Statement on
Cash Flows.

(2) Figures in the bracket indicate cash outgo / income.

(3) Previous Year’s figures have been regrouped, rearranged and reclassified wherever necessary to conform to the current
year’s classification.

The notes are an integral part of these Financial Statements.

As per our report of even date For and on behalf of the Board of Directors
For S.S. Kothari Mehta & Co.
Chartered Accountants
ICAI Registration No.000756N
Sd/- Sd/- Sd/-
Neeraj Bansal Maninder Singh Grewal Michel Borst
Partner Chairman Chief Executive Officer
Membership No. 095960 DIN : 00648031

Sd/- Sd/-
Place : New Delhi Gopala Subramanium Tarun Rastogi
Date : August 14, 2018 Chief Financial Officer VP-Legal & Company Secretary
ICSI Membership No.: A18392

107
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2018
(All Amounts are in ` Lakhs unless otherwise stated)
A. Equity Share Capital
Particulars Note Amount
Balance as at April 1, 2016 3,222.74
Changes in Equity Share Capital during the year 19 -
Balance as at March 31, 2017 3,222.74
Changes in Equity Share Capital during the year 19 -
Balance as at March 31, 2018   3,222.74

B. Other Equity
Particulars Reserve & Surplus Other Total Non Total
Comprehensive Controlling
Income Interest
Share Capital Retained Own Foreign
premium Reserve earnings Shares Currency
Reserve Translation
Reserve
Balance as at April 01, 2,847.91 139.31 (2,375.50) (4,960.08) - (4348.36) 916.61 (3431.75)
2016
Profit /(Loss) during the - - (4,244.95) - - (4,244.95) (103.31) (4348.26)
year
Adjustment due to - - (403.67) - - (403.67) (403.67)
liquidation
Other Comprehensive - - (61.33) - (1,893.25) (1,954.58) (127.21) (2,081.79)
Income
Balance as at March 31, 2,847.91 139.31 (7,085.45) (4,960.08) (1,893.25) (10,951.56) 686.09 (10,265.47)
2017
Profit /(Loss) during the - - (49,500.36) - - (49,500.36) (62.15) (49,562.51)
year
Adjustment due to - - - - - - -
liquidation
Other comprehensive - - 24.14 - 895.74 919.88 333.44 1,253.32
income
Balance as at March 31, 2,847.91 139.31 (56,561.67) (4,960.08) (997.51) (59,532.04) 957.38 (58,475.66)
2018

As per our report of even date For and on behalf of the Board of Directors
For S.S. Kothari Mehta & Co.
Chartered Accountants
ICAI Registration No.000756N
Sd/- Sd/- Sd/-
Neeraj Bansal Maninder Singh Grewal Michel Borst
Partner Chairman Chief Executive Officer
Membership No. 095960 DIN : 00648031

Sd/- Sd/-
Place : New Delhi Gopala Subramanium Tarun Rastogi
Date : August 14, 2018 Chief Financial Officer VP-Legal & Company Secretary
ICSI Membership No.: A18392

www.dionglobal.com 108
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
1 Corporate Information
Dion Global Solutions Limited (“the Company”), its subsidiaries and step down subsidiaries controlled by the Company together
called as ‘the Group’. Dion Global Solutions Limited is a listed Company domiciled in India. It was incorporated on March 23,
1994 under the provisions of Companies Act, 1956.
Group is a trusted global financial technology group with expertise in building solutions for wealth management; retail trading
and settlements; FATCA, CRS and other tax compliances; OTC derivatives; and GRC audit. Dion has presence in 10 cities across
8 countries. The Company is listed on BSE Limited in India. The registered office of the Company is located at Ground Floor, Prius
Platinum, D-3, District Centre, Saket, New Delhi-110017.
These Indian Accounting Standard (Ind AS) financial statements incorporate amounts and disclosures related to the Group.
2 Significant Accounting Policies
2.1 (a) Basis of Preparation
The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section
133 of the Companies Act, 2013 (the Act) read with the Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015
as amended from time to time and other relevant accounting principles generally accepted in India.
The financial statements up to year ended 31 March 2017 were prepared in accordance with the accounting standards
notified under Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Act
(previous GAAP or Indian GAAP). Previous year numbers in the financial statements have been restated in accordance
with Ind AS. Reconciliations and descriptions of the effect of the transition has been summarized in Note 48.
These financial statements are the first financial statements of the Group under Ind AS. The date of transition to Ind AS is April
1, 2016. Refer Note 48 for the details of first-time adoption (Ind AS 101) exemptions availed by the Group and an explanation
of how the transition from previous GAAP to Ind AS has affected the Group’s financial position, financial performance and
cash flows.
2.1 (b) Basis of Measurement
The financial statements of the Group have been prepared using the historical cost basis except for the following items:

Items Measurement Basis
Certain financial assets and liabilities Fair Value
(including derivative instruments)
Net defined benefit (asset) / liability Fair value of plan assets less
present value of defined benefit obligation
2.1 (c) Principles of Consolidation
The Consolidated Financial Statements comprise the financial statements of the Company and its Subsidiaries as at March
31, 2018. In the case of subsidiaries, control is achieved when the group is exposed, or has right, to variable return from its
involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically,
the Group controls an investee if and only if the Group has:
• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
• Exposure, or rights, to variable returns from its involvement with the investee, and
• The ability to use its power over the investee to affect its returns
The group re-assesses whether or not it controls an investee if facts and circumstances indicates that there are changes to
one or more of the three elements of control.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group losses
control of the subsidiary. Assets, Liabilities, income and expenses of a subsidiary acquired or disposed of during the year are
included in the consolidated financial statements from the date the group gains control until the date the Group ceases
to control the subsidiary.
Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in
similar circumstances. If a member of the Group uses accounting policies other than those adopted in the consolidated
financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to that
Group member’s financial statement in preparing the consolidated financial statements to ensure conformity with the
Group’s accounting policies.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the owners of the Company
and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company
and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
A. The Consolidated Financial Statements relate to Dion Global Solutions Limited (‘the Company’), its subsidiaries and
step down subsidiaries (‘the Group’). The Consolidated Financial Statements have been prepared on the following
basis:
(i) The financial statements of the Group are combined on a line-by-line basis by adding together the book values of
like items of assets, liabilities, income and expenses, after as far as possible eliminating intra-group balances and
intra-group transactions.

109
 (ii) Profits or losses resulting from intra-group transactions that are recognised in assets, such as intangibles assets are
eliminated in full.
(iii) The excess of cost of the Company’s investment in the subsidiary company over the available portion of equity
on the date of investment is recognized in the Consolidated Financial Statements as Goodwill. The excess of
Company’s share in equity and reserves of the subsidiary company over the cost of acquisition is treated as
Capital Reserve.
(iv) In case of foreign subsidiaries, revenue and expense items are consolidated at the average rate prevailing during
the year. All assets and liabilities are converted at rates prevailing at the end of the year. Any exchange difference
arising on consolidation is recognised in the Foreign Currency Translation Reserve.
(v) Non-Controlling Interest’s share in profit/loss of consolidated subsidiaries for the year is identified and adjusted
against the income of the group in order to arrive at the net income attributable to the owners of the Company.
(vi) Non-Controlling Interest’s share in net assets of consolidated subsidiaries is identified and presented in the
Consolidated Balance Sheet separate from liabilities and the equity of the owners of the Company.
(vii) The difference between the proceeds from disposal of investment in subsidiaries and the carrying amount of its
assets less liabilities as on the date of disposal is recognised in the Consolidated Statement of Profit and Loss being
the profit or loss on disposal of investment in subsidiary.
(viii) The Consolidated Financial Statements are prepared using uniform accounting policies for like transactions and
other events in similar circumstances and are presented to the extent possible, in the manner as the Company’s
separate financial statements. However, in case of depreciation it was not practicable to use uniform accounting
policies in case of foreign subsidiaries.
2.2 Summary of Significant Accounting Policies
a. Use of Estimates
The preparation of financial statements in conformity with Indian Accounting Standards (Ind AS) requires management
of the Group to make judgments, estimates and assumptions that affect the reported amount of revenues, expenses,
assets and liabilities (including disclosure of contingent liabilities) at the end of the reporting period.
The management believes that the estimates used in preparation of the financial statements are prudent and
reasonable. Future results could differ due to these estimates and the differences between the actual results and the
estimates are recognized in the periods in which the results are known/materialise.
b. Current versus Non-Current Classification
The Group presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is
treated as current when it is:
► Expected to be realised or intended to be sold or consumed in normal operating cycle
► Held primarily for the purpose of trading
► Expected to be realised within twelve months after the reporting period, or
► Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months
after the reporting period.
All other assets are classified as non-current.
A liability is current when:
► It is expected to be settled in normal operating cycle
► It is held primarily for the purpose of trading
► It is due to be settled within twelve months after the reporting period, or
► There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
All assets and liabilities have been classified as current or non-current as per the Group’s normal operating cycle
and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the
time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Group
has ascertained its operating cycle as 12 months for the purpose of current/non current classification of assets and
liabilities.
c. Foreign Currencies
Functional currency is the currency of the primary economic environment in which the entity operates and is normally
the currency in which the entity primarily generates and expends cash.
Transactions and Balances
Transactions in foreign currencies are initially recorded by the Group at their respective functional currency spot rates
at the date the transaction first qualifies for recognition.

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 Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates
of exchange at the reporting date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions.
d. Fair Value Measurement
The Group measures financial instruments at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption that
the transaction to sell the asset or transfer the liability takes place either:
- In the principal market for the asset or liability or
- In the absence of a principal market, in the most advantageous market for the asset or liability
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that would
use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable
inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value
measurement as a whole:
Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly
or indirectly observable.
Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable.
For the purpose of fair value disclosures, the Company has determined classes of assets & liabilities on the basis of
the nature, characteristics and the risks of the asset or liability and the level of the fair value hierarchy as explained
above.
e. Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the
revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair
value of the consideration received or receivable, taking into account contractually defined terms of payment and
excluding taxes or duties collected on behalf of the government.
However, Sales Tax/ Value Added Tax (VAT)/Goods and Service Tax (GST) is not received by the Group on its own
account. Rather, it is tax collected on value added to the commodity by the seller on behalf of the government.
Accordingly, it is excluded from revenue.
Revenue in excess of billings on service contracts is recorded as unbilled receivables and is included in trade receivable.
Billings in excess of revenue that is recognized on service contracts are recorded as deferred revenue until the above
revenue recognition criteria are met and are included in current liabilities.
The specific recognition criteria described below must also be met before revenue is recognised.
Revenue from Licenses
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have
passed to the buyer, usually on delivery of the goods. Revenue from the sale of goods is measured at the fair value
of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. A
liability is recognised at the time the product is sold. The Group also provide maintenance contracts to its customers.
There are certain licenses which are provided by the Group only on hosting. Under such scenario, the title to the license
is never transferred to the customer and only the usage right for a specific period is given by the Group on a hosting
model. Thus such revenue is recorded over the period of services on a straight-line basis. Revenue from such licenses
are include in subscription services.
Method of accounting is determined by the Group’s internal team based on the nature of licenses.
Rendering of Services
Revenue from installation, development services* (“service contracts”) and supply of research reports** (including
supply of periodic content for websites) comprise income from fixed price and annual maintenance contracts.
Revenue from fixed price contracts is recognised on percentage completion method using output measures of
performance, where the management is reasonably certain that the ultimate collection will be made. Percentage of
work completed is computed on the basis of actual work performed as a proportion of total work to be performed.
Revenue from annual maintenance contracts is recognised on a time proportion basis. Anticipated losses, if any, upto
the completion of contract are recognised immediately.

111
 *Group provide skilled manpower to external customers for the development of software and other items based on
the requirement. Revenue from such services forms part of development fees.
** Revenue from research reports and content data is recognised as subscription revenue.
Interest income
Interest income is recognized on time proportion basis considering the funds deployed and the applicable interest
rates.
Dividend income
Dividend Income is accounted for as income when the right to receive dividend is established.
f. Taxes
Current Income Tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to
the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted, at the reporting date.
Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other
comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction
either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect
to situations in which applicable tax regulations are subject to interpretation and establishes provisions where
appropriate.
Deferred Tax
Deferred income tax is provided in full, using the liability method on temporary differences arising between the tax
bases of assets and liabilities and their carrying amount in the financial statement. Deferred income tax is determined
using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and
are excepted to apply when the related deferred income tax assets is realised or the deferred income tax liability is
settled.
Deferred tax assets are recognised for all deductible temporary differences and unused tax losses, only if, it is probable
that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities
are off set where the Group has a legally enforceable right to offset and intends either to settle on a net basis, or to
realize the asset and settle the liability simultaneously.
Current and deferred tax is recognised in the Statement of Profit and Loss, except to the extent that it relates to
items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity, respectively.
g. Property, Plant and Equipment
(i) Recognition and Measurement
Property, plant and equipment are tangible items that are held for use in the production or supply for goods and
services, rental to others or for administrative purposes and are expected to be used during more than one period.
The cost of an item of property, plant and equipment shall be recognised as an asset if and only if it is probable
that future economic benefits associated with the item will flow to the Group and the cost of the item can be
measured reliably. Freehold lands are stated at cost. All other items of property, plant and equipment are stated
at cost, net of recoverable taxes less accumulated depreciation, and impairment loss, if any.
The cost of an asset includes the purchase cost of material, including import duties and non-refundable taxes, and
any directly attributable costs of bringing an asset to the location and condition of its intended use. Interest on
borrowings used to finance the construction of qualifying assets are capitalised as part of the cost of the asset until
such time that the asset is ready for its intended use. The carrying amount of the replaced part is derecognised.
All other repair and maintenance costs are recognised in the Statement of Profit and Loss as incurred.
The present value of the expected cost for the decommissioning of an asset after its use, if any, is included in the
cost of the respective asset if the recognition criteria for a provision are met. Assets identified and technically
evaluated as obsolete are retired from active use and held for disposal are stated at the lower of its carrying
amount and fair value less cost to sell.
An item of property, plant and equipment and any significant part initially recognised is derecognised upon
disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on
derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying
amount of the asset) is included in the income statement when the asset is derecognised.
(ii) Subsequent Expenditure
Subsequent costs are included in the asset’s carrying amount only when it is probable that future economic
benefits associated with the item will flow to the entity and the cost of the item can be measured reliably.
(iii) Transition to IND AS
On transition to Ind AS, the Group has elected to adopt carrying value of all of its property, plant and equipment

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 recognized as at April 1, 2016 measured as per the previous GAAP and use that carrying value as the deemed
cost of the property, plant and equipment.
(iv) Depreciation
Depreciation has been provided based on life assigned to each asset in accordance with Schedule II of the
Companies Act, 2013. Depreciation on Property, Plant & Equipment (other than Intangible assets) is provided
based on the following useful life of the assets:-

Asset Category Useful Life (In years)

Office Equipments 5 years
Vehicles 8 years
Computer Networking and Equipments 6 years
Computer and Peripherals 3 years
Furniture and Fixtures 10 years
Leasehold improvements are amortized over the lease period or 6 years whichever is earlier. In respect of assets
acquired / sold during the year, depreciation is charged on pro-rata basis.
Depreciation on additions is provided on a pro-rata basis from the date of such additions. Similarly, depreciation
on assets sold/ disposed off during the year is being provided upto the date on which the assets are sold/ disposed
off.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at
each financial year end and adjusted prospectively, if appropriate.
Modification or extension to an existing asset, which is of capital nature and which becomes an integral part
thereof is depreciated prospectively over the remaining useful life of that asset.
In case of foreign subsidiaries of the Company, all Property, Plant & Equipment (excluding freehold land) are
depreciated on a straight line basis over their useful life to the economic entity as estimated by the local
management as per applicable jurisdictions commencing from the time the asset is held ready for use. The
Depreciation rates on Plant & Equipment is 25%-33%.
h. Intangible Assets
(i) Recognition and Measurement
Intangible assets comprising computer software are stated at cost less accumulated amortisation. Intangible
assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible
assets are carried at cost less any accumulated amortisation and accumulated impairment losses.
Intangible assets assessed for impairment whenever there is an indication that the intangible asset may be impaired.
The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed
at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of
consumption of future economic benefits embodied in the asset are considered to modify the amortisation period
or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on
intangible assets with finite lives is recognised in the statement of profit and loss unless such expenditure forms part
of carrying value of another asset.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit or loss when
the asset is derecognised.
Internally generated intangible assets, excluding capitalized development costs, are not capitalized and
expenditure is reflected in the statement of profit and loss in the year in which the expenditure is incurred.
The Group capitalises intangible asset under development for a project in accordance with the accounting
policy. Initial capitalisation of costs is based on management’s judgement that technological and economic
feasibility is confirmed, usually when a product development project has reached a defined milestone according
to an established project management model. In determining the amounts to be capitalised, management
makes assumptions regarding the expected future cash generation of the project, discount rates to be applied
and the expected period of benefits.
(ii) Subsequent Expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits from the specific asset
to which it relates.
(iii) Transition to IND AS
On transition to Ind AS, the Group has elected to adopt carrying value of all of its property, plant and equipment
recognized as at April 1, 2016 measured as per the previous GAAP and use that carrying value as the deemed
cost of the property, plant and equipment.

113
 (iv) Amortisation
Computer software is amortised on a straight-line basis over a period of three to six years, being the period over
which the Group expects to derive economic benefits from the use of the software.
i. Borrowing Costs
Borrowing costs directly attributable to the acquisition of an asset that necessarily takes a substantial period of time
to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are
expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in
connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as
an adjustment to the borrowing costs.
j. Leases
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement
at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on
the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is
not explicitly specified in an arrangement.
For arrangements entered into prior to April 1, 2016 the Group has determined whether the arrangement contain lease
on the basis of facts and circumstances existing on the date of transition.
Group as a Lessee
Assets held under finance leases are initially recognised as assets of the Group at their fair value at the inception of
the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is
included in the consolidated balance sheet as a finance lease obligation. Lease payments are apportioned between
finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining
balance of the liability.
Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on
a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected
general inflation to compensate for the lessor’s expected inflationary cost increases in which case lease expenses are
charged to profit or loss on the basis of actual payments to the lessors.
Group as a Lessor
Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified
as operating leases. Rental income from operating lease is recognised on a straight-line basis over the term of the
relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying
amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents
are recognised as revenue in the period in which they are earned.
Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the
Group to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Group’s net
investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic
rate of return on the net investment outstanding in respect of the lease.
k. Impairment of Non-Financial Assets
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable
amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs
of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying
amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to
its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the
purpose of impairment testing, assets that cannot be tested individually are Grouped together into the smallest Group
of assets that generates cash inflows from continuing use that is largely independent of cash flows of other assets or
group of assets (CGU).
The Group’s corporate assets do not generate cash inflows. If there is an indication that a corporate asset is impaired,
then the recoverable amount is determined for the CGU to which it belongs. An impairment loss is recognised, if the
carrying value of the asset or its cash generating unit exceeds its estimated recoverable amount and are recognized
in statement of profit and loss. Impairment loss recogised is first allocated to reduce goodwill, if any, allocated to the
units and then to reduce the carrying amounts of other assets in the unit (group of units) on a pro rata basis.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an
indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists,
the Group estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed
only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last

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 impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its
recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had
no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit or
loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.
l. Provisions, Contingent Liabilities and Assets
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event,
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and
a reliable estimate can be made of the amount of the obligation.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects,
when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the
passage of time is recognised as a finance cost.
A contingent liability exists when there is a possible but not probable obligation, or a present obligation that may,
but probably will not, require and outflow of resources, or a present obligation whose amount cannot be estimated
reliably. Contingent liabilities do not warrant provisions, but are disclosed unless the possibility of outflow of resources
is remote. Contingent asstes are neither recognised nor disclosed in the financial statements. However, contingent
assets are assessed continuously and if it is virtually certain that an inflow of economic benefits will arise, the asset and
related income are recognised in the period in which the change occurs.
A contingent asset is not recognised but disclosed, when possible asset that arises from past events and whose
existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not
wholly within the control of the Group.
m. Employee Benefits
i. Short-Term Obligations
Short-term obligations Liabilities for wages and salaries, including nonmonetary benefits that are expected to be
settled wholly within twelve months after the end of the period in which the employees render the related service
are recognised in respect of employees’ services up to the end of the reporting period and are measured at the
undiscounted amounts expected to be paid when the liabilities are settled. The liabilities are presented as current
benefit obligations in the balance sheet.
ii. Retirement and Other Employee Benefits
Defined Contribution Plan
Retirement benefit in the form of provident fund is a defined contribution scheme. The Group has no obligation,
other than the contribution payable to the provident fund. The Group recognises contribution payable to the
provident fund scheme as an expense, when an employee renders the related service. If the contribution payable
to the scheme for service received before the balance sheet date exceeds the contribution already paid, the
deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the
contribution already paid exceeds the contribution due for services received before the balance sheet date,
then excess is recognized as an asset to the extent that the pre-payment will lead to.
Gratuity plan
The Group provides for gratuity covering eligible employees of the Group. The Gratuity Plan provides a lumpsum
payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount
based on the respective employee’s salary and the tenure of employment with the Group.
Liabilities with regard to the Gratuity Plan are determined by actuarial valuation, performed by an independent
actuary, at each balance sheet date using the projected unit credit method.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit
obligation and fair value of plan assets. This cost is included in employee benefit expense in the statement of profit
and loss.
Re-measurement gain and loss arising from experience adjustments and change actuarial assumptions are
recognised in the period in which they occur, directly in other comprehensive income. They are included in
retained earnings in the statement of change in equity and in the balance sheet.
Compensated Absences:
Obligation in respect of compensated absences is provided on the basis of an actuarial valuation carried out by
an independent actuary at the year-end using the Projected Unit Credit Method, which recognise each period
of service as giving rise to an additional unit of employee benefit entitlement and measures each unit separately
to build up the final obligation. The obligation is measured at the present value of estimated future cash flows.
The discount rates used for determining the present value of obligation under other long term employee benefits
is based on the market yields as at the Balance Sheet date on Government securities having maturity periods
approximating to the terms of related obligations. Actuarial gains and losses are recognised immediately in the
Statement of Profit and Loss.

