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Auditor Report of Dion Global Solutions Ltd.

Mar 31, 2016

INDEPENDENT AUDITORâS REPORT

TO THE MEMBERS OF DION GLOBAL SOLUTIONS LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying Standalone Financial Statements of

Dion Global Solutions Limited(âthe Company"), which comprise the Balance Sheet as at 31^stMarch, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

Our responsibility is to express an opinion on these Standalone 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 there under.

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 financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the 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 Companyâs Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone 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, of the state of affairs of the Company as at 31 ^stMarch,

2016, and its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs 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 obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors as on 31^stMarch, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 ^stMarch, 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of theCompany and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditorâs 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 21 to the financial statements;

ii. There has been nonmaterial 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.

Annexure A to the Independent Auditorâs Report to the members of Dion Global Solutions Limited dated 23^rd May, 2016 Report on the matters specified in paragraph 3 of the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 (âthe Actâ) as referred to in paragraph 1 of âReport on Other Legal and Regulatory Requirementsâ section

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) The Company has physical 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;

(c) We are unable to comment on Clause (i)(c) of paragraph 3 of the Order with respect to land of Rs. 26,00,000 being immovable property held by the Company as title deeds thereof are being traced by the Company.

(ii) The Company does not have any inventory as defined in Accounting Standard (AS) 2 âValuation of Inventoriesâ. Accordingly, clause (ii) of Paragraph 3 of the Order is not applicable to the Company;

(iii) The Company has granted loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. With respect to the said loans, we have to state that:

(a) In our opinion the terms and conditions of the grant of such loans are not prejudicial to the companyâs interest;

(b) The schedule of repayment of principal and payment of interest has been stipulated and the repayments or receipts are regular;

(iv) The 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) Except for few delays in payment of tax deducted at sources (TDS), service tax and provident fund, the Company is regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to 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 became 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 (Rs. In Lacs)	Period
1.	Income Tax	Appeal before the Income Tax Appellate Tribunal, Mumbai	85.34	2007-08
2.	Service Tax	Appeal has been allowed subject to verification by Superintendent of Service Tax	4.90	2007-08 to 2010-11
		Appeal is pending before CESTAT, Bangalore.	354.54 plus equivalent penalty	1 April 2006 to 15 May 2008
		Appeal before commissioner of central excise (adjudication)	122.17	2008-09 to 2010-11
3.	Value Added Tax	Appeals before commercial tax tribunal (Bangalore)	75.21² 14.75*	2006-07 2007-08

* The full amount is deposited by way of 50% cash and balance 50% is secured by way of bank guarantee @ The CESTAT, Bangalore after hearing has allowed stay of demand on deposit of Rs 50.00 lacs that has been deposited by the Company.

(viii) The Company has not defaulted in repayment of loans or borrowing to banks. There is no loan or borrowing from any financial institutions or government. The Company has not issued any debentures;

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. No term loans were raised during the year;

(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 paid or provided for the managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act;

(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 para 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

Firmâs Registration No. 000756N

Sd/-

K K Tulshan

Place of Signature: Gurgaon Partner

Date: 23^rdMay, 2016 Membership No. 085033

Mar 31, 2015

We have audited the accompanying Standalone Financial Statements of Dion Global Solutions Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss,the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including theAccounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 these standalone 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 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 there under.

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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether dueto fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. 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 ofthe financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, of the state of affairs of the Company as at March 31, 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure 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 obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. On the basis of the written representations received from the Directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 22 to the financial statements;(and also refer below note):

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note (34.1) on ''Hedge Accounting'' to the financial statements;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to Auditor''s Report

Annexure referred to in paragraph 1 of ''Report on Other Legal and Regulatory Requirements'' of the Independent Auditor''s Report of even date to the Members of Dion Global Solutions Limited on its Standalone Financial Statements as of and for the year ended March 31,2015.

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) The Company has a process of physical verification of fixed assets that covers every item of fixed assets over a period of three years. In our opinion, this periodicity and manner of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification undertaken during the year;

(ii) The Company does not have any inventory as defined in Accounting Standard (AS) -2, ''Valuation of Inventories''. Therefore,Clauses (ii)(a) , (ii)(b) & (ii)(c) of the Order are not applicable to the Company.

(iii) The Company has granted unsecured loan to one Company covered in the register maintained under Section 189 of the Companies Act, 2013 ("Act"). The maximum amount during the year of such loan and year-end balance is Rs. 17.16 Crores and Rs. 14.74 Crores respectively.

(iv) There is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory

and fixed assets and for the sale of goods and services. There is no continuing failure to correct major weaknesses in the internal control system;

(v) As the Company has not accepted deposits, 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) As informed to us, the Company is an IT and IT-enabled services company. Therefore as per general circular no. 67/2011 dated 30th November, 2011 issued by the Government of India, Ministry of Corporate Affairs, Cost Audit Branch, the Company is not required to maintain cost records under sub- section (I) of Section 148 of the Act.