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 Superannuation
The Group contributes a specified percentage of the eligible employees’ salary towards superannuation (the
Plan) to a fund. The Group has no further obligations under the Plan beyond its monthly contributions which are
periodically contributed to a fund.
(iii) Share Based Payment
The fair value of options granted under the Dion Global Employee Stock Option Scheme 2013 (ESOP Scheme)
is recognised as an employee benefits expense with corresponding increase in equity. The total amount to be
expensed is determined by reference to the fair value of options granted:
• Including any market performance conditions (e.g. the entity’s share price)
• Excluding the impact of any service and non-market performance working conditions (e.g. profitability, sales
growth targets and remaining an employee of the entity over a specified time period, and
• Including the impact of any non- vesting conditions (e.g. the requirements for employees to save or holdings
shares for a specific period of time)
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting
conditions are to be satisfied. At the end of each period, the entity revises its estimate of the number of options
that are expected to vest based on the non-market vesting and service conditions. It recognise the impact of
revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
n. Cash and Cash Equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and current deposits with an
original maturity of three months or less, which are subject to an insignificant risk of changes in value.
o. Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
(A) Financial Assets
Initial Recognition and Measurement
All financial assets and liabilities are initially recognized at fair value. Transaction costs that are directly attributable
to the acquisition or issue of financial assets and financial liabilities, which are not at fair value through profit or loss,
are adjusted to the fair value on initial recognition.
Subsequent Measurement
For purposes of subsequent measurement, financial assets are classified in following categories:
(i) Financial Assets carried at Amortised Cost (AC)
A financial asset is measured at amortised cost if it is held within a business model whose objective is to hold
the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise
on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
(ii) Financial Assets at Fair Value through Other Comprehensive Income (FVTOCI)
A financial asset is measured at FVTOCI if it is held within a business model whose objective is achieved by
both collecting contractual cash flows and selling financial assets and the contractual terms of the financial
asset give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding. Interest income for these financial assets is included in other income using the
effective interest rate method.
(iii) Financial Assets at Fair Value through Profit or Loss (FVTPL)
A financial asset/equity investment which is in scope of Ind AS 109 and is not classified in any of the above
categories are measured at FVTPL
Impairment of Financial Assets
The Group assesses on a forward looking basis the expected credit losses associated with the assets carried at
amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there
has been a significant increase in credit risk. If credit risk has increased significantly, lifetime ECL is used. If, in a
subsequent period, credit quality of the instrument improves such that there is no longer a significant increase
in credit risk since initial recognition, then the Group reverts to recognising impairment loss allowance based
on 12-month ECL. Note 47 details how the Group determines whether there has been significant increase in
credit risk.
For trade receivables, the Group applies the simplified approach permitted by Ind AS 109 “Financial
Instruments” which requires expected life time losses to be recognised from initial recognition of receivables.
The Group uses historical default rates to determine impairment loss on the portfolio of trade receivables. At
every reporting date these historical default rates are reviewed and changes in the forward looking estimates
are analysed.

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 (B) Financial Liabilities
Initial Recognition and Measurement
All financial liabilities are recognized at fair value and in case of loans, net of directly attributable cost. Fees of
recurring nature are directly recognised in the Statement of Profit and Loss as finance cost.
Subsequent Measurement
Financial liabilities are carried at amortized cost using the effective interest method. For trade and other payables
maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the
short maturity of these instruments.
(C) Derecognition of Financial Instruments
The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset
expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial
liability (or a part of a financial liability) is derecognized from the Group’s Balance Sheet when the obligation
specified in the contract is discharged or cancelled or expires.
(D) Reclassification of Financial Assets
The Group determines classification of financial assets and liabilities on initial recognition. After initial recognition, no
reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets
which are debt instruments, a reclassification is made only if there is a change in the business model for managing
those assets. Changes to the business model are expected to be infrequent. The Group’s senior management
determines change in the business model as a result of external or internal changes which are significant to the
Group’s operations. Such changes are evident to external parties. A change in the business model occurs when
the Group either begins or ceases to perform an activity that is significant to its operations. If the Group reclassifies
financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of
the immediately next reporting period following the change in business model. The Group does not restate any
previously recognised gains, losses (including impairment gains or losses) or interest.
(E) Offsetting of Financial Instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a
currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis,
to realise the assets and settle the liabilities simultaneously.
p. Embedded Derivatives
An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative host
contract – with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-
alone derivative. An embedded derivative causes some or all of the cash flows that otherwise would be required by
the contract to be modified according to a specified interest rate, financial instrument price, commodity price, foreign
exchange rate, index of prices or rates, credit rating or credit index, or other variable, provided in the case of a non-
financial variable that the variable is not specific to a party to the contract. Reassessment only occurs if there is either
a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a
reclassification of a financial asset out of the fair value through profit or loss.
If the hybrid contract contains a host that is a financial asset within the scope of Ind AS 109, the entity does not
separate embedded derivatives. Rather, it applies the classification requirements contained in Ind AS 109 to the entire
hybrid contract. Derivatives embedded in all other host contracts are accounted for as separate derivatives and
recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts
and the host contracts are not held for trading or designated at fair value though profit or loss. These embedded
derivatives are measured at fair value with changes in fair value recognised in profit or loss, unless designated as
effective hedging instruments. Ind AS 109 states that such hybrid intrument in its entirety may be designated as fair
value through profit and loss where the embedded derivative significantly modifies the cash flow that would otherwise
be required by the contract or where it is most apparent that separation is prohibited when a similar intrument is first
considered. Currently, the Group has designated the entire financial instrument of preference shares at fair value
through profit & loss.
q. Derivative Financial Instruments and Hedge Accounting
Initial Recognition and Subsequent Measurement
The Group uses derivative financial instruments, such as currency swaps and interest rate swaps to hedge its loan
repayment risks w.r.t. principle amount of borrowings, interest rate risks respectively. Such derivative financial instruments
are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently
re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial
liabilities when the fair value is negative.
r. Earnings per Share
Basic earnings per share is computed using the weighted average number of equity shares outstanding during the
year. Diluted earnings per share is computed using the weighted average number of equity and equivalent dilutive
equity shares outstanding during the year, except where the result would be anti-dilutive.

117
 s. Use of Estimates
The preparation of financial statements in conformity with Indian Accounting Standards (Ind AS) requires management
of the Group to make judgments, estimates and assumptions that affect the reported amount of revenues, expenses,
assets and liabilities (including disclosure of contingent liabilities) at the end of the reporting period.
The areas involving critical judjements are as follows-
(i) Depreciation/Amortisation and useful lives of Property, Plant and Equipment/Intangible assets
Property, plant and equipment / intangible assets are depreciated / amortised over their estimated useful lives,
after taking into account estimated residual value. Management reviews the estimated useful lives and residual
values of the assets annually in order to determine the amount of depreciation / amortisation to be recorded
during any reporting period. The useful lives and residual values are based on the Group’s historical experience
with similar assets and take into account anticipated technological changes. The depreciation / amortisation for
future periods is revised if there are significant changes from previous estimates.
(ii) Provisions
Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow
of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The
timing of recognition and quantification of the liability requires the application of judgement to existing facts and
circumstances, which can be subject to change. The carrying amounts of provisions and liabilities are reviewed
regularly and revised to take account of changing facts and circumstances.
(iii) Defined Benefit Obligations
The costs of providing gratuity and other post-employment benefits are charged to the Statement of Profit and
Loss in accordance with Ind AS 19 ‘Employee benefits’ over the period during which benefit is derived from the
employees’ services. The costs are assessed on the basis of assumptions selected by the management. These
assumptions include salary escalation rate, discount rates, expected rate of return on assets and mortality rates.
The same is disclosed in Note 32.
(iv) Income Tax
The Company’s tax jurisdiction is india. Significant judgements are involved in estimating budgeted profits for the
purpose of paying advance tax, determining the provision for income taxes, including amount expected to be
paid/recovered for uncertain tax positions.
Deferred tax assets are recognised for unused losses (carry forward of prior years’ losses) and unused tax credit
to the extent that it is probable that taxable profit would be available against which the losses could be utilised.
Significant management judgment is required to determine the amount of deferred tax assets that can be
recognised, based upon the likely timing and the level of future taxable profits together with future tax planning
strategies.

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3 Property, Plant and Equipment
Particulars Land Leasehold Furniture Vehicles Plant & Office Computer Total
Improvements & Fixtures Machinery Equipment Networking &
Equipment
Gross Carrying Amount
Balance as at April 1, 2016 26.00 51.21 99.70 6.85 142.46 55.80 25.35 407.37
Additions - 17.11 0.71 - 58.85 10.17 2.70 89.54
Exchange Difference on - (0.80) (10.60) - (7.92) (5.23) - (24.55)
translation of foreign operations
Disposals/Adjustment 26.00 - - - 0.86 - - 26.86
Balance as at March 31, 2017 - 67.52 89.81 6.85 192.53 60.74 28.05 445.50
Balance as at April 1, 2017 - 67.52 89.81 6.85 192.53 60.74 28.05 445.49
Additions - 22.24 0.30 - 26.51 1.17 7.15 57.37
Exchange Difference on - 0.41 29.07 - 29.79 2.24 - 61.51
translation of foreign operations
Disposals/Adjustment - - 1.42 2.96 28.02 7.59 0.11 40.10
Balance as at March 31, 2018 - 90.17 117.76 3.89 220.81 56.56 35.09 524.28
Accumulated Depreciation
Balance as at April 1, 2016 - - - - - - - -
Depreciation for the year - 15.59 29.87 4.35 80.14 43.50 7.79 181.24
Exchange Difference on - (0.12) 0.69 - (2.64) (2.15) - (4.22)
translation of foreign operations
Disposals/Adjustment - - - - 0.66 0.09 - 0.75
Balance as at March 31, 2017 - 15.47 30.56 4.35 76.84 41.26 7.79 176.27
Balance as at April 1, 2017 - 15.47 30.56 4.35 76.84 41.26 7.79 176.27
Depreciation for the year - 22.43 22.06 2.50 53.83 9.33 7.84 117.99
Exchange Difference on 0.17 18.53 - 23.91 1.95 - 44.56
translation of foreign operations
Disposals/Adjustment - - 1.37 2.96 27.77 7.33 0.11 39.54
Balance as at March 31, 2018 - 38.07 69.78 3.89 126.81 45.21 15.52 299.28
Carrying Amount (Net)
At April 1, 2016 26.00 51.21 99.70 6.85 142.46 55.80 25.35 407.37
At March 31, 2017 - 52.05 59.24 2.50 115.69 19.48 20.26 269.23
At March 31, 2018 - 52.10 47.98 - 93.99 11.36 19.57 225.00
Notes: (1) There are no adjustments to property, plant and equipment on account of borrowing costs.
(2) The Group has elected to consider the carrying value of all its items of property, plant and equipment recognised in the financial
statements prepared under previous GAAP and use the same as deemed cost in the opening Ind AS Balance Sheet.
(3) There are no revaluation of assets during the year.
(4) Please refer Note 22 & 27 for details of pari-passu charge on property, plant and equipment/ property, plant and equipment
hypothecated with banks for borrowings.

4 Intangible Assets

Particulars Purchased Internally Website Goodwill on Total

Softwares Developed Design Consolidation
Softwares
Gross Carrying Amount
Balance as at April 1, 2016 11.39 5,120.91 1.39 33,619.12 38,752.81
Additions 31.74 1,415.28 - - 1,447.02
Exchange Difference on translation of foreign operations (0.07) (430.59) - (3,279.16) (3,709.82)
Disposals/Adjustment - - - 455.60 455.60
Balance as at March 31, 2017 43.06 6,105.60 1.39 30,795.56 36,034.41

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 Particulars Purchased Internally Website Goodwill on Total
Softwares Developed Design Consolidation
Softwares
Balance as at April 1, 2017 43.06 6,105.60 1.39 30,795.56 36,945.61
Additions - 4,464.23 - - 4,464.23
Exchange Difference on translation of foreign operations 6.43 333.41 - 2,267.20 2,607.04
Disposals/Adjustment - - - 442.70 442.70
Balance as at March 31, 2018 49.49 10,903.24 1.39 33,505.46 43,574.18
Accumulated Amortisation and Impairment Losses
Balance as at April 1, 2016 - - - - -
Amortisation for the year 13.05 1,630.15 1.39 62.03 1,706.62
Exchange Difference on translation of foreign operations 0.08 (67.65) - - (67.57)
Disposals/Adjustment - - - - -
Balance as at March 31, 2017 13.13 1,562.50 1.39 62.03 1,639.05
Balance as at April 1, 2017 13.13 1562.50 1.39 62.03 1639.05
Amortisation for the year 14.06 2380.22 0.00 - 2394.28
Exchange Difference on translation of foreign operations 6.41 265.92 - - 272.33
Provision for Impairment - - - 33,443.43 33,443.43
Disposals/Adjustment - (266.91) - - (266.91)
Balance as at March 31, 2018 33.60 4,475.55 1.39 33,505.46 38,016.00
Carrying Amount (Net)
At April 1, 2016 11.39 5,120.91 1.39 33,619.12 38,752.81
At March 31, 2017 29.93 4,543.10 - 30,733.53 35,306.56
At March 31, 2018 15.89 6,427.69 - - 6,443.58
Notes: (1) There are no adjustments to intangible assets on account of borrowing costs.
(2) The Group has elected to consider the carrying value of all its items of intangible assets recognised in the financial statements prepared
under previous GAAP and use the same as deemed cost in the opening Ind AS Balance Sheet.
(3) There are no revaluation of assets during the year.
(4) Please refer Note 22 & 27 for details of pari-passu charge on intangible assets/ intangible assets hypothecated with banks for borrowings.
4.1 As a part of the closing process for the financial year ending March 31, 2018, Group is required to conduct an impairment
testing of its property, plant and equipment under Indian Accounting Standard 36 which states as – An enterprise should assess
at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the
enterprise should estimate the recoverable amount of the asset.
Further, Group is required to test an intangible asset with an indefinite useful life or an intangible asset not yet available for
use or goodwill acquired in a business combination for impairment annually irrespective of whether there is any indication of
impairment.
To perform annual impairment analysis of the Goodwill acquired in Business Combination entity is required to identify the cash
generating units.
The Group conducted an analysis on identification of the cash generating units (CGU’s), and based on the facts and the
available guidance, the Group concluded that the smallest identifiable group of assets capable of generating independent
cash flows from continuous use can be the product which are provided by the Group to the customers along with the related
services. As the Group operates in providing the IT solution to the finance industry, the products provided by the Group on
license model are the CGU. The related services like integration, maintenance, customisation are related to the products and
accordingly should form part of the respective product CGU.
Using the guidance under Ind AS 36, Group is required to make a formal estimate of recoverable amount.
Determination of Recoverable Amount CGU: It is the higher of the CGU’s net selling price and value in use. Recoverable
amount is determined in the same manner as recoverable amount of an assets.
It is not always necessary to determine both an asset’s net selling price and its value in use. If either of these amounts exceeds
the asset’s carrying amount, the asset is not impaired, and it is not necessary to estimate the other amount.
The recoverable amount of the CGU’s has been determined based on a value in use calculation using cash flow projections
from financial budgets approved by senior management. The projected cash flows reflects increased demand for products
and services but that cannot be demonstrated or substantiated by the historical presidents as is required by the standard due
to consistent losses in the legal entities. As a result of this lack of presidents, the management has recognized an impairment of
goodwill of Rs. 33,443.43 Lakhs. The impairment charge is recorded in the statement of profit and loss under exceptional item.

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5 Intangible Assets under Development
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Gross Carrying Amount    
Opening Balance 2,696.77 1,302.11 1,302.11
Add: Additions during the year 1,825.51 1,544.69 -
Gross Intangibles 4,522.28 2,846.80 1,302.11
Less: Capitalised during the year 2,691.99 150.03 -
Total 1,830.29 2,696.77 1,302.11

6 Non-Current Loans
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Unsecured Considered Good      
Security Deposits 42.39 158.66 199.08
Total 42.39 158.66 199.08

7 Trade Receivables
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016

Unsecured Considered Good      

Trade Receivables - - 4.27
Total - - 4.27

8 Non-Current Investments
Particulars Face As at As at As at
Value March 31, 2018 March 31, 2017 April 1, 2016
Other than Trade Investments (at cost)        
Investment in Equity Shares of Other Bodies        
(A) Unquoted Investment, Fully paid up      
420,000 Shares of Shree Vaishnavi Dyeing Limited (March 31, `10 2.20 2.20 2.20
2017: 420,000; April 1, 2016: 420,000)
1,243,280 Shares of Inter-connected Enterprises Limited `1 155.41 155.41 155.41
(March 31, 2017: 1,243,280; April 1, 2016: 1,243,280)
[Formerly known as Inter-Connected Stock Exchange of India
Limited]
NIL Shares of Cochin Stock Exchange Limited (March 31, `10 - - 4.93
2017: NIL; April 1, 2016: 9,865)
25 Shares of Daewoo Motors India Limited (March 31, 2017: `10 0.00 0.00 0.00
25; April 1, 2016: 25)
100 Shares of J F Laboratories Limited (March 31, 2017: 100; `10 0.00 0.00 0.00
April 1, 2016: 100)
100 Shares of Tata Finance Limited (March 31, 2017: 100; April `10 0.01 0.01 0.01
1, 2016: 100)
300 Shares of Royal Airways Limited (March 31, 2017: 300; `10 0.01 0.01 0.01
April 1, 2016: 300)
100 Shares of Media Video Limited (March 31, 2017: 100; April `10 0.00 0.00 0.00
1, 2016: 100)
100 Shares of Omega Interactive Techn. Limited (March 31, `10 0.00 0.00 0.00
2017: 100; April 1, 2016: 100)
Total Unquoted Investments (A)   157.64 157.64 162.57

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 Particulars Face As at As at As at
Value March 31, 2018 March 31, 2017 April 1, 2016
(B) Quoted Investment, Fully paid up      
Equity Shares at FVTPL      
50,000 Shares of Healthfore Technologies Limited (March 31, `10 3.82 12.60 14.53
2017: 50,000; April 1, 2016: 50,000)
NIL Shares of Cholamandalam DBS Finance Limited (March `10 - 0.01 0.01
31, 2017: 100; April 1, 2016: 100)
1,500 Shares of Eskay Knit (India) Limited (March 31, 2017: `1 0.00 0.00 0.00
1,500; April 1, 2016: 1,500)
NIL Shares of Glenmark Pharma Limited (March 31, 2017: 41; `1 - 0.06 0.06
April 1, 2016: 41)
5 Shares of India Bulls Real Estate Limited (March 31, 2017: 5; `2 - - -
April 1, 2016: 5)
3,500 Shares of Indian Sucrose Limited (March 31, 2017: 3,500; `10 0.14 0.14 0.14
April 1, 2016: 3,500)
NIL Shares of Kotak Mahindra Bank Limited (March 31, 2017: `5 - 0.01 0.01
10; April 1, 2016: 10)
11,165 Shares of LML Limited (March 31, 2017: 11,165; April 1, `10 2.62 2.62 2.62
2016: 11,165)
NIL Shares of Lupin Limited (March 31, 2017: 40; April 1, 2016: `2 - 0.05 0.05
40)
NIL Shares of Mefcom Agro Limited (March 31, 2017: 100; April `10 - 0.02 0.02
1, 2016: 100)
20,212 Shares of Reliance Industries Limited (March 31, 2017: `10 40.98 40.98 40.98
20,212; April 1, 2016: 20,212)
400 Shares of Wockhardt Limited (March 31, 2017: 400; April 1, `5 1.40 1.40 1.40
2016: 400)
15,090 Shares of ZEE Entertainment Enterprises Limited (March `1 4.72 4.72 4.72
31, 2017: 15,090; April 1, 2016: 15,090)
Total Quoted Investments (B)   53.69 62.61 64.53
Gross Total of Quoted and Unquoted Investments (C= A+B)   211.33 220.25 227.10
Less: Provision for Dimunition in the Value of Investments -        
Unquoted:        
- Shree Vaishnavi Dyeing Limited   (2.20) (2.20) (2.20)
-Daewoo Motors India Limited   (0.00) (0.00) (0.00)
-J F Laboratories Limited   (0.00) (0.00) (0.00)
-Tata Finance Limited   (0.01) (0.01) (0.01)
-Royal Airways Limited   (0.01) (0.01) (0.01)
-Media Video Limited   (0.00) (0.00) (0.00)
-Omega Interactive Techn. Ltd.   (0.00) (0.00) (0.00)
Quoted:        
-Cholamandalam DBS Finance Limited   - (0.01) (0.01)
-Eskay Knit (India) Limited   (0.00) (0.00) (0.00)
-Glenmark Pharma Limited   - (0.06) (0.06)
-Indian Sucrose Limited   (0.14) (0.14) (0.14)
-Kotak Mahindra Bank   0.00 (0.01) (0.01)
-LML Limited   (2.62) (2.62) (2.62)
-Lupin Limited   - (0.05) (0.05)
-Mefcom Agro Limited   - (0.02) (0.02)
-Reliance Industries Limited   (40.98) (40.98) (40.98)
-Wockhardt Limited   (1.40) (1.40) (1.40)
-ZEE Entertainment   (4.72) (4.72) (4.72)
Total Provision (D)   (52.10) (52.24) (52.24)
Total Unquoted and Quoted Investments Net of Provision   159.23 168.00 174.87
(E=C+D)

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 Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Aggregate amount of :      
-Quoted Investments 53.69 62.61 64.53
-Unquoted Investments 157.64 157.64 162.57
-Provision for Diminution in Value of Investments 52.10 52.24 52.24
Market Value of Quoted Investments (Provided for) 269.40 354.02 276.01
Market Value of Quoted Investments (Not Provided for) 3.82 12.60 14.53
Note: (1) The Company in its standalone financial statements considered the Dion Global Investment Shares Trust (“Trust”) as
a separate legal entity and hence recognized the investment in Trust as per Ind AS 27 whereby the Company also opted to
recognize the said investment at fair value through profit & loss resulting in a loss of ` 1,667.35 Lakhs for the year ended March
31, 2018. But on consolidation, considering the principles & relevant guidance of Ind AS 110 & 32, the loss on investment in
Trust is reversed thereby causing gain of ` 1,667.35 Lakhs for the year ended March 31, 2018. Further, the equity shares held by
the Trust were treated as treasury shares whose gross value is being reduced from total equity. Consequently, total equity in
Consolidated Financial Statements gets reduced by ` 4,960.08 Lakhs as at March 31, 2018.
(2) Figures are 0.00 due to rounding off norms adopted by the group.