(vii) (a) The Company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, 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 became payable;

(b) The particulars of dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess that have not been deposited on account of any dispute are as under:

S. Name of the Nature of Dues Amount No Statute (Rs. Lacs)

1 Karnataka Value Demand of VAT/CST on Online 75.21* Added Tax Act, 2003 Information and Data Retrieval Services: 14.75*

2 Income Tax Act, 1961 Demand on account of 85.34 disallowance of Expenditure

TDS Demand u/s 201(1)/201(1A) 0.15

0.0015

3 Cenvat Credit Disallowance of Cenvat 4.90 Credit taken & utilized on Rules, 2004 Air travel and catering services.

Non - payment of service - tax 354.54 lacs on management consultancy plus service equivalent penalty @

Short payment of service tax 122.17 lacs on software development

Name of the Statute Period to Forum where which the the dispute amount relates is pending

Karnataka Value Added Tax Act, 2003 2006- 07 Appeals before Commercial Taxes

2007- 08 tribunal (Bangalore)

Income Tax Act, 1961 2007-08 Appeal before the income Tax Appellate Tribunal, Mumbai

2007- 08 Appeal filed before 2008- 09 CIT(A)(TDS)

Cenvat Credit Credit taken & utilized Rules, 2004 2007- 08 to Appeal has been allowed 2010-11 subject to verification by Superintendent of Service Tax

1 April 2006 Appeal is Pending to before CESTAT, 15 May 2008 Bangalore

2008- 09 to Appeal before 2010-11 commissioner of central excise (adjudication)

*The full amount is deposited by way of 50% cash and balance 50% is secured by way of bank guarantee.

@ The CESTAT, Bangalore after hearing has allowed stay of demand on deposit of Rs 50.00 lacs that has been deposited by the Company.

(c) The amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time;

(viii) The Company has been registered for a period of more than five years. The Company has accumulated losses at the end of the financial year. It has incurred cash losses in this financial year but not in the immediately preceding financial year;

(ix) The Company has not defaulted in repayment of dues to a financial institution or bank. The Company has not issued any debentures;

(x) The Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the Company;

(xi) The term loans were applied for the purpose for which the loans were obtained;

(xii) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year

For S. S. KOTHARI MEHTA & CO.

Chartered Accountants Firm Registration No. 000756N

Sd/- (K. K. Tulshan)

Place : New Delhi Partner

Date : May 26, 2015 Membership No. 085033

Mar 31, 2014

We have audited the accompanying Financial Statements of Dion Global Solutions Limited ("the Company") which comprises the Balance Sheet as at 31stMarch, 2014, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and Notes to the Financial Statements comprising of a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (Âthe Act'') read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation, and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to error or fraud. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstancesbut not for the purpose of expressing an opinion on the effectiveness of entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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: i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014; ii) In the case of Statement of Profit and Loss, of the loss of the Company for the year ended on that date; and iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (Âthe Order''), as amended, issued by the Central Government of India in terms of sub Â section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order;

2. As required by Section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub- section (3C) of Section 211 of the Act, read with the General circular 15/2013 dated13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e. On the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Annexure to Auditor''s Report

Referred to in clause 1 of paragraph on ''Report on Other Legal and Regulatory Requirements'' of the Auditor''s Report of even date to the members of Dion Global Solutions Limited on the financial statements as of and for the year ended March 31, 2014.

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years, which in our opinion,is reasonable having regard to the size of the Company and the nature of its assets. As part of this programme, the Management has physically verified certain fixed assets during the year andno material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no substantial part of fixed assets has been disposed offby the Company during the year that affects the going concern status of the Company.

(ii) The Company does not have any inventory as defined in Accounting Standard (AS) -2, ''Valuation of Inventories''. Therefore clauses (a) to (c) of paragraph 4(ii) of the Order are not applicable to the Company.

(iii) (a) As informed to us, the Company has granted unsecured loans to one company covered in the register maintained under Section 301 of the Companies Act, 1956.The maximum amount during the year of such loans and year-end balance is Rs. 1775.78 Lacs and Rs. 1680.95 Lacs respectively.

(b) In our opinion, the rate of interest and other terms and conditions of such loans given by the Company are prima facie not prejudicial to the interest of the Company.

(c) In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are also regular in payment of interest as applicable.

(d) There is no overdue amount outstanding at the end of the year in respect of the above said loans.

(e) The Company has taken unsecured loans from 3 companies covered in the register maintained under Section 301 of the Act. The maximum amount during the year of such loans and year- end balance is Rs. 3845.75 Lacs and Rs. Nil respectively.

(f) In our opinion, the rate of interest & other terms and conditions on which these loans have been taken are not, prima facie, prejudicial to the interest of the Company.