9 Other Financial Assets (Non- Current)

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016

Other Bank balances (Refer Note 16.1)    

- Fixed Deposit Account 2.37 74.60 72.64

-Debt Service Reserve Account - - 306.25

Total 2.37 74.60 378.89

10 Deferred Tax Assets

10.1 The balance comprises temporary differences attributable to:
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
(a) Deferred Tax (Assets)/Liabilities      
Accumulated losses in Dion Global Solutions (London) Limited 383.32 341.44 398.74
Net deferred tax Assets/(Liabilities) 383.32 341.44 398.74
(b) MAT credit Entitlement - - -
Total Deferred tax Assets/(Liabilities) 383.32 341.44 398.74

10.2 Movement in Deferred tax (Liabilities)/Assets

Particulars Accumulated losses in Total
Dion Global Solutions
(London) Limited
At April 1, 2016 398.74 398.74
(Charged)/credited:-    
-to other Comprehensive Income - -
- Foreign currency translation reserve (57.30) (57.30)
At March 31, 2017 341.44 341.44
(Charged)/credited:-    
-to other Comprehensive Income - -
- Foreign currency translation reserve 41.88 41.88
At March 31, 2018 383.32 383.32

11 Non- Current Tax Assets (Net)

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016

Advance Income Tax 367.90 532.07 973.16

Total 367.90 532.07 973.16

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12 Other Non- Current Assets
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Balances with Service Tax Authorities 50.00 50.00 50.00
Goods and Services Tax Recoverable 42.68 46.31 45.16
Prepaid Expenses 37.67 2.21 18.49
Total 130.34 98.52 113.65

13 Loans- Current Financial Assets

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Inter Company Deposits including Interest accrued thereon to      
related parties (refer Note No. 50)
Unsecured, Considered Good 669.18 9,060.72 7,550.15
Unsecured, Considered Doubtful 8,500.09 - -
Less: Allowance for Expected Credit Loss Allowance (8,500.09) - -
Total 669.18 9,060.72 7,550.15
Other Loans and Advances      
Unsecured Considered Good      
Security Deposits 283.22 150.08 128.72
Total 952.40 9,210.80 7,678.87
Note 13.1: Ind AS 109 requires the Group to adopt a expected credit loss (ECL) model to provide for expected credit losses
within the next twelve months on a scientific basis. According to the standard, the Group needs to access the significance of
credit risk and its movement since its initial recognition for all receivables. ECL on individual large exposures and credit impaired
loans are generally measured individually. The Group had to provide for all the loans given to RHC IT Solutions Private Limited
(RHC IT) due to lack of virtual certainty of repayment considering their consistent historical losses.

14 Trade Receivables
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Unsecured, Considered Good 2,887.95 3,511.70 3,578.65
Unsecured, Considered Doubtful 3,920.20 3,235.42 3,678.03
  6,808.15 6,747.12 7,256.68
Less: Allowance for Expected Credit Loss (3,920.20) (3,235.42) (3,678.03)
Total 2,887.95 3,511.70 3,578.65

15 Cash and Cash Equivalents

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Cash and Cash Equivalents    
Cash in Hand 0.18 0.21 0.07
Balances with Banks in :    
- Current Account 600.07 1,028.59 249.13
Total 601.15 1,028.80 249.20

16 Other Bank Balances

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Fixed Deposits (Refer Note 16.1) 72.21 2,500.00 -
Debt Service Reserve Account 37.78 306.25 -
Total 104.99 2,806.25 -

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16.1
Particulars of Fixed Deposits (FDR) As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
FDR Balances with Bank Total *Kept as Free Total *Kept as Free Total *Kept as Free
Securities from any Securities from Securities from
Lien any any
Lien Lien
- Upto 12 Months Maturity from Re- 72.21 72.21 - 2,500.00 2,500.00 - - - -
porting Date
-Debt Service Reserve Account - - - 306.25 306.25 - - - -
maintained through out the loan
tenor of 4 years from Indusind Bank
Ltd.
-Debt Service Reserve Account 32.78 32.78 - - - - - - -
maintained through out the loan
tenor of 1 year from Axis Bank Ltd.
Shown as Current Assets 104.99 104.99 - 2,806.25 2,806.25 - - - -
-More than 12 Months Maturity from 2.37 2.37 - 74.60 74.60 - 72.64 72.64 -
the Reporting Date
-Debt Service Reserve Account - - - - - - 306.25 306.25 -
maintained through out the loan
tenor of 4 years from Indusind Bank
Ltd.
Shown as Non-Current Assets 2.37 2.37 - 74.60 74.60 - 378.89 378.89 -
Total 107.36 107.36 - 2,880.85 2,880.85 - 378.89 378.89 -

* Detail of FDR kept as Securities

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
FDR Pledged with Statutory Departments - Non-Current 2.37 48.30 72.64
FDR Pledged with Statutory Departments - Current 44.98 - -
Debt Service Reserve account - Non- Current - - 306.25
Debt Service Reserve account - Current 32.78 306.25 -
FDR against Bank Guarantees - Non-Current - 26.30 -
FDR against Bank Guarantees - Current 27.23 2,500.00 -
Total 107.36 2,880.85 378.89

17 Other Financial Assets

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Other Receivables from Related Parties    
Unsecured Considered Good 450.62 633.37 393.76
Unsecured Considered Doubtful 606.86 - -
Less: Allowance for Expected Credit Loss (606.86) - -
  450.62 633.37 393.76
Unbilled Revenue 1,749.36 1,992.40 1,562.74
Interest Accrued on Fixed Deposits 7.83 28.60 10.92
Total 2,207.81 2,654.37 1,967.42

18 Other Current Assets

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Balances with Service Tax Authorities / GST 74.32 21.21 8.86
Staff Advances 279.08 212.92 177.09
Advance to Vendors 1,217.66 1,740.40 593.79
Prepaid Expenses 382.22 522.12 401.59
Total 1,953.27 2,496.65 1,181.33

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19 Equity Share Capital

Particulars As at March 31, 2018 As at March 31, 2017 As at April 1, 2016

Number Amount Number Amount Number Amount

Authorised            

Equity Shares of ` 10/- each 70,000,000 7,000.00 70,000,000 7,000.00 70,000,000 7,000.00

Preference Shares of ` 10/- each 15,000,000 1,500.00 15,000,000 1,500.00 15,000,000 1,500.00

Total 85,000,000 8,500.00 85,000,000 8,500.00 85,000,000 8,500.00

Issued, Subscribed and Fully Paid Up            

Equity Shares of ` 10/- each            

Opening Balance 32,227,406 3,222.74 32,227,406 3,222.74 32,227,406 3,222.74

Additions during the year - - - - - -

Deductions - - - - - -

Closing Balance 32,227,406 3,222.74 32,227,406 3,222.74 32,227,406 3,222.74

1% Non Convertible Cumulative Redeemable - - - - - -

Preference shares of ` 10/- each*

Total 32,227,406 3,222.74 32,227,406 3,222.74 32,227,406 3,222.74

* 1% Non Convertible Cumulative Redeemable Preference shares has been reclassified as Non- Current Borrowings as per IND
AS provisions.
19.1 The Rights, Preferences and Restrictions attaching to Each Class of Shares including Restrictions on the Distribution of Dividends
and the Repayment of Capital as under:
The Company has only one class of equity shares having a par value of ` 10 per share. Each shareholder is entitled to one vote
per share. The Company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of the Directors is
subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended March 31, 2018 the
amount per share recognized as distribution to equity holders was ` Nil (March 31, 2017 ` Nil). The total dividend appropriation
for the year ended March 31, 2018 amounts to ` Nil (March 31, 2017 ` Nil). In the event of the liquidation of the Company,
the holder of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all
preferential amounts. The distribution will be in proportion of the number of the equity shares held by the equity share holders.
19.2 The following hold more than 5% equity shares:

Name of Shareholder As at March 31, 2018 As at March 31, 2017 As at April 1, 2016

No. of % of No. of % of No. of % of

Shares held Holding Shares held Holding Shares held Holding

Dion Global Investment Shares Trust 4,111,842 12.76 4,111,842 12.76 4,111,842 12.76
(Shares are held in the name of Trustee)

RHC Holding Private Limited 7,059,008 21.90 7,659,008 23.77 7,659,008 23.77

Tech Mahindra Limited 5,147,058 15.97 5,147,058 15.97 5,147,058 15.97

Oscar Investments Limited 2,236,596 6.94 2,236,596 6.94 2,236,596 6.94

Shivi Holdings Private Limited 2,390,883 7.42 2,390,883 7.42 2,390,883 7.42

Malav Holdings Private Limited 2,278,489 7.07 2,278,489 7.07 2,278,489 7.07

19.3 Other Disclosures:

Out of above fully paid up equity shares of ` 10/- each, 4,111,842 equity shares were issued to Dion Global Investment Shares
Trust* (sole beneficiary of which is Dion Global Solutions Limited). The Equity Shares were issued to the Trust, without any payment
being made, pursuant to a Scheme of Arrangement as sanctioned by the Hon’ble High Court of Delhi vide its order dated July
28, 2010.
* The Company in its standalone financial statements considered the Dion Global Investment Shares Trust (“Trust”) as a separate
legal entity and hence recognized the investment in Trust as per Ind AS 27. On consolidation, the equity shares held by the Trust
were treated as treasury shares whose gross value is being reduced from total equity.

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20 Other Equity
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
A. Reserve and Surplus      
(i) Securities Premium Reserve      
Balance Outstanding at the Beginning of the Year 2,847.91 2,847.91 2,847.91
Add: Additions During the Year - - -
Less: Utilised During the Year - - -
Balance Outstanding at the End of Year 2,847.91 2,847.91 2,847.91
(ii) Capital Reserves      
Balance Outstanding at the Beginning of the Year 139.31 139.31 139.31
Add: Additions During the Year - - -
Less: Utilised During the Year - - -
Balance Outstanding at the End of Year 139.31 139.31 139.31
(iii) Own Shares Reserve (4,960.08) (4,960.08) (4,960.08)
Add: Additions During the Year - - -
Less: Utilised During the Year - - -
Balance Outstanding at the End of Year (4,960.08) (4,960.08) (4,960.08)
(iv) Foreign Currency Translation Reserve      
Balance Outstanding at the Beginning of the Year (1,893.25) - -
Add: Transfer During the Year 895.74 (1,893.25) -
Balance Outstanding at the End of Year (997.51) (1,893.25) -
(v) Retained Earnings      
Balance Outstanding at the Beginning of the Year (7,085.45) (2,375.50) (2,375.50)
Add: Net Profit/(Loss) for the Current Year (49,500.36) (4,244.95) -
Less: Adjustment on Liquidation of Subsidiaries* - (403.67) -
Add: Remeasurement of Post Employment Benefit Obligation (Refer 24.14 (61.33) -
Note 20.2)
Balance Outstanding at the End of Year (56,561.67) (7,085.45) (2,375.50)
Total (i+ii+iii+iv+v) (59,532.04) (10,951.56) (4,348.37)
*Adjustment of accumulated lossess related to the subsidiaries dissolved w.e.f. April 19, 2016
20.1 Nature and Purposes of Reserves
Securities Premium Reserves
Securities premium reserves is used to record the premium on issue of shares. The reserve is utilised in accordance with the
provision of the Companies Act, 2013.
Capital Reserve
This represents appropriation of profit by the Group.
Own Shares Reserve
The equity shares held by Dion Global Investment Shares Trust were treated as treasury shares whose gross value is being
reduced from total equity.
Retained Earnings
This comprise Group’s undistributed profit after taxes.
20.2 This is an item of Other Comprehensive Income, recognised directly in retained earnings.
21 Non- Controlling Interest

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016

Non- Controlling Interest 957.38 686.09 916.61

Total 957.38 686.09 916.61

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22 Non - Current Borrowings
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Secured Borrowings-      
Non-Current Maturities of Term Loans from Banks - - 414.94
Preference Shares 972.45 2,639.80 3,131.17
Unsecured Borrowings-      
Non-Current of Loans from Related Parties 9,497.12 - -
Total 10,469.57 2,639.80 3,546.11

22.1 The requisite particulars of Non - Current Borrowings are as under-

Particulars As at As at As at Details
March 31, 2018 March 31, 2017 April 1, 2016

Secured Borrowings       Term Loan was secured by first pari passu

charge on all present & future current &
Term Loan from Indusind - 1,666.18 3,180.78
movable property, plant and equipment
Bank Limited
and intiagible assets of the Company at
Current Maturity - 1,666.18 3,180.78 the rate of Interest of 12.05% to 12.10% p.a.
whose repayment was in 6 equal semi-
Non - Current Amount - - - annual instalments after a moratorium of
1 year.
Term Loan from YES Bank - 414.94 1,233.15 Term Loan was secured by first pari passu
Limited charge on all present & future current &
movable fixed assets of the Company at
Current Maturity - 414.94 818.21
the rate of Interest of 11.25% p.a. whose
Non - Current Amount - - 414.94 repayment was in 12 quarterly equal
instalments after a moratorium of 1 year.
There was put/call option at the end of
18 months from the date of disbursement
and every 6 months thereafter.
Preference Shares* 972.45 2,639.80 3,131.17 On September 28, 2011, the Company
has allotted 1,00,00,000 fully paid up Non
Current Maturity - - -
Convertible Cumulative Redeemable
Non - Current Amount 972.45 2,639.80 3,131.17 Preference Shares (“Preference Shares”)
of ` 10 each at a premium of ` 190
        per share aggregating ` 20,000 Lakhs.
The entire Preference Shares shall be
redeemed, in one or more tranches, at
any time within 20 years from the date of
allotment at the amount equivalent to the
sale proceeds of the Shares held in Dion
Global Investment Shares Trust, subject to
compliance with provisions of applicable
enactments. The sale proceeds will be the
full and final redemption price to be paid
on redemption of Preference Shares and
shall not be paid any additional amounts,
cost, charge and/or premium on the
same.
Toal Secured Borrowings 972.45 2,639.80 3,546.11  
Unsecured Borrowings        
Loan from Oscar 555.33 - - Loan is repayable along with Interest
Investments Limited accrued @ 14.50% p.a. on December 7,
2020.
Current Maturity - - -
Non - Current Amount 555.33 - -

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 Particulars As at As at As at Details
March 31, 2018 March 31, 2017 April 1, 2016

Loan from RHC Holding 2,189.51 - - Loan is repayable along with Interest
Private Limited** accrued @ 14.50% p.a. on May 4, 2020.
Current Maturity - - -
Non - Current Amount 2,189.51 - -
Loan from Fortis Healthcare 6,752.28 - - Loan is repayable along with Interest
Holdings Private Limited*** accrued @ 14.50% p.a. on May 4, 2020.
Current Maturity - - -
Non - Current Amount 6,752.28 - -
Total Unsecured Borrowings 9,497.12 - -  
Grand Total 10,469.57 2,639.80 3,546.11  
* The Preference shares issued by the Company, shall be redeemed at the amount equivalent to the sale proceeds of the shares
held in the Dion Global Investment Shares Trust (Trust) (subject to compliance of the provisions of applicable enactments), has
been classified as a financial liability and further the same also contains an embedded derivative whereby the entire instrument
has been recognized at fair value through profit and loss resulting in gain of ` 1,667.35 Lakhs for year ended March 31, 2018.
By taking option of fair value for investment in Trust, there will be no impact on standalone financials as the fair value gain on
Preference Shares will be offset by the fair value loss on the investment in Trust.
** During FY17-18, Axis Bank invoked guarantee via sale of shares of Religare Enterprises Limited held by RHC Holding Private
Limited (RHC Holding) which were pledged as security by the promoters of the Company for the loan taken by the Company
and proceeds of ` 454.26 Lakhs has been adjusted towards the principal outstanding of loan. The amount which was payable
to Axis Bank is now payable to RHC Holding as these shares were held by RHC Holding.
*** (a) During FY17-18, Axis Bank invoked guarantee via sale of shares of Fortis Healthcare Limited held by Fortis Healthcare
Holdings Private Limited (FHHL) which were pledged as security by the promoters of the Company for the loan taken by the
Company and proceeds of ` 6,446.59 Lakhs has been adjusted towards the principal outstanding of loan. The amount which
was payable to Axis Bank is now payable to FHHL as these shares were held by FHHL.
(b) During FY17-18, Yes Bank invoked guarantee via sale of shares of Religare Enterprises Limited held by Fortis Healthcare
Holdings Private Limited (FHHL) which were pledged as security by the promoters of the Company for the loan taken by the
Company and proceeds of ` 305.69 Lakhs has been adjusted towards the principal outstanding of loan and penal interest. The
amount which was payable to Yes Bank is now payable to FHHL as these shares were held by FHHL.

23 Other Financial Liabilities

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016

Investment consideration payable (Refer Note 28.1) - - 250.32

Security Deposit 3.46 5.94 6.03

Interest Accrued but not Due on Borrowings* 2,360.34 - -

Total 2,363.80 5.94 256.35

*As per MOU entered into by the Company with Related Parties, repayment of loans along with interest accrued is due after 12
months from the reporting date, hence Interest accrued but not due on these loans has been reclassified from Current Liabilities
to Non- Current Liabilities.

129
24 Other Liabilities (Non- Current)

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016

Income received in Advance 44.27 56.34 79.88

Total 44.27 56.34 79.88

25 Provisions

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016

Provision for Employee Benefits (Refer Note 32)      

Gratuity 198.60 237.34 162.85

Leave encashment 797.69 689.41 726.26

Pension and Other Obligations 4,175.58 3,095.49 3,118.33

Total 5,171.87 4,022.24 4,007.44

26 Deferred Tax Liability

26.1 The balance comprises temporary differences attributable to:

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016

(a) Deferred Tax (Assets)/Liabilities      

Property, Plant and Equipment   (14.87) - -

Accumulated Tax Losses 14.87 - -

Accumulated Tax Losses-Dion Global Solutions (London) Limited 383.32 341.44 398.74

Less: Deferred Tax not setoff (Refer note 10) (383.32) (341.44) (398.74)

Net Deferred Tax Assets/(Liabilities) - - -

(b) MAT credit Entitlement - - -

Total Deferred Tax Assets/(Liabilities) - - -

26.2 The Holding Company has unabsorbed depreciation and carry forward losses under the Income Tax Act, 1961 of India. The
Holding Company has recognised the deferred tax asset to the extent of deferred tax liability as there is uncertainty of taxable
income in future and hence the reversal of deferred tax asset. The Holding Company does not have any deferred tax liabilty
for the previous year ended March 31, 2017 and as at April 1, 2016. Accordingly no deferred tax asset and liability has not been
recognised in the books of accounts for the previous year ended March 31, 2017 and as at April 1, 2016.
26.3 Movement in Deferred Tax (Liabilities)/Assets

Particulars Property, Plant and Tax Losses Total

Equipment

As at April 1, 2016 - - -

(Charged)/Credited-      

- to Profit & Loss - - -

- to Other Comprehensive Income - - -

As at March 31, 2017 - - -

(Charged)/Credited-      

- to Profit & Loss (14.87) 14.87 -

- to Other Comprehensive Income - - -

As at March 31, 2018 (14.87) 14.87 -

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27 Current Borrowings
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Secured Borrowings-      
Loans from Banks 34,020.91 16,398.62 17,175.91
Unsecured Borrowings-      
Loans from Related Parties 4,720.59 27,258.08 16,590.22
Loans from Directors/Previous Directors 705.98 662.86 365.56
Total 39,447.48 44,319.56 34,131.69

27.1 The requisite particulars of Current Borrowings are as under-

Particulars As at As at As at Details
31 March 2018 31 March 2017 April 1, 2016

Secured Borrowings        

(A) Secured Loans from      

Banks

Axis Bank 6,874.08 - - Short Term Loan is secured by corporate guarantee

(In Dion Global and personal guarantee of the promoters at
Solutions Limited) the rate of Interest of Axis Bank’s 6 months MCLR
plus 1.85% p.a., bullet repayment at the end of
12 months from the date of first disbursement.
There is put option after 6 months from the date
of first disbursement to pre-pay the outstanding
amount of the facility or any part thereof.
During the current year, there has been default in
payment of interest amounting to ` 262.03 Lakhs
pertaining to the period January 1, 2018 - March
31, 2018. Axis Bank has invoked guarantee via (i)
sale of shares of Fortis Healthcare Limited held by
Fortis Healthcare Holdings Private Limited and sale
of shares of Religare Enterprises Limited held by
RHC Holding Private Limited which were pledged
as security by the promoters of the Company and
proceeds of ` 6,446.59 Lakhs and ` 454.26 Lakhs
respectively has been adjusted towards the principal
outstanding. The bank has recalled all its facilities
and loan along with accrued interest is payable by
the Company on immediate basis.

Yes Bank 3,290.00 3,300.00 3,300.00 Working Capital Demand Loan secured by
(In Dion Global corporate guarantee and first pari passu charge
Solutions Limited) on all present and future current & movable fixed
assets of the Company at the rate of Interest of
16.50% p.a., repayment on December 29, 2017.
During the current year, there has been default
in payment of interest amounting to ` 33.74 Lakhs
pertaining to the period March 1, 2018- March 31,
2018. The bank has recalled all its facilities and
loan along with accrued interest is payable by the
Company on immediate basis.

131
 Particulars
31 March 2018 31 March 2017
Yes Bank 13,656.96
(In Dion Global
Solutions Limited)
- Axis Bank
(In Regius Overseas
Holding Co. Ltd.)
Loan from ICICI Bank
UK Plc
(In Regius Overseas
Holding Co. Ltd.)
Overdraft with Bank
(In Dion Global
Solutions Limited)
-Overdraft with Bank
(In Dion Global
Solutions (London)
Limited)
- Overdraft with Bank
(In Dion Global
Solutions GMBH)
Total Secured 34,020.91
Borrowings (A)
www.dionglobal.com
As at As at As at Details
April 1, 2016
- - Yes Bank Limited (YBL) had issued a Stand by
Letter of Credit (SBLC) in favour of Yes Bank
IBU, Gift City Gujarat (YBL IBU) on behalf of
Regius Overseas Holding Co. Ltd. (ROHCL),
a wholly owned subsidiary of the Company.
Facility is secured by corporate guarantee and
pledge of shares. Consequent upon the payment
defaults by the ROHCL, YBL IBU invoked the said
SBLC and YBL paid the requisite amount to YBL IBU
on February 21, 2018 at the request of the Company
on behalf of ROHCL. As at the reporting date, an
amount along with additional interest (@21% p.a.)
and penalty amount of ` 17,426.00 Lakhs is due and
payable to YBL.
Consequent upon the payment defaults by the
Company, the account of the Company, in respect
of the all facilities granted to the Company, has been
classified as non-performing asset on May 21, 2018 in
accordance with the directions / guidelines issued
by the RBI. Further, YBL vide its letter dated July 23,
2018 has issued the Guarantee Invocation Notice to
the Guarantors in respect of all the facilities granted
to the Company.
9,770.49 - - Axis Bank Hong Kong has given a loan facility in USD
equivalent of ` 10,000 Lakhs. The loan carries interest
at the rate of 6 months LIBOR + 1.50% to be paid half
yearly. The loan is secured by Stand-by Letter of Credit
(SBLC) issued by Axis Bank, India for an equivalent
amount which expires 20 days after the final maturity
date of the loan facility which is May 25, 2018.
During the current year, there has been default in
payment of interest amounting to ` 108.65 Lakhs
pertaining to the period November 25, 2017 - March
31, 2018.
Subsequent to the reporting date, Axis Bank Hong
Kong invoked the said SBLC and the Axis Bank,
India paid the requisite amount on April 26, 2018
at the request of the Company on behalf of Regius
Overseas Holding Co. Ltd. The said amount along
with additional interest and penalty amount is still
due and payable to Axis Bank, India.
- 12,270.66 13,150.46 ICICI Bank UK Plc had given a facility up to USD 190
lakhs. The loan carried interest at the rate of 1/3
months USD LIBOR + 1.60% per annum. The loan was
secured by an unconditional and irrevocable stand-
by letter of credit (SBLC) for an equivalent amount
which expires 30 days after the final maturity date of
the facility which was Dec 5, 2017.
201.22 145.97 180.59 This is utilization as an open account (overdraft
facility) with Yes Bank for working capital purposes.
Current interest rate is 13.75% p.a.
228.16 203.24 237.35 This is utilization as an open account (overdraft
facility) with Barclays Bank PLC for working capital
purposes. Current Interest rate is 3.50% p.a.
- 478.75 307.51 This is utilization as an open account (overdraft
facility) with Commerzbank AG. Current interest rate
is 6.80% p.a.
16,398.62 17,175.91  
132
Particulars As at As at As at Details
31 March 2018 31 March 2017 April 1, 2016

Unsecured Borrowings        

(A) Unsecured Loans        

from Related Parties

- Loan from Oscar - 509.60 509.60 Loan is repayable on demand along with Interest
Investments Limited* accrued @ 14.50% p.a.

- Loan from RHC - 14,187.00 6,378.00 Loan is repayable on demand along with Interest
Holding Private accrued @ 14.50% p.a.
Limited*

- Loan from RHC 3,069.98 2,277.94 2,407.45 Loan is repayable on demand at the rate of Interest
Financial Services of 8% p.a. payable at quarterly rest or such intervals
(Mauritius) Limited as mutually agreed.
(In Dion Global
Solutions (UK) Limited)

- Loan from RHC 1,650.61 10,283.54 7,295.17 Loan is repayable on demand at the rate of Interest
Financial Services of 8% p.a. payable at quarterly rest or such intervals
(Mauritius) Limited as mutually agreed.
(in Dion Global
Solutions (HK) Limited)

Total Unsecured Loans 4,720.59 27,258.08 16,590.22  

from Related Parties
(A)

(B) Unsecured Loans        

from Directors/Previous
Directors

- Loan from Directors - - 365.56 Loan is repayable before the termination date or as
(In Dion Global mutually agreed at the interest rate of 8% p.a.
Solutions (UK) Limited)

- Loan from Previous 407.89 383.99 - Loan is repayable before the termination date or as
Directors (In Dion mutually agreed at the interest rate of 8% p.a.
Global Solutions (UK)
Limited)

- Loan from Directors - 278.87 - Loan is repayable before the termination date or as
(In Dion Global mutually agreed at the interest rate of 2% p.a.
Solutions (Singapore)
Pte Limited)

- Loan from Previous 298.09 - - Loan is repayable before the termination date at
Directors (In Dion the interest rate of 8% p.a.
Global Solutions
(Singapore) Pte
Limited)

Total Unsecured Loans 705.98 662.86 365.56  

from Directors/Previous
Directors (B)

Total Unsecured 5,426.57 27,920.94 16,955.78  

Borrowings (A+B)

Grand total 39,447.48 44,319.56 34,131.69  

* As per MOU entered into by the Company with Related Parties, repayment of loans along with interest accrued is due
after 12 months from the reporting date, hence these loans have been reclassified to Non- Current Borrowings from Current
Borrowings.

133
28 Trade Payables
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Dues of MSME parties (Refer Note 28.1) - - -
Dues of Other Than MSME Parties 1,949.25 1,997.40 2,937.98
Total 1,949.25 1,997.40 2,937.98

28.1 There are no transaction with micro, small and medium enterprises during the year and as such there is no balance outstanding
as at March 31, 2018.
29 Other Financial Liabilities
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Current Term maturities of Term Loans from Banks - 2,081.13 3,998.99
Current Maturities of Finance Lease Obligations - - 8.87
Investment Consideration Payable (Refer Note 29.1) 802.78 700.73 500.64
Interest Accrued but not Due on Borrowings (Refer Note 29.2) 718.92 2,660.57 188.16
Interest Due on Borrowings 533.68 47.78 52.58
Interest on Investments Consideration Payable 48.50 21.96 -
MTM Derivative Instrument - - 137.79
Provision for Expenses 3,596.59 3,274.24 905.35
Other Financial Liabilities 274.37 130.33 117.57
Total 5,974.84 8,916.73 5,909.95
29.1 Dion UK acquired balance 49% stake in Dion Global Solutions Gmbh on July 29, 2014 and consequently, Dion Gmbh has
become a wholly owned subsidiary. The Investment consideration was payable over the period of 3 years in 3 equal installments.
However, at the reporting date this is still payable along with interest.
29.2 As per MOU entered into by the Company with Related Parties, repayment of loans along with interest accrued is due after 12
months from the reporting date, hence Interest accrued but not due on these loans has been reclassified from Current Liabilities
to Non- Current Liabilities.

30 Other Current Liabilities

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Income Received in Advance 5,720.37 4,842.08 4,388.39
Advance from Customers 48.47 34.75 7.49
Statutory Dues 990.86 895.73 1,346.72
Other Liabilities 861.34 - 94.43
Total 7,621.04 5,772.56 5,837.03

31 Provisions
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Provision for Employee Benefits (Refer Note 32)      
Gratuity 17.53 20.25 18.09
Leave encashment 584.26 646.33 844.92
Total 601.79 666.58 863.01

32 Disclosures as per Ind AS 19 “Employee Benefits” relating to Actuarial Valuation of Gratuity & Leave Encashment Liability:
The Company has a defined benefit gratuity plan in India, governed by the Payment of Gratuity Act, 1972. The plan entitles an
employee, who has rendered at least five years of continuous service, to gratuity at the rate of fifteen days wages for every
completed year of service or part thereof in excess of six months, based on the rate of wages last drawn by the employee
concerned.
Particulars Gratuity (Defined Benefit Plan Leave Encashment
- Unfunded)
FY2017-18 FY2016-17 FY2017-18 FY2016-17
Assumptions as at March 31, 2018        
Discount Rate* 7.50% p.a. 7.50% p.a. 7.50% p.a. 7.50% p.a.
Future Salary Increases** 6.0% to 7.5% 7.5% 7.5% 7.5%

www.dionglobal.com 134
Demographic Assumptions
Mortality Indian Assured Indian Assured Indian Assured Indian Assured
Lives Mortality Lives Mortality Lives Mortality Lives Mortality
(2006-08) Ultimate (2006-08) Ultimate (2006-08) Ultimate (2006-08) Ultimate
Expected Rate of Return on Plan N.A. N.A. N.A. N.A.
Assets
Retirement Age 58 Years 58 Years 58 Years 58 Years
Expected Average Remaining Service 25 25 21 26
Future Salary Increases 6.0% to 7.5% 7.5% 7.5% 7.5%
Employee Turnover 1.0% to 20.0% 2.0% to 20.0% 2.0% to 20.0% 2.0% to 20.0%
*Discount rate is based on the prevailing market yields of Indian Government securities as at each reporting for the estimated
term of the obligations.
**Estimates of future compensation increases considered take into account the inflation, seniority, promotion and other relevant
factors.
Other Details
Particulars Gratuity (Defined Leave Encashment
Benefit Plan - Unfunded)
FY2017-18 FY2016-17 FY2017-18 FY2016-17
I. Changes in Present Value of Obligations        
Present Value of Obligation at April 1, 2017 257.59 180.94 38.44 30.42
Interest Cost 17.23 14.48 2.41 2.32
Current Service Cost 32.78 33.87 5.35 53.36
Liabilities assumed on transferred employees - - - -
Benefits Paid 67.33 33.04 9.96 10.62
Actuarial Gain/(Loss) on Obligation 24.14 (61.33) 8.44 37.05
Present Value of Obligation at March 31, 2018 216.13 257.59 27.80 38.44
II. Changes in Fair Value of Plan Assets        
Fair Value of Plan Assets at April 1, 2017 N.A. N.A. N.A. N.A.
Expected Return of Plan Assets - - - -
Benefits Paid - - - -
Actuarial Gain / (Loss) on Plan Assets - - - -
Fair Value of Plan Assets at March 31, 2018 N.A. N.A. N.A. N.A.
III. Amounts to be recognised in the Balance Sheet        
Present Value of Obligation at March 31, 2018 216.13 257.59 27.80 38.44
Fair Value of Plan Assets at March 31, 2018 - - - -
Amount received/receivable on transfer of employees - - - -
Un-funded Liability at March 31,2018 216.13 257.59 27.80 38.44
Un-recognized Actuarial Gain /(Loss) - - - -
Net (Asset)/Liability recognised in the Balance Sheet 216.13 257.59 27.80 38.44
IV. Expense recognised in the Statement of Profit and Loss        
Interest Cost 17.23 14.48 2.41 2.32
Current Service Cost 32.78 33.87 5.35 53.36
Expected Return on Plan Assets - - - -
Net Actuarial Gain /(Loss) recognized for the period - - 8.44 37.05
Expense recognized in the Statement of Profit and Loss 50.01 48.35 (0.68) 18.63
V. Amount recognised in the Other Comprehensive Income        
Actuarial changes arising from changes in demographic assumptions - - N.A. N.A.
Actuarial changes arising from changes in financial assumptions - - N.A. N.A.
Experience Adjustments 24.14 (61.33) N.A. N.A.
VI. Bifurcation of Present Value of Obligation as at March 31, 2018 as per        
Schedule III of the Companies Act, 2013        
Current Liability 17.53 20.25 3.17 4.01
Non-Current Liability 198.60 237.34 24.63 34.43
Total of Present Value of Obligation as at March 31, 2018 216.13 257.59 27.80 38.44

135
 Sensitivity Analysis
Impact on Defined Benefit Obligation March 31, 2018 March 31 2017 March 31, 2018 March 31 2017
Discount Rate (100 basis points)- Increase 195.22 234.42 25.55 35.23
-Decrease 238.72 285.08 30.43 42.25
Future Salary Growth (100 basis points)- Increase 237.18 276.10 30.56 42.42
-Decrease 195.07 238.90 25.40 35.02
Withdrawal Rate (100 basis points)- Increase 215.00 260.43 27.81 38.46
-Decrease 215.27 254.18 27.78 38.42
The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit
obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
The following payments are expected contributions to the defined benefit plan in future years:
Particulars March 31, 2018 March 31 2017
Within the next 12 months (next annual reporting period) 17.45 24.30
Between 2 and 5 years 64.39 82.88
Between 5 and 10 years 84.20 92.62
Total Expected Payment 166.04 199.80
The average duration of the defined benefit plan obligation at the end of the reporting period is 15.91 years (March 31, 2017:
16.07 years).

33 Revenue from Operations

Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
Sale of Products    
License Fees and Annual Maintenance 4,547.02 4,979.90
Sale of Services    
Software Development 6,154.38 7,309.21
Subscription / Data Content Feed 12,362.70 11,325.18
Total 23,064.10 23,614.29

34 Other Income
Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
Interest Income* 204.07 1,109.88
Net Gain on Sale of Non- Current Investments 0.80 -
Other Non Operating Income (net of expenses)-    
Bad Debts Recovered - 1.00
Balances Written Back - 226.41
Interest on Income Tax Refund 52.10 91.38
Profit on Sale of Fixed Assets 1.91 -
Fair Value Gain on FVTPL liability 1,667.35 491.37
Miscellaneous Income 434.24 364.69
Total 2,360.47 2,284.73
*Considering the remote possibility of realisability of the income, no further interest income have been recognised in FY2017-18
as the Company has provided for the loans given to RHC IT Solutions Private Limited due to lack of virtual certainty of repayment
considering their consistent historical losses.

35 Employee Benefit Expenses

Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
Salaries and Wages 12,534.37 12,771.63
Contribution to Provident and Other Funds 720.18 827.50
Staff Welfare Expenses 1,279.13 1,171.98
Total 14,533.68 14,771.11

www.dionglobal.com 136
36 Finance Costs
Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
Interest Expense    
-On Corporate Loans 2,065.97 2,797.97
-On Bank Loans 2,649.66 1,188.87
-On Others 0.00 4.17
Other Borrowing Costs 585.49 460.26
Total 5,301.12 4,451.27

37 Depreciation and Amortization

Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
Depreciation of Property, Plant & Equipment 117.99 181.24
Amortization of Intangible Assets 2,453.42 1,706.62
Total 2,571.41 1,887.86

38 Other Expenses
Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
Rent 1,103.05 1,205.71
Repairs & Maintenance 339.48 602.50
Insurance 192.54 232.32
Rates and Taxes, excluding Taxes on Income 60.29 70.58
Advertisement and Sales Promotion 184.73 281.11
Provision for Doubtful Debts & Advances 341.54 3.56
Provision for Advance givan to Related Party 606.86 -
Balances Written Off 232.12 -
Legal and Professional Charges 510.85 512.78
Membership, Subscription and Empanelment Fees 250.47 298.00
Travelling and Conveyance 694.01 729.11
Electricity and Water Expenses 90.85 118.78
Postage and Telephone 616.74 546.79
Printing and Stationery 18.15 29.23
Exchange Fluctuation (Net) 2,084.11 484.48
Bank Charges 492.84 39.58
Database Management and Software Expenses 299.04 331.70
Other Operating Expenses 2,321.47 2,111.57
Payment to Auditors (Refer Note 38.1) 85.61 82.24
Loss on Sale of Investments - 0.49
Loss on Fair Valuation of Investments in Equity Instruments 8.78 1.93
Miscellaneous Expenses 102.49 207.34
Total 10,636.02 7,889.80

38.1 Payment to Auditors*

Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
As Auditor:    
Statutory Audit Fees 83.47 79.83
Tax Audit Fees 0.75 0.75
In Other Capacity :    
Other Services 1.00 1.49
Reimbursement of Expenses 0.39 0.17
Total 85.61 82.24
* Excluding Goods and Services Tax

137
39 Exceptional items
For the Year Ended For the Year Ended
Particulars
March 31, 2018 March 31, 2017
Provision for Impairement of Goodwill on Consolidation 33,443.43 -
Expected Credit Loss Allowance on Inter Corporate Loans given along with
8,500.09 -
Interest Accrued
Redundancy Costs of Employees - 1,245.21
Total 41,943.52 1,245.21

40 Tax Reconciliation
Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
Loss Before Tax as per Profit and Loss Statement (49,561.18) (4,346.23)
Tax as per the applicable Tax Rates (12,762.00) (1,342.98)
Income Exempt from Tax - -
Tax on Non-Deductible Expenses 12,637.35 946.33
Deferred Tax Assets not recognised on the Loss 124.65 396.65
Total - -

Particulars For the Year Ended For the Year Ended

March 31, 2018 March 31, 2017
Current Tax - -
Deferred Tax - -
Tax Expense reported in the Statement of Comprehensive Income - -

41 Components of Other Comprehensive Income (OCI)

Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
Items that will not be reclassified to Profit or Loss-
Re-measurement gains (losses) on Defined Benefit Plans 24.14 (61.33)
Items that will be reclassified to Profit or Loss-
Exchange Differences on translation of Foreign Operations 1,229.96 (1,895.80)
Total 1,254.10 (1,957.13)

42 Earnings per Share (EPS)

Basic Earnings per Share
The calculation of basic earnings per share for the year ended March 31, 2018 is based on profit/(loss) attributable to equity
shareholders of ` (49,500.36 Lakhs) [previous year ` (4,244.95 Lakhs)] and weighted average number of equity shares outstanding
of 32,227,406 [previous year 32,227,406].
Diluted Earnings per Share
The calculation of diluted earnings per share for the year ended March 31, 2018 is based on profit/(loss) attributable to
equity shareholders of ` (49,500.36 Lakhs) [previous year ` (4,244.95 Lakhs)], and weighted average number of equity shares
outstanding of 32,227,406 [previous year 32,227,406].
The following reflects the income and shares data used in the Basic and Diluted EPS computations:
Particulars For the Year Ended For the Year Ended
March 31, 2018 March 31, 2017
Profit/ (Loss) for the year from Continuing Operations (49,500.36) (4,244.95)
Net Profit/(Loss) attributable to Equity Shareholders for Basic and Diluted EPS (49,500.36) (4,244.95)
Weighted average number of Equity Shares for Basic and Diluted EPS    
Equity Shares outstanding as at March 31, 2018 (Nos. in Lakhs) 322.27 322.27
Less: Treasury Shares (Nos. in Lakhs) 41.12 41.12
Adjusted weighted average number of Equity Shares for Basic and Diluted EPS 281.16 281.16
Nominal Value of Shares (`) 10.00 10.00
Basic Profit/(Loss) per Equity Share (`) (176.06) (15.10)
Diluted Profit/(Loss) per Equity Share (`) (176.06) (15.10)

www.dionglobal.com 138
43 Commitments and Contingencies
a. Operating Leases
Particulars For the Year Ended For the Year Ended As at
March 31, 2018 March 31, 2017 April 1, 2016
Rent [Including minimum lease payments: Nil (2017: Nil)] 1,103.05 1,205.71 1,298.54
The Group has entered into operating lease arrangements for      
office premises. The lease periods range from 12 months to 5
years with options of renewal for further periods with increased
rent. The operating leases are cancelable by the lessor or lessee
with a notice period of up to 3 months.

b. Contingent Liabilities
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
(a) Guarantees      
- Bank Guarantees given by the bankers on behalf of the Company in form 9,770.49 14,770.66 13,150.46
of stand by letter of credit for facilitating working capital to its subsidiary
companies
(b) Other Money for which the Company is contingently liable    
- Disputed Income Tax Demands not provided for 85.34 85.34 85.34
- Disputed Service Tax Demands not provided for 481.62 481.62 481.62
- Disputed VAT/ CST Demands not provided for 89.97 89.97 89.97
- Other contingent liabilities with respect to litigations 17.75 17.75 17.75
 Total 10,445.17 15,445.34 13,825.14
Details of Contingent Liabilities
1 Religare Technova Global Solutions Limited (merged with Dion Global Solutions Limited) has received a demand notice of `
354.54 Lakhs with equal penalty from Commissioner of Service Tax, Div-II, Gr. XII, Bangalore for the period March 1, 2006 to May
15, 2008 alleging non-payment of service tax on “information technology services” provided by the Company on the ground
that said services falls under “Management Consultancy Service”.
The Company has contended the view of the department and has filed a suitable appeal before the Custom Excise Service
Tax Appellate Tribunal ‘CESTAT’, Bangalore against the said order on the ground that the services provided by the company
falls under category Information Technology Software Services ‘ITSS’ under Service Tax Act, 1994 and the Department has
wrongly classified the said services under ‘Management Consultancy Service’. Further ‘ITSS’ has become taxable from May
2008, therefore the services provided by the company before May 08 is a non-taxable service as per the provisions of the
Service Tax Act. The CESTAT after hearing of the case has allowed 80% stay on the merit and directed the Company to deposit `
50 Lakhs against the demand which has been complied with. The case is pending for final hearing before CESTAT, Bangalore.
2 Religare Technova Global Solutions Limited (merged with Dion Global Solutions Limited) has received a Show Cause Notice of
` 122.18 Lakhs dated April 02, 2012 from Commissioner of Service Tax, Div-II, Gr. XII, Bangalore for the period 2008-09 to 2010-11
alleging short payment of tax on software development revenue. The Company has filed suitable reply before Commissioner
of Central Excise (Adjudication), Bangalore against the said SCN notice on the bonafide belief that the tax has been duly
charged and paid on said service as per the provisions prescribed under law for the time being in force.
3 Religare Technova Global Solutions Limited (merged with Dion Global Solutions Limited) has received a demand of ` 75.21
Lakhs and ` 14.75 Lakhs from Assistant Commissioner of Commercial Taxes,(Recovery-22, Bangalore for nonpayment of VAT/
CST liability for the months of February 2006, March 2006, April 2006 to Mar 2007 and from April 2007 to March 2008 respectively.
The Company had preferred appeals before Joint Commissioner of Commercial Taxes (Appeal-2), Bangalore against the said
orders where the demand has been upheld by the Joint Commissioner.
The Company had filed an appeal before Appellate Tribunal, Commercial Tax, Karnataka on the bonafide belief that the
online information service is not liable to VAT. The case proceeding has been completed and order has been passed in favour
of the Company on October 31, 2017. The Company has received refund order on May 17, 2018 for the amount deposited
under protest.
4 Religare Technova Global Solutions Limited (merged with Dion Global Solutions Limited) has received a demand notice of ` 4.90
Lakhs including interest and penalty dated March 9, 2012 from Assistant Commissioner of Service Tax, DIV-II, Gr. XII, Bangalore
for the period 2007-08 to 2010-11 alleging that the Company has wrongly taken input credit on Air travel and catering service.
The Company has filed an appeal against the said demand notice on the bonafide belief that the Cenvat credit taken on air
travel and catering service were exclusively used for business purpose and it is duly allowable as per law.
The hearing in the subject matter has been done and allowed in the favour of the Company subject to verification of travel
record to prove that the travel were undertaken for official purposes. The verification is to be done by Superintendent of Service
tax which is under protest.
5 The Income Tax assessment of Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) for
the Assessment Year ‘AY’ 2007-08 was completed by the Assistant Commissioner of Income Tax 2(1), Mumbai under section
143(3) of the Income Tax Act, 1961 ‘the Act’ vide order dated December 29, 2009. Consequent to certain disallowances made
during the assessment, the Assessing Officer ‘AO’ raised a demand of ` 85.34 Lakhs on the Company.