(g) The Company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.There are no overdue amounts in respect of these loans.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal

control system commensurate with the size of the Company and the nature of its business with regard to purchaseof fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any instance of a continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of the all contracts and arrangement that need to be entered into the register maintained under section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrange- ments entered in the register maintained under section 301 of theAct and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are prima facie reasonable having regard to prevailing market prices available at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Act and the rules framed thereunder.

(vii) In our opinion, the Company has an adequate internal audit system commensurate with the size and nature of business of the Company.

(viii) As informed to us, the Company is an IT and IT- enabled services company. Therefore as per general circular no. 67/2011 dated 30th November, 2011 issued by the Government of India, Ministry of Corporate Affairs, Cost Audit Branch, the Company is not required to maintain cost records under Section 209(1)(d) of the Act.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues, including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities. Further, there were no undisputed amounts outstanding at the year end for a period of more than six months from the date they became payable.

(b) According to the information and expla- nations given to us and the records of the Company examined by us, there are no dues of income tax, sales tax, custom duty, wealth tax, excise duty, service tax as at March 31, 2014 which have not been deposited on account of any dispute except as below:

S. Name of the Nature of Dues No Statute

1 Karnataka Value Demand of VAT/CST on Online Added Tax Act, 2003 Information and Data Retrieval Service.

2. Income Tax Act, 1961 Demand on account of disallowance of Expenditure TDS Demand u/s 201(1)/201(1A)

3 Cenvat Credit Disallowance of Cenvat Credit taken & utilized on Rules, 2004 Air travel and catering service.

Non - payment of service - tax on management consultancy service

Amount Period to Forum where (Rs.Lacs) which the the dispute amount is pending relates 1.Karnataka Value 75.21* 2006-07 Appeals before Joint Added Tax ACT,2003 Commissioner of 14.75* 2007-08 Commercial Taxes (Appeal-2), Bangalore

2.Income Tax Act,1961 85.34 2007-08 Appeal before the income Tax Appellate Tribunal, Mumbai 0.24 2007-08 Appeal filed before 3.59 2008-09 CIT(A).

3.Cenvat Credit 4.90 2007-08 to Company has filed Rules,2004 2010-11 an appeal before Commissioner (A), Service Tax Department, and Bangalore.

354.54 1 April Company has filed an plus 2006 to appeal before CESTAT, equiva- 15 May 2006 Bangalore lent penalty

*The full amount is deposited by way of 50% cash and balance 50% is secured by way of bank guarantee.

@ The CESTAT, Bangalore after hearing has allowed stay of demand on deposit of Rs 50.00 lacs that has been deposited by the Company.

(x) The Company had accumulated losses as at March 31, 2014. It hasnot incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information and explanations given to us, in our opinion, the Company has not defaulted in repayment of its dues to banks.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company.

(xiv) The Company has maintained proper records of transactions and contracts for purchase and sale of units/ securities during the year under review and timely entries were made therein. All shares, securities and other investments have been held by the Company in its own name.

(xv) In our opinion, and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks or financial institutions during the year are not prejudicial to the interest of the Company.

(xvi) As per the information and explanations given to us and on the basis of our examination of the records, the Company has applied the term loans for the purpose for which they were obtained.

(xvii) On the basis of an overall examination of the Company, in our opinion, and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

(xviii) The Company has during the year not made preferential allotment of shares to parties and Companies covered in register maintained under section 301 of the Act.

(xix) The Company has not issued any debentures during the year, therefore clause (xix) of the Order is not applicable to the Company.

(xx) The Company has not raised any money by public issue during the year.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For S. S. KOTHARI MEHTA & CO. Chartered Accountants Firm Registration No. 000756N Sd/- (K. K. Tulshan) Place : New Delhi Partner Date : May 27, 2014 Membership No. 085033

Mar 31, 2013

Report On the Financial Statements

We have audited the accompanying Financial Statements of Dion Global Solutions Limited (''the Company'') which comprises the Balance Sheet as at 31st March, 2013, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and Notes to the Financial Statements comprising of a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (''the Act''). This responsibility includes the design, implementation, and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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:

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

ii) In the case of Statement of Profit and Loss, of the loss of the Company for the year ended on that date; and

iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (''the Order'') issued by the Central Government of India in terms of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order;

2. As required by Section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub- section (3C) of Section 211 of the Act;

e. On the basis of written representations received from the Directors as on 31 March 2013, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March 2013, from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Annexure

Re: Dion Global Solutions Limited Referred to in clause 1 of paragraph on ''Report on Other Legal and Regulatory Requirements of our report of even date,

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off any substantial part of the tangible and intangible assets that affects the going concern status of the Company.

(ii) The Company does not have any inventory as defined in Accounting Standard (AS) - 2, ''Valuation of Inventories''. Therefore clauses (a) to (c) of paragraph 4(ii) of the Order are not applicable to the Company.