139
 The Company filed an appeal before Commissioner of Income Tax (Appeal)-4, Mumbai wherein the order of AO was upheld.
The Company preferred an appeal before the Income Tax Appellate Tribunal, Mumbai against the order of CIT (A) wherein
the ITAT has partly allowed few grounds of appeal. The case is pending before AO for giving the appeal effect against the
order passed by ITAT. The AO also initiated penalty proceedings under section 271(1) (c) of the Act against the Company. The
penalty proceeding is pending before CIT(A).
6 Deal Depot Equities (DDE), has filed a summary suit in the High Court of Bombay (Original Civil Jurisdiction) (summary suit no.
612 of 2010) against Religare Technova Global Solutions Limited (RTGSL), which subsequently got merged with the Company.
DDE has alleged that in pursuant to purchase order of software namely “Trade Anywhere” to RTGSL, the same was followed by
part payment of sum of ` 6.75 Lakhs. RTGSL did not install and activate the same. DDE has prayed for refund of advance sum
paid of ` 6.75 Lakhs along with interest at the rate 6% . The Hon’ble High Court has transferred the matter to City Civil Court at
Mumbai and the matter is currently pending.
7 Unimetal Ispat Limited had filed a suit (being M.S. No. 13/1997) against the Company before the Civil Judge (Senior Division)
at Alipore, raising an aggregate claim of ` 11.00 Lakhs, in which a decree was granted by the Civil Judge (Senior Division) at
Alipore. The Company has filed an appeal in this matter in the High Court of Kolkata. The matter is currently pending.
c. Commitments
The Group does not have any commitment as on March 31, 2018.

44 Capital Management
For the purpose of the Group’s capital management, capital includes issued equity capital, share premium and all other equity
reserves attributable to the equity holders of the parent. The primary objective of the Groups’s capital management is to
maximise the shareholder value.
To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to
shareholders or issue new shares. The Group includes within net debt, interest bearing loans and borrowings, trade and other
payables, less cash and cash equivalents.
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Borrowings 49,917.05 46,959.36 37,677.80
Trade Payables (Refer Note 28) 1,949.25 1,997.40 2,937.98
Other Payables 8,338.64 8,922.67 6,166.30
Less: Cash and Cash Equivalents (Refer Note 15) (601.15) (1,028.80) (249.20)
Net Debt 59,603.79 56,850.63 46,532.88
Equity Attributable to the owners of the Company (56,309.30) (7,728.82) (1,125.63)
Gearing ratio (1.06) (7.36) (41.34)
In order to achieve this overall objective, the Group’s management, amongst other things, aims to ensure that it meets financial
covenants attached to the interest bearing loans and borrowings that define capital structure requirements. Breaches in
meeting the financial covenants would permit the bank to immediately call loans and borrowings. During the financial year
2017-18, there have been defaults in repayment of principal and interest on loans due to which banks have recalled the
borrowing facilities. Details of these defaults are given in Note 27.1.
No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2018
and March 31, 2017.

45 Fair Values
Set out below, is a comparison by class of the carrying amounts and fair value of the Group’s financial instruments, other than
those with carrying amounts that are reasonable approximations of fair values:
Particulars Carrying value Fair value
As at As at As at As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016 March 31, 2018 March 31, 2017 April 1, 2016
Financial Assets measured at            
Amortised Cost
Security Deposits paid 325.61 308.74 327.80 325.61 308.74 327.80
Trade Receivable 2,887.95 3,511.70 3,582.92 2,887.95 3,511.70 3,582.92
Cash and Cash Equivalents 601.15 1,028.80 249.20 601.15 1,028.80 249.20
Bank Deposits 74.58 2,574.60 72.64 74.58 2,574.60 72.64
Debt Service Reserve Account 32.78 306.25 306.25 32.78 306.25 306.25
Other Receivable from 450.62 633.37 393.76 450.62 633.37 393.76
Related Party
Unbilled Revenue 1,749.36 1,992.40 1,562.74 1,749.36 1,992.40 1,562.74
Interest Receivable 7.83 28.60 10.92 7.83 28.60 10.92
Intercorporate Deposits 669.18 9,060.72 7,550.15 669.18 9,060.72 7,550.15
Financial Assets measured at            
Fair Value
Other Investments 159.23 168.00 174.87 159.23 168.00 174.87
Total 6,958.29 19,613.18 14,231.25 6,958.29 19,613.18 14,231.25

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 Financial Liabilities measured at Amortised Cost
Particulars Carrying value Fair value
As at As at As at As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016 March 31, 2018 March 31, 2017 April 1, 2016
Non-Current Borrowings 9,497.12 - 414.94 9,497.12 - 414.94
Current Borrowings 39,447.48 44,319.56 34,131.69 39,447.48 44,319.56 34,131.69
Trade Payables 1,949.25 1,997.40 2,937.98 1,949.25 1,997.40 2,937.98
Interest Accrued but not due 3,079.26 2,660.57 188.16 3,079.26 2,660.57 188.16
on Borrowings
Interest Due on Borrowings 533.68 47.78 52.58 533.68 47.78 52.58
Security Deposits 3.46 5.94 6.03 3.46 5.94 6.03
Other Financial Liabilities 3,870.96 5,485.69 5,021.91 3,870.96 5,485.69 5,021.91
Finance Lease Obligations - - 8.87 - - 8.87
Investment Consideration 851.28 722.69 750.96 851.28 722.69 750.96
Payable (including interest
payable)
Financial liabilities measured            
at Fair Value
Loan (Preference shares) 972.45 2,639.80 3,131.17 972.45 2,639.80 3,131.17
MTM Derivative Instrument - - 137.79 - - 137.79
Total 60,204.94 57,879.43 46,782.08 60,204.94 57,879.43 46,782.08
The management assessed that security deposit paid, trade receivables, cash and cash equivalents, bank deposit,
reimbursement receivable, current and non-current borrowings, interest accrued but not due, due to employees, trade
payables and capital creditors approximate their carrying amounts largely due to the current maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or liquidation sale.
The Group determines fair values of financial assets and financial liabilities by discounting the contractual cash in flows/outflows
using prevaling interest rates of financial instruments with similar terms. The initial measurement of financial assets and financial
liabilities is at fair value. The subsequent measurement of all financial assets and liabilites is at amortised cost, using the effective
interest method.
Discount Rate used in determing Fair Value
The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental borrowing rate
of borrower which in case of financial liabilites is weighted average cost of borrowings of the Group and in case of financial
asset is the average market rate of similar credit rated instrument.
Fair value of financial assets and liabilities is the amount that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurable date, regardless of whether that price is directly observable
or estimated using another valuation technique.
The following methods and assumptions were used to estimate fair values:-
(a) Fair value of current financial assets and liabilities significantly approximate their carrying amounts largely due to the current
maturities of these instruments.
(b) Security deposits paid are evaluated by the Group based on parameters such as interest rates, non performance risk of the
customer. The fair values of the Group’s security deposits paid are determined by estimating the incremental borrowing
rate of the borrower (primarily the landlords). Such rate has been determined using discount rate that reflects the average
interest rate of borrowings taken by similar credit rated companies where the risk of non-performance risk is more than
insignificant.
46 Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a)
recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in financial
statements. To provide an indication about the reliability of inputs used in determining fair values, the Company has classified
its financial instruments into three levels prescribed under the IND AS.
The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in
a current transaction between willing parties, other than in a forced or liquidation sale.
All financial instruments for which fair value is recognized or disclosed are categorised with in the fair value hierarchy, described
as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 : quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2 : valuation techniques for which the lowest level input that has a significant effect on the fair value measurement are
observable, either directly or indirectly.
Level 3 : valuation techniques for which the lowest level input which has a significant effect on the fair value measurement is
not based on observable market data.

141
 46 Fair Value Hierarchy (cont’d)
The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities.
Quantitative disclosures fair value measurement hierarchy for assets is as follows:
Particulars As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Date of Valuation Quoted Significant Significant Date of valuation Quoted Significant Significant Date of valuation Quoted Significant Significant
Prices in Observable Unobservable Prices in Observable Unobservable Prices in Observable Unobservable
Active Inputs Inputs Active Inputs Inputs Active Inputs Inputs
Markets (Level 2) (Level 3)* Markets (Level 2) (Level 3) Markets (Level 2) (Level 3)

www.dionglobal.com
(Level 1) (Level 1) (Level 1)
Financial Assets measured at Amortised
Cost for which Fair Value is disclosed
Security Deposits paid As at March 31, 2018 - 325.61 - As at March 31, 2017 - 308.74 - As at April 1, 2016 - 327.80 -
Trade Receivable As at March 31, 2018 - 2,887.95 - As at March 31, 2017 - 3,511.70 - As at April 1, 2016 - 3,582.92 -
Cash and Cash Equivalents As at March 31, 2018 - 601.15 - As at March 31, 2017 - 1,028.80 - As at April 1, 2016 - 249.20 -
Bank Deposits As at March 31, 2018 - 74.58 - As at March 31, 2017 - 2,574.60 - As at April 1, 2016 - 72.64 -
Debt Service Reserve Account As at March 31, 2018 - 32.78 - As at March 31, 2017 - 306.25 - As at April 1, 2016 - 306.25 -
Other Receivable from Related Party As at March 31, 2018 - 450.62 - As at March 31, 2017 - 633.37 - As at April 1, 2016 - 393.76 -
Unbilled Revenue As at March 31, 2018 - 1,749.36 - As at March 31, 2017 - 1,992.40 - As at April 1, 2016 - 1,562.74 -
Interest Receivable As at March 31, 2018 - 7.83 - As at March 31, 2017 - 28.60 - As at April 1, 2016 - 10.92 -
Intercorporate Deposits As at March 31, 2018 - 669.18 - As at March 31, 2017 - 9,060.72 - As at April 1, 2016 - 7,550.15 -
Financial assets measured at fair value
Other Investments As at March 31, 2018 3.82 - 155.41 As at March 31, 2017 12.59 - 155.41 As at April 1, 2016 14.53 - 160.34
Total 3.82 6,799.06 155.41 12.59 19,445.18 155.41 14.53 14,056.38 160.34
Financial Liabilities measured at Amor-
tised Cost
Non-Current Borrowings As at March 31, 2018 - 9,497.12 - As at March 31, 2017 - - - As at April 1, 2016 - 414.94 -
Current Borrowings As at March 31, 2018 - 39,447.48 - As at March 31, 2017 - 44,319.56 - As at April 1, 2016 - 34,131.69 -
Trade Payables As at March 31, 2018 - 1,949.25 - As at March 31, 2017 - 1,997.40 - As at April 1, 2016 - 2,937.98 -
Interest Accrued but not due on Borrow- As at March 31, 2018 - 3,079.26 - As at March 31, 2017 - 2,660.57 - As at April 1, 2016 - 188.16 -
ings
Interest Due on Borrowings As at March 31, 2018 - 533.68 - As at March 31, 2017 - 47.78 - As at April 1, 2016 - 52.58 -
Security Deposits As at March 31, 2018 - 3.46 - As at March 31, 2017 - 5.94 - As at April 1, 2016 - 6.03 -
Other Financial Liabilities As at March 31, 2018 - 3,870.96 - As at March 31, 2017 - 5,485.69 - As at April 1, 2016 - 5,021.91 -
Investment Consideration Payable (in- As at March 31, 2018 - 851.28 - As at March 31, 2017 - 722.69 As at April 1, 2016 - 750.96 -
cluding interest payable)
Finance Lease Obligations As at March 31, 2018 - - - As at March 31, 2017 - - As at April 1, 2016 - 8.87 -
Financial liabilities measured at fair value
Loan (Preference shares)** As at March 31, 2018 972.45 - - As at March 31, 2017 2,639.80 - - As at April 1, 2016 3,131.17 - -
MTM Derivative Instrument As at March 31, 2018 - - - As at March 31, 2017 - - - As at April 1, 2016 137.79 - -
Total 972.45 59,232.49 - 2,639.80 55,239.63 - 3,268.96 43,513.12 -
* Fair value of investments in equity shares of entity is taken at cost as sufficient recent information is not available to measure the fair value and cost represents the best estimate of fair value
within that range.
**The Preference shares issued by the Group, shall be redeemed at the amount equivalent to the sale proceeds of the shares held in the Dion Global Investment Share Trust (Trust) (subject to
compliance of the provisions of applicable enactments), has been classified as a financial liability and further the same also contains an embedded derivative whereby the entire instrument
has been recognized at fair value through profit and loss resulting in gain of ` 1,667.35 lakhs for year ended March 31, 2018.

142
47 Financial Risk Management Objectives and Policies
The Group’s principal financial liabilities comprise loans and borrowings, trade and other payables etc. The main purpose of
these financial liabilities is to finance the Group’s operations. The Group’s principal financial assets include loans, trade and
other receivables, unbilled revenue, security deposits and cash & cash equivalents etc. that derive directly from its operations.
The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior management oversees the management
of these risks. The Group’s senior management is supported by a risk management policy that advises on financial risks and
the appropriate financial risk governance framework for the Group. The Group’s senior management ensures that the Group’s
financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured
and managed in accordance with the Group’s policies and risk objectives. The Group’s activities are exposed to market risk,
credit risk and liquidity risk:
(a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: interest rate risk, currency risk and price risk. Financial instruments
affected by market risk include loans and borrowings, fixed deposits.
The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-
retirement obligations; provisions; and the non-financial assets and liabilities.
The following assumptions have been made in calculating the sensitivity analyses:
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based
on the financial assets and financial liabilities held at March 31, 2018 and March 31, 2017.
(i) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. In order to optimize the Group’s position with regard to interest income and interest expenses and
to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing
the proportion of the fixed rate and floating rate financial instruments in its total portfolio .
The Group has significant interest- bearing assets i.e. intercorporate deposits, however the income and operating cash
flows are substantially not impacted of changes in market interest rates since Group has given intercorporate deposits at
fixed rate of interest to subsidiaries and other related parties for their working capital requirement. The Group’s exposure
to the risk of changes in market interest rates relates primarily to the Group’s non-current and current debt obligations with
floating interest rates, which are included in interest bearing loans and borrowings in these financial statements.
Interest rate risks arise from non- current borrowings. By analyzing its interest rate exposures, the Group used interest rate
swap to mitigate interest rate risks.
Details of Interest Rate Swap are (2 loans with same details):
Amount of loan: ` 4,166.67 Lakhs
Loan taken from: Indusind Bank @12.50% pa
Such interest is swapped with Axis bank on the following terms:
Currency swap exchange rate: ` 63.47/USD and ` 63.48/USD
Interest rate: 1month LIBOR+6.22% p.a., Act/360 payable monthly on outstanding USD notional
a) Interest-bearing Non Current Financial Instruments held by the Group as of March 31, 2018

Floating-rate Non-Current March 31, 2018 March 31, 2017

financial instruments
Effective Amount Effective Amount
Interest Rate Interest Rate
Non- Current Borrowings Nil Nil 1 month LIBOR 1,745.57
plus 6.22% p.a.

b) Interest-bearing Current Financial Instruments held by the Group as of March 31, 2018
Floating-rate Current March 31, 2018 March 31, 2017
financial instruments
Effective Amount Effective Amount
Interest Rate Interest Rate
Axis Bank 6 months 6,874.08 - -
(In Dion Global Solutions Limited) MCLR+1.85% p.a.
Axis Bank 6 months LIBOR + 9,770.49 - -
(In Regius Overseas Holding Co. Ltd.) 1.50% to be paid
half yearly
ICICI Bank - - 1/3 months USD 12,270.66
(In Regius Overseas Holding Co. Ltd.) LIBOR + 1.60%
per annum

143
 c) Sensitivity analysis
The following table demonstrates the senstivity analysis if the interest rate is increased/decreased by 50 basis points and
considering other variables remain unchanged:-
Particulars Impact on Net Profit
For the year ended March 31, 2018
Interest rate increases by 50 basis points (83.22)
Interest rate decreases by 50 basis points 83.22
For the year ended March 31, 2017
Interest rate increases by 50 basis points (70.08)
Interest rate decreases by 50 basis points 70.08

(ii) Foreign Exchange Risk

Foreign currency risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes
in foreign exchange rates. The Group transacts business in local currency and in foreign currency, as there are many inter
group transaction with subsidiary companies which are located across globe. The Group has foreign currency trade pay-
ables and receivables and is therefore, exposed to foreign exchange risk.
In countries where local currencies depreciated sharply or in those with strict foreign exchange controls, the Group man-
aged foreign exchange exposures via different measures, including pricing in USD, accelerating payment collection, and
promptly transferring payments out of these countries.
The following table demonstrates the sensitivity in various currencies to the functional currency of the Group, with all other
variable held constant. The impact on the Group’s net profit is due to changes in the fair value of monetary assets and
liabilities.
Foreign Currency Sensitivity:

Particulars Impact on Net Profit

For the Year Ended For the Year Ended

March 31, 2018 March 31, 2017

` appreciates 5% against USD (861.81 ) (132.98)

` depreciates 5% against USD 861.81 132.98

` appreciates 5% against SGD 0.25 (4.27)

` depreciates 5% against SGD (0.25) 4.27

` appreciates 5% against AUD (144.36) (125.77)

` depreciates 5% against AUD 144.36 125.77

` appreciates 5% against CAD (7.85) (8.72)

` depreciates 5% against CAD 7.85 8.72

` appreciates 5% against GBP (7.80) (3.86)

` depreciates 5% against GBP 7.80 3.86

` appreciates 5% against HKD (1.10) (0.56)

` depreciates 5% against HKD 1.10 0.56

` appreciates 5% against MYR (0.27) (0.12)

` depreciates 5% against MYR 0.27 0.12

` appreciates 5% against Euro (8.86) (3.34)

` depreciates 5% against Euro 8.86 3.34

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 Particulars of Unhedged Foreign Currency Exposure as at the Reporting Date:
Nature Currency As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Foreign Amount Foreign Amount Foreign Amount
Currency Currency Currency
in Lakhs in Lakhs in Lakhs
Payables AUD 0.58 29.13 - - 1.45 73.37
SGD 0.31 15.53 0.05 2.20 - -
USD 9.93 646.53 12.72 824.71 3.42 225.95
GBP 0.16 14.35 - - - -
Receivables AUD 58.29 2,916.27 50.78 2,515.31 49.46 2,506.90
CAD 3.11 157.03 3.58 174.46 1.76 89.94
EUR 2.21 177.14 0.96 66.83 0.48 35.83
USD 274.54 17,882.66 53.72 3,484.23 37.16 2,453.52
GBP 1.87 170.41 0.95 77.17 0.52 49.52
HKD 2.59 21.52 1.35 11.24 0.21 1.75
MYR 0.32 5.42 0.16 2.41 - -
SGD 0.21 10.43 1.89 87.64 0.52 25.79
(iii) Price Risk
The Group’s investment in listed and non-listed equity securities are susceptible to market price risk arising from uncertainties
about future values of the investment securities. Reports on the equity portfolio are submitted to the Group’s senior management
on a regular basis. The Group’s Board of Directors reviews and approves all equity investment decisions.
(b) Credit Risk
Credit risk arises from the possibility that the counterparty will default on its contractual obligations resulting in financial loss to the
Group. To manage this, the Group periodically assesses the financial reliability of customers, taking into account the financial
conditions, current economic trends, and analysis of historical bad debts and ageing of accounts receivable.
The Group has consistent credit management policies, processes, IT systems, and credit risk assessment tools. The Group uses
risk assessment models to determine customer credit ratings and credit limits. It has also implemented risk control points over
key processes throughout the end-to-end sales cycle to manage credit risks in a closed loop. Group’s operations team regularly
assesses and tracks Group’s credit risk exposures and accordingly specific and general provisioning is created, wherever
required.
The Group considers the probability of default upon initial recognition of assets and whether there has been a significant
increase in credit risk on an ongoing basis through each reporting period. To assess whether there is significant increase in credit
risk, it considers reasonable and supportice forward looking information such as:
(i) Actual or expected significant adverse changes in business.
(ii) Actual or expected significant changes in the operating results of the counterparty.
(iii) Financial or economic conditions that are expected to cause a significant change to the counterparty’s ability to meet its
obligation.
(iv) Significant increase in credit risk and other financial instruments of the same counterparty.
(v) Significant changes in the value of collateral supporting the obligation or in the quality of third party guarantees or credit
enhancements.
Ind AS 109 requires the Group to adopt a Expected Credit Loss (ECL) model to provide for expected credit losses within the
next twelve months on a scientific basis. According to the standard, the Group needs to access the significance of credit risk
and its movement since its initial recognition for all receivables. ECL on individual large exposures and credit impaired loans are
generally measured individually. The Group had to provide for all the loans given to RHC IT Solutions Private Limited (RHC IT) due
to lack of virtual certainty of repayment considering their consistent historical losses.
Movement of Allowance for Expected Credit Loss on Loan and advances

Particulars As at As at
March 31, 2018 March 31, 2017

Opening Balance - -

Add: Addition during the year 8,500.09 -

Less: Reversed during the year - -

Closing Balance 8,500.09 -

145
 Trade Receivables
Customer credit risk is managed by the Group’s established policy, procedures and controls relating to customer credit risk
management. Credit quality of a customer is assessed based on the feedback from the operations team which assesses and
interacts with the customers on a regular basis. Outstanding customer receivables are regularly monitored. At March 31, 2018
the Group had 5 customers (March 31, 2017: 11, April 1, 2016: 11) with balances greater than ` 100 Lakhs and accounted for
approximately 25% (March 31, 2017: 36%, April 1, 2016: 31%) of total trade receivables.
An impairment analysis is performed at each reporting date on an individual basis for all clients. The maximum exposure to
credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note below. The Group does
not hold collateral as security. The Group evaluates the concentration of risk with respect to trade receivables as low, as its
customers are located in several jurisdictions and industries.
The Ageing of Trade Receivables at the reporting date was:

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Past due 0-90 days 2028.00 2,945.31 2,954.79
Past due 91-180 days 227.27 352.43 495.55
Past due 181 days-300 days 172.22 132.82 3,757.28
More than 300 days 4380.66 3,316.56 49.06
Total 6808.15 6,747.12 7,256.68
Movement of Expected Credit Risk Allowance
Particulars As at As at
March 31, 2018 March 31, 2017
Opening Balance 3235.42 3678.30
Add: Addition in Provision during the year 771.62 48.65
Less: Write off during the year 1.15 2.60
Less: Reversed during the year 85.71 488.66
Closing Balance 3920.20 3235.42
Financial Instruments and Cash Deposits
Credit risk from balances with banks and financial institutions is managed by the their respective companies treasury department
in accordance with the Groups’s policy. Investments of surplus funds are made only with approved counterparties and within
credit limits assigned to each counter party. Counter party credit limits are reviewed by the Board of Directors on an annual
basis. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s
potential failure to make payments.
(c) Liquidity Risk
Liquidity risk is the risk that the Group may not be able to meet its present and future cash and collateral obligations without
incurring unacceptable losses. The Group’s objective is to, at all times maintain optimum levels of liquidity to meet its cash and
collateral requirements. The Group closely monitors its liquidity position and deploys a robust cash management system.
Group has continuously refined its cash flow planning, budgeting, and forecasting system to better assess its short-term and mid-
to long-term liquidity needs. Due to the substantial borrowings, entity has committed future liabilities and to manage its liquity,
the Group makes continuous efforts in evaluating the requirement and improve performance/delivery to meet the requirement.
Additional measures include centralizing cash management, maintaining a reasonable level of funds, and gaining access to
adequate and committed credit facilities.
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:-

As at March 31, 2018 Carrying On Demand Less than 6 6 to 12 1 to 2 2 to 5 Years More than
Amount Months Months Years 5 Years
Borrowings 49,917.05 39,447.47 - - - 9,497.13 972.45
Other financial liabilities 8,338.64 5,978.30 - - - 2,360.34 -
Trade payables 1,949.25 1,949.25 - - - - -
Total 60,204.94 47,375.02 - - - 11,857.47 972.45
As at March 31, 2017 Carrying On Demand Less than 6 6 to 12 1 to 2 2 to 5 Years More than
Amount Months Months Years 5 Years
Borrowings 46,959.36 41,019.56 - 3,300.00 - - 2,639.80
Other financial liabilities 8,922.67 6,841.54 2,081.13 - - - -
Trade payables 1,997.40 1,997.40 - - - - -
Total 57,879.43 49,858.50 2,081.13 3,300.00 - - 2,639.80

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 As at 1 April 2016 Carrying On Demand Less than 6 6 to 12 1 to 2 2 to 5 Years More than
Amount Months Months Years 5 Years
Borrowings 37,677.80 30,831.69 - 3,300.00 414.94 - 3,131.17
Other financial liabilities 6,166.30 2,167.31 - 3,998.99 - - -
Trade payables 2,937.98 2,937.98 - - - - -
Total 46,782.08 35,936.98 - 7,298.99 414.94 - 3,131.17
48 First-Time Adoption of Ind AS
These financial statements for the year ended March 31, 2018 are the first Ind AS financials prepared in accordance with Ind AS
notified under Companies (Indian Accounting Standards) Rules, 2015. The adoption of Ind AS was carried out in accordance
with Ind AS 101, using April 1, 2016 as the transition date. Ind AS 101 requires that all Ind AS standards and interpretations that
are effective for the Ind AS financial statements for year ended March 31, 2018, be applied consistently and retrospectively for
all fiscal years presented. All applicable Ind AS have been applied consistently and retrospectively wherever required.
For the periods up to and including the year ended March 31, 2017 the Group prepared its financial statements in accordance
with the accounting standards notified under section 133 of the Companies Act 2013, read together with Paragraph 7 of the
Companies (Accounts) Rules, 2014 (Indian GAAP).
Accordingly, the Group has prepared financial statements which comply with Ind AS applicable for periods ending on March
31, 2018 together with the comparative period data as at and for the year ended March 31, 2017 as described in the summary
of significant accounting policies. In preparing these financial statements, the Group’s opening balance sheet was prepared
as at April 1, 2016 the Group’s date of transition to Ind AS. This note explains the principal adjustments made by the Group in
restating its Indian GAAP financial statements, including the balance sheet as at April 1, 2016 and the financial statements as
at and for the year ended March 31, 2017.
Exemptions and Exceptions opted by the Group on the date of transition:-
Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind
AS. The Group has applied the following exemption:
48.1 Exemptions from retrospective application
1. The Group has elected to consider the carrying value of all its items of property, plant and equipment and intangible assets
recognised in the financial statements prepared under Previous GAAP and use the same as deemed cost in the opening
Ind AS Balance Sheet.
2. For financial instruments, wherein fair market values are not available (viz. interest free and below market rate security
deposits or loans) the Group has elected to adopt fair value recognition prospectively to transactions entered after the
date of transition.
3. The Group has elected to consider the carrying value of all its investments other than the investment in Dion Global
Investment Share Trust recognised in the financial statements prepared under previous GAAP and used the same as
deemed cost in the opening Ind AS balance sheet.
4. Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance
with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. However, the Group
has used Ind AS 101 exemption and assessed all arrangements for embedded leases based on conditions in place as at
the date of transition.
48.2 Estimates
The estimates at April 1, 2016 and at March 31, 2017 are consistent with those made for the same dates in accordance
with Indian GAAP (after adjustments to reflect any differences in accounting policies) apart from the following items where
application of Indian GAAP did not require estimation:
► Impairment of Financial Assets based on expected credit loss model
The estimates used by the Group to present these amounts in accordance with Ind AS reflect conditions at April 1, 2016 the date
of transition to Ind AS and as of March 31, 2017.
48.3 Balance Sheet Reconciliation as at April 1, 2016 (date of transition to Ind AS)
Particulars Footnotes IGAAP* IND AS Ind AS
Adjustments
ASSETS        
Non-Current Assets        
Property, Plant and Equipment 407.37 - 407.37
Goodwill on Consolidation 33,619.12 - 33,619.12
Intangible Assets 5,133.69 - 5,133.69
Intangible Assets under Development 1,302.11 - 1,302.11
Financial Assets
Loans 3 234.81 (35.73) 199.08

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 Particulars Footnotes IGAAP* IND AS Ind AS
Adjustments
Trade receivables 5 4.27 - 4.27
Investments 7 5,125.43 (4,950.56) 174.87
Other Financial Assets 378.89 - 378.89
Deferred Tax Assets (net) 8 398.74 - 398.74
Non-Current Tax Asset (Net) 973.16 - 973.16
Other Non- Current Assets 3&4 103.17 10.48 113.65
Total Non- Current Assets 47,680.76 (4,975.81) 42,704.95
Current Assets
Financial Assets
Loans 3 7,678.87 - 7,678.87
Trade Receivables 1&5 3,903.53 (324.88) 3,578.65
Cash and Cash Equivalents 249.20 - 249.20
Other Bank Balances - - -
Other Financial Assets 1,441.86 525.56 1,967.42
Other Current Assets 3&4 1,545.51 (364.18) 1,181.33
Total Current Assets 14,818.97 (163.50) 14,655.47
Total Assets 62,499.73 (5,139.31) 57,360.42
EQUITY AND LIABILITIES
Equity
Share Capital 2 4,222.74 (1,000.00) 3,222.74
Other Equity 1, 2, 3, 4, 5, 3,049.66 (7,398.03) (4,348.37)
6, 7 & 8
Non- Controlling Interest 916.61 - 916.61
Total Equity 8,189.01 (8,398.03) (209.02)
Non- Current Liabilities
Financial Liabilities
Borrowings 4 416.67 3,129.44 3,546.11
Other Financial Liabilities 256.35 - 256.35
Other Liabilities 79.88 - 79.88
Provisions 4,007.44 - 4,007.44
Total Non- Current Liabilities 4,760.34 3,129.44 7,889.78
Current Liabilities
Financial Liabilities
Borrowings 34,131.69 - 34,131.69
Trade Payables 2,937.98 - 2,937.98
Other Financial Liabilities 6,077.64 (167.69) 5,909.95
Other Current Liabilities 1&4 5,540.07 296.96 5,837.03
Provisions 863.01 - 863.01
Total Current Liabilities 49,550.39 129.27 49,679.66
Total Liabilities 54,310.73 3,258.71 57,569.44
Total Equity and Liabilities 62,499.74 (5,139.32) 57,360.42
* IGAAP figures have been reclassified to conform IND AS presentation requirements for the purpose of this note.

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48.4 Balance Sheet Reconciliation as at 31 March 2017
Particulars Footnotes IGAAP* IND AS Ind AS
Adjustments
ASSETS
Non-current assets
Property, Plant and Equipment 269.23 - 269.23
Goodwill on Consolidation 30,733.53 - 30,733.53
Intangible Assets 4,573.03 - 4,573.03
Intangible Assets under Development 2,696.77 - 2,696.77
Financial Assets
Loans 3 173.32 (14.66) 158.66
Trade receivables 5 - - -
Investments 7 5,120.48 (4,952.48) 168.00
Other Financial Assets 74.60 - 74.60
Deferred Tax Assets (net) 8 341.44 - 341.44
Non-Current Tax Asset (Net) 532.07 - 532.07
Other Non- Current Assets 3&4 96.31 2.21 98.52
Total Non- Current Assets 44,610.78 (4,964.93) 39,645.85
Current Assets
Financial Assets
Loans 3 9,211.44 (0.64) 9,210.80
Trade Receivables 1&5 3,812.19 (300.49) 3,511.70
Cash and Cash Equivalents 1,028.80 - 1,028.80
Other Bank Balances 2,806.25 - 2,806.25
Other Financial Assets 2,389.87 264.50 2,654.37
Other Current Assets 3&4 2,492.91 3.74 2,496.65
Total Current Assets 21,741.46 (32.89) 21,708.57
Total Assets 66,352.24 (4,997.82) 61,354.42
EQUITY AND LIABILITIES
Equity
Share Capital 2 4,222.74 (1,000.00) 3,222.74
Other Equity 1, 2, 3, 4, 5, (3,851.89) (7,099.67) (10,951.56)
6, 7 & 8
Non- Controlling Interest 688.63 (2.54) 686.09
Total Equity 1,059.48 (8,102.21) (7,042.73)
Non- Current Liabilities
Financial Liabilities
Borrowings 4 - 2,639.80 2,639.80
Other Financial Liabilities 5.94 - 5.94
Other Liabilities 56.34 - 56.34
Provisions 4,022.24 - 4,022.24
Total Non- Current Liabilities 4,084.52 2,639.80 6,724.32
Current Liabilities
Financial Liabilities
Borrowings 44,319.56 - 44,319.56
Trade Payables 1,997.40 - 1,997.40
Other Financial Liabilities 8,918.45 (1.72) 8,916.73
Other Current Liabilities 1&4 5,306.25 466.31 5,772.56
Provisions 666.58 - 666.58
Total Current Liabilities 61,208.24 464.59 61,672.83
Total Liabilities 65,292.76 3,104.39 68,397.15
Total Equity and Liabilities 66,352.24 (4,997.82) 61,354.42

* IGAAP figures have been reclassified to conform IND AS presentation requirements for the purpose of this note.

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48.5 Reconciliation of Statement of Profit and Loss for the Year Ended March 31, 2017
Particulars Footnotes IGAAP* IND AS Ind AS
Adjustments
Continuing Operations
Revenue from Operations 1 24,068.58 (454.29) 23,614.29
Other Income 2, 3 & 7 1,779.02 505.71 2,284.73
Total Income 25,847.60 51.42 25,899.02
Expenses
Employee Benefits Expense 6 14,832.44 (61.33) 14,771.11
Finance Costs 4 4,662.50 (211.23) 4,451.27
Depreciation and Amortization Expense 1,887.86 - 1,887.86
Other Expenses 2, 3, 5 & 7 7,899.09 (9.29) 7,889.80
Total Expenses 29,281.89 (281.85) 29,000.04
Profit/(Loss) before Exceptional Item and Tax (3,434.29) 333.27 (3,101.02)
Exceptional Items 1,245.21 - 1,245.21
Profit/(Loss) Before Tax (4,679.50) 333.27 (4,346.23)
(1) Current Tax - - -
(2) Adjustment of tax relating to earlier periods 2.03 - 2.03
(3) Deferred Tax 9 - - -
Income Tax Expense 2.03 - 2.03
Profit/(Loss) for the Year (4,681.53) 333.27 (4,348.26)
Other Comprehensive Income
(i) Items that will not be reclassified to Profit or Loss
Re-measurement Gains/(Losses) on Defined Benefit Plans 7 - (61.33) (61.33)
(ii) Income Tax relating to items that will not be reclassified to - - -
Profit or Loss
(iii) Items that will be reclassified to Profit or Loss - - -
Exchange differences on translation of foreign operations (1,919.68) 23.89 (1,895.80)
(iv) Income Tax relating to items that will not be reclassified to - - -
Profit or Loss
Total Comprehensive Income for the Year, Net of Tax (6,601.21) 295.82 (6,305.39)
* IGAAP figures have been reclassified to conform IND AS presentation requirements for the purpose of this note.
Foot Note:
1. Revenue - License, Implementation and Development Services
a License Revenue
Under Ind AS, the software licenses has been categorised based on the nature of software and its usage. Accordingly, the
software which are generally sold independently of the hosting services are recognised on transfer of the access rights.
Other type of software (like SAAS) where the hosting is critical part and license cannot be considered as independent of
such hosting services, the revenue from such license is recognised over the period of services. License having nature of over
the period services are generally provided on subscription model. Based on the Ind AS, all adjustments in license revenue
has been considered in equity.
b Implementation and Development Revenue
Under Ind AS, management has evaluated the nature of implementation services and considered the same as
separate element of contract since there are multiple vendors providing similar kind of services. Therefore under
Ind AS contract value has been allocated to implementation services wherever contract value has not been
allocated to such services and such amount is recognised as revenue based on the percentage of completion.
Above explanation apply mutatis mutandis to development revenue.
Corresponding impact of revenue has been included in unbilled revenue or unearned revenue, on case to case basis.

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2. Preference Shares
The Group has issued preference shares worth of ` 20,000 lakhs. Under IGAAP, preference shares form part of share capital.
Under Ind AS, all form of financing is required to be evaluated for classification as equity and liability. Preference share liability
contains an embedded derivative as the cash flow of the instrument vary in a way similar to a standalone derivative i.e. the
cash flows are modified according to a specified financial instrument price which are equity shares of Dion Global Solutions
Limited. Hence the entire liability along with the embedded derivative is measured at fair value through P&L. Accordingly, such
liability has been reclassified to borrowing from equity.
Any change in the carrying value and fair value of such liability has been included in equity.
3. Security Deposits paid
Under previous GAAP, no accounting treatment was done and security deposit was recognized at transaction value. Under
Ind AS, when deposits are paid, the transaction value should be discounted and recorded at its fair value. The excess of the
principal amount of the deposit over its fair value is accounted for as prepaid lease expense. The prepaid lease expense is
amortised over the lease term on a straight-line method (SLM). Such expense represents rental cost. Interest on the deposit is
accounted for using the effective interest rate (EIR) method over the expected offset period. The corresponding impact on the
date of transition has been considered in equity.
4. Borrowings - Non Current
Under previous GAAP, there was no specific requirement for using Effective Interest Rate (EIR) for amortised cost financial
instruments and accordingly finance cost is computed using the interest rate offered. Under IGAAP, processing fees charged
by bank has been amortised under finance cost. Under Ind AS, EIR is computed after considering directly relatable expenses
(like processing fees) and accordingly finance cost is booked using such EIR. Therefore, change in accumulated finance cost
has been considered in equity. Corresponding impact has been made under the borrowing and the unamortised portion of
processing fees (included under other assets).
5. Trade Receivables
Under previous GAAP, there was no concept of Expected Credit Loss model (ECL) and accordingly the provision for doubtful
debts was generally created on specific item basis or based on the age brackets. Under Ind AS, expected deterioration on the
credibility is included in the provision model based on which provision are created for financial assets. Based on the industry
practice, the Group has created specific provision for the doubtful receivables and for balance external receivables, provision
has been created using moving average of the respective receivables. Additional provision at the date of transition has been
considered in equity.
6. Acturial Gain and Losses on Gratuity
Under previous GAAP, all the actuarial gain and losses are recognized immediately in the statement of profit and loss. Under
Ind AS, the Group shall recognize actuarial gains and losses in Other Comprehensive Income (OCI). There will be no impact in
equity on the date of transition.
7. Investment in Equity Instruments
Under previous GAAP, investments were carried at book value. Under Ind AS, equity instruments (other than subsidiary, Joint
operations and Associates) is required to be carried at fair value. The Group has opted to carry such investments at fair
value through profit and loss. Accordingly, any change in the carrying value and fair value has been included in equity with
corresponding impact on the value of such investment in equity instruments.
8. Deferred Tax Impact
a Deferred Tax Impact on Actuarial Gain and Losses
Under previous GAAP, all the actuarial gain and losses are recognized immediately in the statement of profit and loss
therefore deferred tax is calculated on it in profit and loss. Under Ind AS, the Group shall recognize the deferred tax impact
in Other Comprehensive Income (OCI). There will be no impact on equity on the date of transition.
b Deferred Tax Impact on Other Items
Except for actuarial gain and losses, deferred tax is required to be computed using balance sheet approach on all Ind AS
adjustments included in the financial statement of the Group and any change due to such adjustments is required to be
computed and passed through equity.
9. Statement of Cash Flow
The transition from India GAAP to Ind AS has not had a material impact on the statement of cash flows.
49 Employee Stock Option Scheme
The Company introduced Dion Employee Stock Option Scheme 2013 (Scheme 2013) to reward the Employees for their association
and performance as well as to motivate them to contribute to the growth and profitability of the Company. This scheme is
adopted by board of directors pursuant to the Resolution passed on February 28, 2013 read with the Special Resolution passed
by the Members of the Company on April 12, 2013 and shall be deemed to come into force with effect from April 12, 2013.
The Nomination & Remuneration Committee at its meeting held on August 24, 2017, had approved the grant of 925,000 Stock
Options under Scheme 2013 to the identified employees of the Company and its Subsidiaries. The options have a vesting period
of 4 years and will vest at one year interval in the following proportion.
Date of Vesting Vesting %
August 24, 2018 25%
August 24, 2019 25%
August 24, 2020 25%
August 24, 2021 25%

151
 The status of the Stock Options granted under the ESOP Scheme is as follows:
Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Options Granted 925,000 Nil Nil
Options Vested Nil Nil Nil
Options Exercised Nil Nil Nil
Options forfeited / lapsed / cancelled 325,000 Nil Nil
Options Outstanding 600,000 Nil Nil

Expense recognised for employee services received during the year is shown in the following table:

Particulars March 31, 2018 March 31, 2017

Expense arising from equity settled share based payment Nil Nil

Total expense from share based payment Nil Nil

Investment in subsidiary recognised for employee services received during the year is shown in the following table:

Particulars March 31, 2018 March 31, 2017

Total investment in subsidiary from equity settled share based payment Nil Nil

50 Related Party Information

Nature of Relationship Name of the Party

i) Individuals Owning, Directly or Indirectly 1 Mr. Malvinder Mohan Singh
Interest in Voting Power that gives them Control. 2 Mr. Shivinder Mohan Singh
ii) Key Management Personnel 1 Mr. Michel Borst
2 Mr. Gopala Subramanium
3 Mr. Tarun Rastogi
iii) Enterprises over which any person described in 1 Finserve Shared Services Limited
(i) or (ii) is able to exercise Significant Influence 2 Fortis Healthcare Limited#
with whom transactions have taken place 3 Healthfore Technologies Limited
4 Oscar Investments Limited
5 Religare Capital Markets Limited#
6 Religare Commodities Limited#
7 Religare Enterprises Limited#
8 Religare Finvest Limited#
9 Religare Health Insurance Company Limited#
10 Religare Securities Limited *
11 Religare Support Services Limited $
12 Religare Wealth Management Limited#
13 RHC Holding Private Limited
14 RHC IT Solutions Private Limited
15 RHC IT Solutions Pty Limited
16 RHC Financial Services (Mauritius) Limited
17 Spectrum Voyages Private Limited
18 Fortis Healthcare Holdings Private Limited
# Related Party up to February 15, 2018
*Pursuant to the Scheme approved by the Principle bench of the National Company Law Tribunal (NCLT), New Delhi on December 8, 2017, Brok-
ing business of Religare Securities Ltd (Demerged Company) has been vested with Religare Broking Limited with retrospective effect from April 1,
2016, the appointed date.
$ Merged with Religare Enterprises Limited pursuant to NCLT Order dated December 08, 2017 which was filed with the ROC on December 29, 2017.

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 Following Transaction have taken place during the year:-
Nature of Transaction Individuals having Control Key Management Personnel Enterprises over which Individual/ Total
  Key Management Personnel able to
exercise significant influence
2017-18 2016 - 2017 2015 - 2016 2017-18 2016 - 2017 2015 - 2016 2017-18 2016 - 2017 2015 - 2016 2017-18 2016 - 2017 2015 - 2016
Inter Corporate Deposits Received (Loan Liability)                   -    
by the Holding Company
Oscar Investments Ltd. - - -   - - 45.73 - - 45.73 - -
Fortis HealthCare Holding Private Limited             6,752.28 - - 6,752.28 - -
RHC Holding Pvt. Ltd. - - -   - - 4,508.63 9,239.00 - 4,508.63 9,239.00 -
Total - - -   - - 11,306.65 9,239.00 - 11,306.65 9,239.00 -
Inter Corporate Deposits Receivable/(Payable)                        
Received by Subsidiaries
- Regius Overseas Holding Co.Ltd.                        
RHC IT Solutions Pty Limited - - -   - - 0.21 - - 0.21 - -
- Dion Global Solutions (UK) Ltd.             - -        
RHC Financial Services (Mauritius) Ltd - - -   - - (792.05) (213.90) - (792.05) (213.90) -
- Dion Global Solutions (HK) Ltd.             - -        
RHC Financial Services (Mauritius) Ltd - - -   - - (824.90) (2,988.37) - (824.90) (2,988.37) -
- Dion Global Solutions (Australia) Pty Ltd.             - -        
RHC IT Solutions Pty Limited - - -   - - 3.39 63.55 - 3.39 63.55 -
Total - - -   - - (1,613.35) (3,138.73) - (1,613.35) (3,138.73) -
Inter Corporate Deposits Repaid (Loan Liability)                   -    
by the Holding Company
RHC Holding Pvt. Ltd. - - -   - - 16,506.12 1,430.00 - 16,506.12 1,430.00 -
Total - - -   - - 16,506.12 1,430.00 - 16,506.12 1,430.00 -
Inter Corporate Deposits Receivable/(Payable)                        
Repaid by Subsidiaries
- Regius Overseas Holding Co.Ltd.                        
RHC IT Solutions Pty Limited - - -   - - - 0.88 - - 0.88 -
- Dion Global Solutions (UK) Ltd.                        
RHC Financial Services (Mauritius) Ltd - - -   - - - (343.41) - - (343.41) -
- Dion Global Solutions (HK) Ltd.                        
RHC Financial Services (Mauritius) Ltd - - -   - - (9,457.83) - - (9,457.83) - -
Total - - -   - - (9,457.83) (342.53) - (9,457.83) (342.53) -
Inter Corporate Deposits Given (Loan Asset)                        
by the Holding Company
RHC IT Solutions Private Limited - - -   - - 97.65 580.76 - 97.65 580.76 -
Total - - -   - - 97.65 580.76 - 97.65 580.76 -
Inter Corporate Deposits repayment received                   -    
(Loan Asset) by the Holding Company
RHC IT Solutions Private Limited - - -   - - 20.43 - - 20.43 - -
Total - - -   - - 20.43 - - 20.43 - -
Interest Paid by the Holding Company                   -    
Oscar Investments Ltd. - - -   - - 75.96 73.89 - 75.96 73.89 -
Fortis Healthcare Holding Pvt Ltd - - -   - - 106.19 - - 106.19 - -
RHC Holding Pvt. Ltd. - - -   - - 788.90 1,700.61 - 788.90 1,700.61 -
Total - - -   - - 971.06 1,774.50 - 971.06 1,774.50 -

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 Nature of Transaction Individuals having Control Key Management Personnel Enterprises over which Individual/ Total
  Key Management Personnel able to
exercise significant influence
2017-18 2016 - 2017 2015 - 2016 2017-18 2016 - 2017 2015 - 2016 2017-18 2016 - 2017 2015 - 2016 2017-18 2016 - 2017 2015 - 2016
Interest Received/(Paid) by Subsidiaries                        
- Dion Global Solutions (UK) Ltd.                        
RHC Financial Services (Mauritius) Ltd - - -   - - (238.30) (182.14) - (238.30) (182.14) -
- Dion Global Solutions (HK) Ltd.                        

www.dionglobal.com
RHC Financial Services (Mauritius) Ltd - - -   - - (246.06) (777.55) - (246.06) (777.55) -
- Dion Global Solutions (Australia) Pty Ltd.                        
RHC IT Solutions Pty Limited - - -   - - 31.83 25.16 - 31.83 25.16 -
Total - - -   - - (452.53) (934.52) - (452.53) (934.52) -
Interest Receivable/(Payable) repaid by Subsidiaries                        
- Dion Global Solutions (UK) Ltd.                        
RHC Financial Services (Mauritius) Ltd - - -   - - (182.14) (249.80) - (182.14) (249.80) -
- Dion Global Solutions (HK) Ltd.                        
RHC Financial Services (Mauritius) Ltd - - -   - - (777.55) (980.10) - (777.55) (980.10) -
Total - - -   - - (959.69) (1,229.91) - (959.69) (1,229.91) -
Sales & Services to other companies by the Holding Company                        
Religare Enterprises Limited (Successor in interest of Religare Securities Limited) - - - - - - 11.65 11.50 - 11.65 11.50 -
Religare Finvest Ltd. - - - - - - 66.66 63.96 - 66.66 63.96 -
Religare Enterprises Ltd. - - - - - - 13.24 1.15 - 13.24 1.15 -
Religare Enterprises Limited (Successor in interest of Religare Support Services Limited) - - - - - - 39.39 49.11 - 39.39 49.11 -
Religare Wealth Management Limited - - - - - - - 2.87 - - 2.87 -
RHC Holding Pvt. Ltd. - - - - - - - 1.72 - - 1.72 -
RHC IT Solutions Private Limited - - - - - - 36.20 - - 36.20 - -
Total - - -   - - 167.14 130.31 - 167.14 130.31 -
Sales & Services to other companies by Subsidiaries                        
- Dion Global Solutions (London) Limited                        
RHC IT Solutions Private Limited - - -   - - 0.86 10.11 - 0.86 10.11 -
- Dion Global Solutions (Australia) Pty Limited                        
RHC IT Solutions Private Limited - - -   - - 12.21 99.95 - 12.21 99.95 -
Total - - -   - - 13.07 110.07 - 13.07 110.07 -
 Interest Income to the Holding Company                        
RHC IT Solutions Private Limited - - -   - - - 873.50 - - 873.50 -
Total - - -   - - - 873.50 - - 873.50 -
 Interest Income to Subsidiaries                        
- Regius Overseas Holding Co.Ltd.                        
RHC IT Solutions Pty Limited - - -   - - 4.44 4.42 - 4.44 4.42 -
Total - - -   - - 4.44 4.42 - 4.44 4.42 -
Sales & Services by other companies to the Holding Company                   -    
RHC Holding Pvt. Ltd. - - -   - - 29.50 26.88 - 29.50 26.88 -
Religare Health Insurance Company Ltd - - -   - - 41.85 0.92 - 41.85 0.92 -
Total - - -   - - 71.35 27.80 - 71.35 27.80 -

154
 Nature of Transaction Individuals having Control Key Management Personnel Enterprises over which Individual/ Total
  Key Management Personnel able to
exercise significant influence
2017-18 2016 - 2017 2015 - 2016 2017-18 2016 - 2017 2015 - 2016 2017-18 2016 - 2017 2015 - 2016 2017-18 2016 - 2017 2015 - 2016
Remuneration to Key Managerial Personnel by the Holding Company                   -    
Ajay Milhotra - - - - 9.97 - - - - - 9.97 -
Tarun Rastogi - - - 25.71 28.90 - - - - 25.71 28.90 -
Gopala Subramanium - - - 64.00 41.16 - - - - 64.00 41.16 -
Total - - - 89.71 80.03 - - - - 89.71 80.03 -
Remuneration to Key Managerial Personnel by the Subsidiaries                        
- Dion Global Solutions (Australia) Pty Ltd.                        
Ralph James Horne - - - - 19.26 - - - - - 19.26 -
- Dion Global Solutions (Singapore) Pte Ltd.                        
Joseph Leslie Nash - - - - - - - - - - - -
Michel Borst - - - 300.66 229.12 - - - - 300.66 229.12 -
Total - - - 300.66 248.38 - - - - 300.66 248.38 -
Current Account Transactions by the Holding Company                   -    
Religare Enterprises Limited (Successor in interest of Religare Support Services Limited) - - -   - - 11.26 13.17 - 11.26 13.17 -
RHC Holding Pvt. Ltd. - - -   - - - 0.40 - - 0.40 -
Healthfore Technologies Limited - - -   - - - 5.75 - - 5.75 -
RHC IT Solutions Private Limited - - -   - - 50.06 146.97 - 50.06 146.97 -
Finserve Shared Services Limited - - -   - - - - - - - -
Religare Enterprises Limited (Successor in interest of Religare Securities Limited) - - -   - - - 0.00 - - 0.00 -
Total - - - - - - 61.32 166.30 - 61.32 166.30 -
Current Account Transactions by Subsidiaries                   -    
- Dion Global Solutions (Asia Pacific) Pty Ltd.                        
RHC IT Solutions Pty Limited - - -   - - - 0.17 - - 0.17 -
- Dion Global Solutions (Australia) Pty Limited                        
RHC IT Solutions Pty Limited - - -   - - 1.00 2.65 - 1.00 2.65 -
- Dion Global Solutions (London) Limited                        
RHC IT Solutions Private Limited - - -   - - - 0.39 - - 0.39 -
Total - - -   - - 1.00 3.21 - 1.00 3.21 -
Balance Receivable/Payable as on March 31, 2018                        
Other Receivable by the Holding Company                   -    
Religare Enterprises Ltd. - - -   - - 84.25 71.01 71.01 84.25 71.01 71.01
Religare Enterprises Ltd (Successor in interest of Religare Support Services Limited)             0.07 - - 0.07    
RHC IT Solutions Private Limited - - -   - - 643.06 556.80 409.83 643.06 556.80 409.83
Religare Wealth Management Limited - - -   - - 0.26 0.26 0.26 0.26 0.26 0.26
Religare Commodities Ltd - - -   - - 0.24 0.24 0.24 0.24 0.24 0.24
Religare Finvest Ltd. - - -   - - 1.03 0.78 4.18 1.03 0.78 4.18
Religare Capital Markets Limited - - -   - - 0.61 0.61 0.61 0.61 0.61 0.61
Finserve Shared Services Limited - - -   - - 0.55 0.55 0.54 0.55 0.55 0.54
Religare Health Insurance Company Limited - - -   - - 0.01 0.06 0.09 0.01 0.06 0.09
Religare Enterprises Limited (Successor in interest of Religare Securities Limited) - - -   - - 9.45 9.16 12.62 9.45 9.16 12.62
RHC Holding Private Limited - - -   - - - 0.09 - - 0.09 -
Religare Capital Markets Corporate Finance Pte Ltd - - -   - - - - 0.40 - - 0.40

155
 Nature of Transaction Individuals having Control Key Management Personnel Enterprises over which Individual/ Total
  Key Management Personnel able to
exercise significant influence
2017-18 2016 - 2017 2015 - 2016 2017-18 2016 - 2017 2015 - 2016 2017-18 2016 - 2017 2015 - 2016 2017-18 2016 - 2017 2015 - 2016
Cerestra Advisors Limited - - -   - - - - 0.27 - - 0.27
Religare Credit Advisors LLP - - -   - - - - 0.09 - - 0.09
Religare Invesco Asset Management Company Pvt. Ltd. - - -   - - - - 0.21 - - 0.21
Total - - -   - - 739.53 639.55 500.34 739.53 639.55 500.34

www.dionglobal.com
Other Receivable by Subsidiaries                        
- Dion Global Solutions (Asia Pacific) Pty Ltd.                        
RHC IT Solutions Pty Limited - - -   - - 0.30 0.29 0.12 0.30 0.29 0.12
- Dion Global Solutions (HK) Limited                        
RHC IT Solutions Private Limited - - -   - - - - 114.16 - - 114.16
RHC IT Solutions Pty Limited - - -   - - 105.12 104.67 106.55 105.12 104.67 106.55
- Dion Global Solutions (Singapore) Pte. Ltd                        
RHC IT Solutions Pty Limited - - -   - - 56.52 56.28 57.29 56.52 56.28 57.29
- Dion Global Solutions (London) Limited                        
RHC IT Solutions Pty Limited - - -   - - 233.91 208.35 243.32 233.91 208.35 243.32
- Dion Global Solutions (UK) Limited                        
RHC IT Solutions Private Limited - - -   - - 14.57 12.98 94.60 14.57 12.98 94.60
RHC IT Solutions Pty Limited - - -   - - 146.87 130.82 152.78 146.87 130.82 152.78
- Dion Global Solutions (Australia) Pty Limited                        
RHC IT Solutions Private Limited - - -   - - - - 2.16 - - 2.16
RHC IT Solutions Pty Limited - - -   - - 303.30 299.33 303.58 303.30 299.33 303.58
- Dion Global Solutions GMBH                        
RHC IT Solutions Private Limited - - -   - - 6.32 5.47 5.92 6.32 5.47 5.92
- Dion Global Solutions Inc.                        
RHC IT Solutions Private Limited - - -   - - 130.40 129.84 132.17 130.40 129.84 132.17
RHC IT Solutions Pty Limited - - -   - - 68.87 68.57 69.80 68.87 68.57 69.80
Total - - -   - - 1,066.17 1,016.61 1,282.45 1,066.17 1,016.61 1,282.45
Interest Receivables by the Holding Company                   -    
RHC IT Solutions Private Limited - - -   - - 2,310.26 2,310.26 1,521.35 2,310.26 2,310.26 1,521.35
Total - - -   - - 2,310.26 2,310.26 1,521.35 2,310.26 2,310.26 1,521.35
Interest Receivables by Subsidiaries                        
- Regius Overseas Holding Co.Ltd.                        
RHC IT Solutions Pty Limited             175.25 170.08 168.62 175.25 170.08 168.62
Total - - -   - - 175.25 170.08 168.62 175.25 170.08 168.62
Inter Corporate Deposits Receivable by the Holding Company                   -    
RHC IT Solutions Private Limited - - -   - - 6,189.83 6,112.61 5,531.85 6,189.83 6,112.61 5,531.85
Total - - -   - - 6,189.83 6,112.61 5,531.85 6,189.83 6,112.61 5,531.85
Inter Corporate Deposits Payable by the Holding Company                   -    
Oscar Investments Ltd. - - -   - - 555.33 509.60 509.60 555.33 509.60 509.60
Fortis HealthCard Holding Private Limited             6,752.28 - - 6,752.28 - -
RHC Holding Pvt. Ltd. - - -   - - 2,189.51 14,187.00 6,378.00 2,189.51 14,187.00 6,378.00
Total - - -   - - 9,497.13 14,696.60 6,887.60 9,497.13 14,696.60 6,887.60

156
 Nature of Transaction Individuals having Control Key Management Personnel Enterprises over which Individual/ Total
  Key Management Personnel able to
exercise significant influence
2017-18 2016 - 2017 2015 - 2016 2017-18 2016 - 2017 2015 - 2016 2017-18 2016 - 2017 2015 - 2016 2017-18 2016 - 2017 2015 - 2016
Inter Corporate Deposits Recievable/(Payable) by Subsidiaries                        
- Dion Global Solutions (UK) Ltd.                        
RHC Financial Services (Mauritius) Ltd - - -   - - (3,069.98) (2,277.94) (2,407.45) (3,069.98) (2,277.94) (2,407.45)
- Dion Global Solutions (HK) Ltd.                        
RHC Financial Services (Mauritius) Ltd - - -   - - (1,650.61) (10,283.54) (7,295.17) (1,650.61) (10,283.54) (7,295.17)
- Regius Overseas Holding Co.Ltd.                        
RHC IT Solutions Pty Limited - - -   - - 49.33 49.12 50.00 49.33 49.12 50.00
- Dion Global Solutions (Australia) Pty Ltd.                        
RHC IT Solutions Pty Limited - - -   - - 345.26 341.88 278.33 345.26 341.88 278.33
Total - - -   - - (4,326.00) (12,170.48) (9,374.37) (4,326.00) (12,170.48) (9,374.37)
Interest Payable by the Holding Company                        
Oscar Investments Ltd. - - -   - - 24.77 66.50 14.39 24.77 66.50 14.39
Fortis HealthCard Holding Private Limited             95.57 - - 95.57 - -
RHC Holding Pvt. Ltd. - - -   - - 2,239.99 1,529.98 149.19 2,239.99 1,529.98 149.19
Total - - -   - - 2,360.34 1,596.48 163.59 2,360.34 1,596.48 163.59
Interest Receivable/(Payable) by Subsidiaries                        
- Dion Global Solutions (UK) Ltd.                        
RHC Financial Services (Mauritius) Ltd - - -   - - (238.30) (182.14) (249.80) (238.30) (182.14) (249.80)
- Dion Global Solutions (HK) Ltd.                        
RHC Financial Services (Mauritius) Ltd - - -   - - (246.06) (777.55) (980.10) (246.06) (777.55) (980.10)
- Dion Global Solutions (Australia) Pty Ltd.                        
RHC IT Solutions Pty Limited - - -   - - 108.60 76.77 51.60 108.60 76.77 51.60
Total - - -   - - (375.76) (882.92) (1,178.70) (375.76) (882.92) (1,178.70)
Other Payable by the Holding Company                   -    
REL Infrafacilities Limited - - -   - - - 13.17 4.61 - 13.17 4.61
Fortis Healthcare Limited - - -   - - - 0.93 0.93 - 0.93 0.93
RHC Holding Pvt. Ltd. - - -   - - 26.91 - 0.69 26.91 - 0.69
Healthfore Technologies Limited - - -   - - 8.51 8.51 18.17 8.51 8.51 18.17
Spectrum Voyages Private Limited - - -   - - - 4.75 4.75 - 4.75 4.75
Total - - -   - - 35.42 27.37 29.15 35.42 27.37 29.15
Other Payable by Subsidiaries                        
- Dion Global Solutions (London) Limited                        
RHC IT Solutions Private Limited - - -   - - 7.04 5.50 - 7.04 5.50 -
- Dion Global Solutions (Australia) Pty Limited                        
RHC IT Solutions Private Limited - - -   - - 108.85 95.63 - 108.85 95.63 -
Total - - -   - - 115.89 101.12 - 115.89 101.12 -
Terms and Conditions of Transactions with Related Parties-
The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and settlement occurs in
cash. The Company has provided guarantees for related party receivables or payables [Refer Note 43 (b)].
Note: (1) IND AS 109 requires the Group to adopt a expected credit loss (ECL) model to provide for expected credit losses within the next twelve months on a scientific basis. According to the
standard, the Group needs to access the significance of credit risk and its movement since its initial recognition for all receivables. ECL on individual large exposures and credit impaired loans are
generally measured individually. For the year ended March 31, 2018 (March 31, 2017: Nil, April 1, 2016: Nil), the Group had to provide for all the loans given to RHC IT Solutions Pvt Ltd (RHC IT) due to
lack of virtual certainty of repayment considering their consistent historical losses. This assessment is undertaken at each financial year by examining the financial position of the related party and the
market in which the related party operates. Details of ECL provided in FY18 is given below-

157
 Particulars Amount
Inter Company Deposit given to RHC IT Solutions Private Limited 6,189.83
Interest accrued on above loan till March 31, 2017 2,310.26
Total 8,500.09

51 Segment Information
The Group’s operating segments are established on the basis of those components of the group that are evaluated regularly
by the Board of Directors (the ‘Chief Operating Decision Maker’ as defined in Ind AS 108 - ‘Operating Segments’), in deciding
how to allocate resources and in assessing performance. These have been identified taking into account nature of products
and services, the differing risks and returns and the internal business reporting systems.
The Company has the following business segments:
- Asia
- Australia, New Zealand and North America
- Europe
- Others
- Besides the normal accounting policies followed as described under Note 2, Segment Revenues, Results, Assets and Liabilities
include the respective amounts directly identified to each of the segments and amounts allocated on a reasonable basis.
A Primary Segment Reporting (by Business Segment):
Year ended March 31, 2018
Particulars Asia Australia, New Europe Others/ Total
Zealand and Unallocated Segments
North America
Revenue          
External Customers 4,027.98 3,659.91 13,465.05 1,911.16 23,064.10
Inter-Segment - - - - -
Total Revenue 4,027.98 3,659.91 13,465.05 1,911.16 23,064.10
Income/(Expenses)  
Segment Results
Unallocated Expenses - - - (41,943.52) (41,943.52)
Finance Costs - - - (5,301.12) (5,301.12)
Finance Income 168.32 31.29 - 4.46 204.07
Depreciation (150.72) (837.97) (923.30) (659.42) (2,571.41)
Other Income 1,745.39 - 411.01 - 2,156.40
Segment Profit/(Loss) (718.52) (1,644.05) 1,727.78 (48,926.39) (49,561.18)
Total Assets 10,701.90 6,522.71 22,642.22 21,915.33 61,782.15
Total Liabilities 57,721.61 9,857.54 20,922.50 28,632.42 117,134.07

Year ended March 31, 2018

Particulars Asia Australia, New Europe Others/ Total
Zealand and Unallocated Segments
North America
Revenue          
External Customers 5,030.76 4,647.11 12,382.20 1,554.22 23,614.29
Inter-Segment - - - - -
Total Revenue 5,030.76 4,647.11 12,382.20 1,554.22 23,614.29
Income/(Expenses)  
Segment Results - - - - -
Unallocated Expenses - - - - -
Finance Costs - - - (4,451.27) (4,451.27)
Finance Income 1,072.37 29.05 - 8.46 1,109.88
Depreciation (143.30) (509.21) (516.78) (718.57) (1,887.86)
Other Income 595.65 - 578.22 - 1,173.87
Segment Profit/(Loss) 272.92 (688.57) 1,144.19 (5,074.77) (4,346.23)
Total Assets 15,770.05 5,621.93 16,592.32 12,389.06 50,373.36
Total Liabilities 28,293.65 4,831.91 10,255.67 14,034.86 57,416.09

www.dionglobal.com 158
 As at April 1, 2016
Particulars Asia Australia, New Europe Others/Unal- Total
Zealand and located Segments
North America
Total Assets 23,706.74 5,200.55 17,217.36 11,235.77 57,360.42
Total Liabilities 28,369.21 4844.82 10,283.06 14,072.36 57,569.44

B Revenue from External Customers

Locationwise Operating Revenue from External Customers For the Year Ended For the Year Ended
March 31, 2018  March 31, 2017 
India 1,198.90 1,477.70
Australia 2,938.43 3,336.06
Singapore 1,818.98 1,607.23
Germany 7,454.09 7,130.06
UK 6,010.96 5,252.15
Others 3,642.74 4,811.10
Total Operting Revenue from External Customers 23,064.10 23,614.29

C Major Customers
Revenue from one customer amounted to ` 1281.71 Lakhs (March 31, 2017: ` 792.65 Lakhs) and ` 235.75 Lakhs (March 31, 2017:
` 521.30 Lakhs), arising from sales of licenses and development services respectively.

D Non-Current Operating Assets

Non-Current Operating Assets As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
India 158.14 274.54 350.63
Outside India 8,340.73 7,264.49 6,492.54
Total 8,498.87 7,539.03 6,843.17
Non-Current Assets for this purpose consist of Property, Plant and Equipment and Intangible Assets.

52 Enterprises consolidated as subsidiary in accordance with Ind AS 110 Consolidated Financial Statements:
Name of Enterprise Country of Proportion of Proportion of
Incorporation ownership ownership
interest as on interest as on
March 31, 2018 March 31, 2017
Regius Overseas Holding Co. Ltd. (ROHCL) Mauritius 100% 100%
OliveRays Innovations Limited India 100% 100%
Dion Global Solutions Pty Limited # Australia 100% 100%
Dion Global Solutions (UK) Limited # UK 100% 100%
Dion Global Solutions (Australia) Pty Limited* Australia 100% 100%
Dion Global Solutions (Asia Pacific) Pty Limited* Australia 100% 100%
Dion Global Solutions (Developments) Pty Limited* % Australia 100% 100%
Dion Global Solutions (NZ) Limited* New Zealand 100% 100%
Dion Global Solutions (HK) Limited* Hong Kong 100% 100%
Dion Global Solutions (MY) Sdn.Bhd.* Malaysia 100% 100%
Dion Global Solutions (Canada) Limited* Canada 100% 100%
Dion Global Solutions (Singapore) Pte Limited* Singapore 100% 100%
Dion Latam, S.A. $ **** Panama 100% 100%
Dion Panama, S.A. ^ **** Panama 100% 100%
Dion Global Solutions Vietnam Company Limited* Vietnam 100% 100%
Dion Global Solutions Inc.* USA 100% 100%
Chase Cooper Holdings Limited** (Formerly AEOIU Ltd.) UK 44% 44%

159
 Name of Enterprise Country of Proportion of Proportion of
Incorporation ownership ownership
interest as on interest as on
March 31, 2018 March 31, 2017
Chase Cooper Limited @ UK 44% 44%
DBS Financial Systems Limited @ UK 44% 44%
Indigo (London) Holdings Limited.*** UK 100% 100%
Dion Global Solutions (London) Limited*** UK 100% 100%
Dion Global Solutions Gmbh*** Germany 100% 100%
* Subsidiaries of Dion Global Solutions Pty Limited
** Dion Global Solutions Pty Limited (DGSPL) has acquired 44% stake in Chase Cooper Holdings Limited (Previously AEOIU Ltd) on
August 6, 2010. In terms of Ind AS-110, Accounts of Chase Cooper Holdings Limited has been consolidated on line by line basis
since DGSPL has the right to control the composition of board of directors of Chase Cooper Holdings Limited.
*** Subsidiaries of Dion Global Solutions (UK) Limited
# Subsidiaries of ROHCL
@ Subsidiaries of Chase Cooper Holdings Limited (Previously AEOIU Ltd.)
$ WOS of Dion Singapore
^ WOS of Dion Latam
% Voluntary de-registered w.e.f. January 10, 2018
**** dissolved w.e.f. November 15, 2017
53. Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary
Associates/Joint Ventures.
Name of the Entity Net Assets Share in Profit or (Loss) Share in other
(Total Assets minus Total comprehensive income
Liabilities)
As a % of Amount As a % of Amount As % of Amount
Consolidated Consolidated Consolidated
Net Assets Profit or (Loss) other
comprehensive
income
Parent          
Dion Global Solutions Limited 62.71% (34,713.42) 103.10% (51,099.55) 100% 24.14
Subsidiaries - Indian          
Oliverays Innovations Ltd -0.01% 6.26 0.00% (0.71) -  -
Subsidiaries - Foreign          
Regius Overseas Holding Co. Ltd. -32.83% 18,170.37 6.50% (3,221.72) -  -
Dion Global Solutions Pty Ltd -10.72% 5,936.17 0.23% (112.17) -  -
Dion Global Solutions (Australia) Pty Ltd 4.13% (2,286.74) 1.25% (620.13) -  -
Dion Global Solutions (Asia Pacific) Pty -2.88% 1,596.56 1.55% (768.32) -  -
Ltd
Dion Global Solutions (Development) 0.00% (0.00) 0.00% (1.48) -  -
Pty Ltd*
Dion Global Solutions (NZ) Ltd 0.32% (174.69) 0.32% (158.06) -  -
Dion Global Solutions (HK) Ltd 12.51% (6,922.81) 2.49% (1,234.32) -  -
Dion Global Solutions (MY) Sdn Bhd. 0.62% (345.34) 0.18% (87.09) -  -
Dion Global Solutions (Singapore) Pte. 4.70% (2,600.20) 2.64% (1,308.85) -  -
Ltd
Dion Global Solutions Vietnam 2.66% (1,471.73) 0.05% (26.77) -  -
Company Ltd.
Dion Global Solutions (Canada) Ltd. 0.73% (402.13) 0.11% (52.25) -  -
Dion Global Solutions Inc. 2.98% (1,646.74) 0.10% (47.46) -  -
Dion Latam, S.A.# 0.00% - 0.00% 0.42 -  -

www.dionglobal.com 160
 Name of the Entity Net Assets Share in Profit or (Loss) Share in other
(Total Assets minus Total comprehensive income
Liabilities)
As a % of Amount As a % of Amount As % of Amount
Consolidated Consolidated Consolidated
Net Assets Profit or (Loss) other
comprehensive
income
Dion Panama, S.A.# 0.00% - 0.00% 0.36 -  -
Chase Cooper Limited -1.10% 606.69 -0.04% 19.48 -  -
DBS Financial Systems Limited 0.05% (26.35) 0.00% - -  -
Chase Cooper Holdings Limited -3.07% 1,700.85 0.00% - -  -
Dion Global Solutions (UK) Ltd -17.83% 9,870.36 0.10% (52.03) -  -
Dion Global Solutions (London) Ltd. -3.19% 1,768.48 -2.73% 1,351.41 -  -
Indigo (London) Holdings Ltd. -11.46% 6,344.02 0.10% (48.90) -  -
Dion Global Solutions Gmbh 11.28% (6,244.14) -0.02% 10.45 -  -

Minority Interest 1.73% (957.38) -0.13% 62.15 -  -

Consolidation Adjustments/ Elimination 78.70% (43,559.99) -15.80% 7,833.03 -  -

Total 100% (55,351.92) 100% (49,562.51) 100% 24.14
*Voluntary de-registered w.e.f January 10, 2018
# Dissolved w.e.f November 15, 2017

53 Other Notes
a. The Group shares certain costs/ service charges with other companies in the group. These costs have been allocated
between the companies on the basis mutually agreed upon (reviewed annually), which has been relied upon by the
auditors.
b. Land has been written off during the year ended March 31, 2017.
c. The Company’s wholly owned subsidiary Regius Overseas Holding Co. Ltd. had taken loan of USD 150 Lakhs from Axis Bank
Ltd, Hong Kong against which the Company had provided stand by letter of credit (SBLC) from Axis Bank, India. Subsquent
to balance sheet date on April 26, 2018 Axis Bank Ltd, India has invoked this SBLC facility due to non-payment of interest of
USD 1.93 lakhs for the period November 25, 2017- April 25, 2018 and has raised demand of USD 151.93 Lakhs which is to be
paid on immediate basis.
d. Axis Bank Limited (ABL) vide its letter dated August 29, 2017 had recalled all the credit facilities given to the Company and
issued a notice for the invocation of pledge. ABL adjusted a part of the facility against realization of invoked securities. As
at the reporting date, an amount along with additional interest and penalty amount of ` 7,137.79 Lakhs is due and payable
to ABL.
ABL has filed an original application (OA) with the Hon’ble Debts Recovery Tribunal - II, New Delhi against Mr. Malvinder
Mohan Singh, Mr. Shivinder Mohan Singh, RHC Holding Private Limited (RHC Holding) and the Company for a recovery of
` 17,156.44 Lakhs in relation to the credit facilities sanctioned to the Company by the ABL which is, inter-alia, secured by
unconditional and irrevocable, joint and several, personal guarantees from Mr. Malvinder Mohan Singh and Mr. Shivinder
Mohan Singh, Corporate Guarantee of RHC Holding and certain other securities provided by the promoter group entities
to the ABL. The facilities have already been properly accounted for and included in the financial statements, so there will
be no other foreseen / expected financial implications on the Company.
Further, subsequent to the reporting date, Axis Bank, Hong Kong invoked the said stand by letter of credit (SBLC) and the
ABL paid the requisite amount on April 26, 2018 at the request of the Company on behalf of Regius Overseas Holding Co.
Ltd. The aforesaid amount along with additional interest and penalty amount is still due and payable to ABL.
e. The High Court of Delhi vide its order dated February 26, 2018 and March 23, 2018 respectively in the matter relating to M/s
Daiichi Sankyo Company Limited v/s Malvinder Mohan Singh & others, has prohibited and restrained the Respondents /
Judgement Debtors from making any transfer of Equity Shares / NCRP / Optionally Convertible Debentures in the Company
or from receiving payment of any dividends thereon, until further orders. Further, the Hon’ble High Court of Delhi vide its
order dated February 26, 2018, has issued a garnishee order in respects of the debts due by the Company to RHC Holding
Private Limited and Oscar Investment Limited.
Subsequent to the reporting date, the High Court vide its order dated May 8, 2018 has directed the Chartered Accountant
/ Court Commissioner to sell the shares of the respondents. The Company has received disclosures from Mr. Malvinder
Mohan Singh, Mr. Shivinder Mohan Singh, Oscar Investments Limited, Malav Holdings Private Limited, RHC Holding Private
Limited and Aditi Shivinder Singh (‘Sellers’) for the sale of 7,513,550 (Seventy Five lakhs Thirteen Thousand Five Hundred and

161
 Fifty) Equity Shares, representing 23.31% of the subscribed and paid-up equity share capital of the Company, on July 23,
2018 and July 24, 2018.
g. For the year ended March 31, 2018, the Group reported a net loss of ` 49,562.51 Lakhs and working capital deficiency
whereby current liabilities exceed current assets by ` 46,886.83 Lakhs and a net asset deficiency of ` 55,351.92 Lakhs .
The material uncertainty due to reported negative net worth, is primarily due to the impairment and provision accounted
for on a prudent & conservative basis while the Group’s product margins are positive.
The rationale for management to continue to believe that the annual accounts are prepared on a going concern basis
is a healthy profitable core business, a continuing product demand through contract renewals, a diverse global customer
base which remains largely intact, existing contracts contributing license, maintenance and support & professional services
revenues coupled with existing pipeline across existing and new customers.
In addition to the above, the Company is in the process of evaluating financial restructuring options, including debt
structuring and capital infusion and select divestments of assets, each of which will enable the Company to sustain its
business operations.
h. Subsequent to the reporting date, an application for opening preliminary insolvency proceeding under self-administration
has been filed by Dion Global Solutions GmbH (hereinafter referred to as “Dion Germany”), a wholly owned subsidiary
of the Company in Frankfurt, Germany. On June 20, 2018, the local court of Frankfurt am Main, Germany (“Court”) has
approved preliminary self-administration as applied for by Dion Germany. In terms of the said Court order, Dion Germany
is entitled to use the window of self- administration to continue business operations including restructuring financials, assets
and estate under the supervision of a preliminary custodian.
i The financial statements were authorised by the Directors on August 14, 2018.
55 Previous Year Figures
Figures of the Previous Year have been regrouped, rearranged and reclassified to confirm to the current year classification.
As per our report of even date For and on behalf of the Board of Directors
For S.S. Kothari Mehta & Co.
Chartered Accountants
ICAI Registration No.000756N

Sd/- Sd/- Sd/-

Neeraj Bansal Maninder Singh Grewal Michel Borst
Partner Chairman Chief Executive Officer
Membership No. 095960 DIN : 00648031

Sd/- Sd/-
Place : New Delhi Gopala Subramanium Tarun Rastogi
Date : August 14, 2018 Chief Financial Officer VP-Legal & Company Secretary
ICSI Membership No.: A18392

www.dionglobal.com 162
 Dion Global Solutions Limited
Form AOC-1

(Pursuant to first proviso to Section 129 (3) read with rule 5 of the Companies (Accounts) Rules, 2014)
Statement containing salient features of Financial Statements of Subsidiaries/Associate companies/Joint Ventures
Sl. Name of Holding /Subsidiary  Holding Subsidiaries
No. Company

Dion Global Regius Overseas Dion Global Dion Global Dion Global Dion Global Dion Global Solu- Dion Global Solu- Dion Global Dion Global Solu- Dion Global
Solutions Holding Co. Solutions Pty Ltd Solutions Solutions (Asia Solutions tions (NZ) Ltd tions (HK) Ltd Solutions (MY) Sdn tions (Singapore) Solutions
Limited Limited (Australia) Pty Ltd Pacific) Pty Ltd (Development) Bhd. Pte. Ltd Vietnam Com-
Pty Ltd* pany Ltd.

  The date since when subsidiary - November 6, 2007 November 7, 2007 November 7, 2007 November 7, 2007 November 7, 2007 November 7, 2007 November 7, 2007 November 7, 2007 November 7, 2007 July 29, 2008
was acquired

1 Share Capital 3,222.74 26,388.37 6,463.60 1,437.77 1,987.62 0.00 23.59 2,352.28 378.89 672.08 13.71

2 Reserves & Surplus (37,936.16) (8,218.00) (527.43) (3,724.52) (391.06) (0.00) (198.27) (9,275.09) (724.23) (3,272.28) (1,485.44)

3 Total Assets 3,199.13 47,796.18 6,356.46 977.46 2,082.94 (0.00) 5.79 6,607.10 17.17 711.98 0.02

4 Total Liabilities 39,044.21 29,625.80 420.29 3,264.21 486.39 0.00 180.47 13,529.91 362.51 3,312.18 1,471.75

5 Details of Investment 1,131.67 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

6 Total Income 4,557.28 880.18 0.00 1,805.91 1,181.89 0.00 207.61 779.62 145.26 1,700.82 0.00

7 Profit before taxation and (4,536.57) (3,221.72) (112.17) (620.13) (768.32) (1.48) (158.06) (1,234.32) (87.09) (1,308.85) (26.77)
Exceptional Item

8 Provision for taxation 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

9 Profit after taxation (51,099.55) (3,221.72) (112.17) (620.13) (768.32) (1.48) (158.06) (1,234.32) (87.09) (1,308.85) (26.77)

10 Proposed Dividend - - - - - - - - - - -

11 % of Shareholding - 100 100 100 100 100 100 100 100 100 100

  Exchange Rate (PL Average) 1.00 64.99 49.78 49.78 49.78 49.78 46.29 64.99 64.99 64.99 0.00

  Exchange Rate (BS Closing) 1.00 65.14 50.03 50.03 50.03 50.03 47.18 65.14 65.14 65.14 0.00

  Reporting Currency INR U$ A$ A$ A$ A$ NZ$ US$ US$ US$ VND

  Reporting Period for the - - - - - - - - - - -

subsidiary concerned, if
different from the holding
Company’s reporting period
Notes:
1) *Voluntary de-registered w.e.f January 10, 2018

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 Dion Global Solutions Limited
Form AOC-1
(Pursuant to first proviso to Section 129 (3) read with rule 5 of the Companies (Accounts) Rules, 2014)
Statement containing salient features of Financial Statements of Subsidiaries/Associate companies/Joint Ventures
Sl. Name of Holding / Subsidiaries
No. Subsidiary 
Dion Global Dion Global Dion Latam, Dion Panama, Chase Cooper DBS Financial Chase Cooper Dion Global Dion Glob- Indigo Dion Global Oliverays
Solutions Solutions Inc. S.A.# S.A.# Limited Systems Limited Holdings Solutions (UK) al Solutions (London) Solutions Innova-
(Canada) Ltd. Limited Ltd (London) Holdings Gmbh tions Ltd

www.dionglobal.com
Ltd. Ltd.
  The date since when December 19, June 27, 2011 April 27, 2015 April 27, 2015 August 6, 2010 August 6, 2010 August 6, 2010 November 7, November November January 3, January 1,
subsidiary was acquired 2011 2007 24, 2011 24, 2011 2012 2009
1 Share Capital 0.10 0.65 0.00 0.00 441.60 0.09 8.62 12,710.31 0.00 2,471.01 401.39 5.00
2 Reserves & Surplus (402.23) (1,647.39) 0.00 0.00 165.09 (26.44) 1,692.22 (2,839.95) 1,768.48 3,873.00 (6,645.53) 1.26
3 Total Assets 3,457.32 0.00 0.00 0.00 2,101.08 - 623.67 14,349.70 4,968.15 8,442.06 4,901.32 7.27
4 Total Liabilities 3,859.45 1,646.74 0.00 0.00 1,494.39 26.35 0.53 4,479.34 3,199.67 2,098.04 11,145.46 1.02
5 Details of Investment 0.00 0.00 0.00 0.00 - - 1,077.70 0.00 0.00 0.00 - 0.00
6 Total Income 539.98 0.00 5.42 5.36 1,901.29 - - 163.74 5,581.09 0.00 7,867.15 0.10
7 Profit before taxation and (52.25) (47.46) 0.42 0.36 19.48 - - (52.03) 1,351.41 (48.90) 11.78 (0.71)
Exceptional Item
8 Provision for taxation 0.00 0.00 0.00 0.00 - - - 0.00 0.00 0.00 1.33 0.00
9 Profit after taxation (52.25) (47.46) 0.42 0.36 19.48 - - (52.03) 1,351.41 (48.90) 10.45 (0.71)
10 Proposed Dividend - - - - - - - - - - - -
11 % of Shareholding 100 100 100 100 44.00 44.00 44.00 100 100 100 100.00 100
  Exchange Rate (PL 49.60 64.99 64.99 64.99 85.02 85.02 89.84 86.28 86.28 86.28 86.28 1.00
Average)
  Exchange Rate (BS Closing) 50.51 65.14 65.14 65.14 86.22 86.22 86.22 91.27 91.27 91.27 91.27 1.00
  Reporting Currency CAD US$ US$ US$ GBP GBP GBP GBP GBP GBP GBP INR
Reporting Period for the - - - - December 31, December 31, December 31, - - - - -
subsidiary concerned, if 2017 2017 2017
different from the holding
Company’s reporting
period
Notes:
1) # Dissolved w.e.f November 15, 2017
2) All Profit and Loss items have been converted at average rates and Balance Sheet items have been converted at closing rates

Part “B” : Associates and Joint Venture

There are no Associates and Joint Ventures in the Group

Sd/- Sd/-
Maninder Singh Grewal Michel Borst
Chairman Chief Executive Officer
DIN : 00648031
Sd/- Sd/-
Place : New Delhi Gopala Subramanium Tarun Rastogi
Date : August 14, 2018 Chief Financial Officer VP-Legal & Company Secretary
ICSI Membership No.: A18392

164