(iii) (a) As informed to us, the Company has granted unsecured loans to 1 companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year-end balance of such loan is Rs. 3.20 crores and Rs. 0.59 crores respectively.

(b) In our opinion and according to the information and explanations given to us, the terms and conditions of such loans are, not prima facie, prejudicial to the interest of the Company.

(c) In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are also regular in payment of interest as applicable.

(d) There is no overdue amount outstanding at the end of the year in respect of the above said loans.

(e) The Company has taken unsecured loans from 4 company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year and year end balance is Rs. 149.23 crores and Rs. 20.16 crores respectively.

(f) In our opinion the rate of interest and other terms & conditions on which these loans have been taken are not prime facie prejudicial to the interest of the Company.

(g) The Company is regular in payment of interest and there are no overdue amounts in respect of these loans.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and for the sale of goods and services. According to the information and explanations given to us, we have neither come across nor have been informed of any instance of a continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that all the particulars of contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered into the register in pursuance to section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lacs in respect of any party during the year, have been made at prices which are prima facie reasonable having regard to the prevailing market prices available at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder.

(vii) In our opinion, the Company has an adequate internal audit system commensurate with the size and nature of its business.

(viii) As informed to us, the Company is an IT and IT-enabled services company. Therefore as per general circular no. 67/2011 dated 30th November, 2011 issued by the Government of India, Ministry of Corporate Affairs, Cost Audit Branch, the Company is not required to maintain cost records u/s 209(1)(d) of the Companies Act, 1956.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities. Further, there were no undisputed amounts outstanding at the year-end for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, custom duty, wealth tax, excise duty, service tax and cess, which have not been deposited on account of any dispute, are as follows: -

S. Name of the Nature of Dues Amount No Statute (Rs. Lacs)

1 Karnataka Value Demand of VAT/CST on Online 75.21* Added Tax Act,2003 Information and Data Retrieval Service. 14.75*

2 Income Tax Act, 1961 Demand on account of 85.34 disallowance of Expenditure

TDS Demand u/s 201(1)/201(1A) 1.88

3.59

3 Cenvat Credit Disallowance of Cenvat 4.90 Credit taken & utilized on Rules, 2004 Air travel and catering service.

Non - payment of service - tax 354.54 lacs on management consultancy plus service equivalent penalty @

Name Period to Forum where which the the dispute amount relates is pending

Karnataka Value 2006-07 Appeals before Joint Commissioner of

2007-08 Commercial Taxes (Appeal-2), Bangalore

Income Tax Act, 1961 2007-08 Appeal before the income Tax Appellate Tribunal, Mumbai

2007-08 Appeal filed before 2008-09 CIT(A).

Cenvat Credit 2007-08 to Company has filed an appeal before 2010-11 Commissioner (A), Service Tax Department, and Bangalore.

1 April 2006 Company has filed an to appeal before CESTAT,

15 May 2008 Bangalore

* The full amount is deposited by way of 50% cash and balance 50% is secured by way of bank guarantee. @The CESTAT, Bangalore after hearing has allowed stay of demand on deposit of Rs. 50.00 lacs that has been deposited by the Company.

(x) The Company has accumulated losses as at the close of this financial year. The Company has not incurred cash losses during the financial year covered by our audit but had incurred cash losses in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information and explanations given to us, in our opinion, the Company has not defaulted in repayment of its dues to banks.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund, nidhi, mutual benefit fund or a society.

(xiv) The Company has maintained proper records of transactions and contracts for purchase and sale of units / securities during the year under review and timely entries were made therein. All shares, securities and other investments have been held by the Company in its own name.

(xv) In our opinion, and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks or financial institutions during the year are not prejudicial to the interests of the company.

(xvi) As per the information and explanations given to us and on the basis of our examination of the records, the Company has applied the term loan for the purposes for which it was obtained.

(xvii) According to the information and explanations given to us and on the basis of an overall examination of the balance sheet of the Company, in our opinion, the funds raised by the Company on short-term basis have not been used for the long-term investment.

(xviii) The Company has during the year not made preferential allotment of the shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money by public issue during the year.

(xxi) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the year, nor have we been informed of such case by the management.

For S. S. KOTHARI MEHTA & CO.

Chartered Accountants

Firm Registration No. 000756N

(K. K. Tulshan)

Place:New Delhi Partner

Date : May 28, 2013 Membership No. 085033

Mar 31, 2012

1. We have audited the attached balance sheet of Dion Global Solutions Limited, as at 31st March, 2012, and also the statement of profit and loss and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended by the Companies (Auditor's Report) (Amendment) Order, 2004) issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) The balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the balance sheet, statement of profit and loss and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) In the case of the balance sheet, of the state of affairs of the Company as at 31st March, 2012;

b) In the case of the statement of profit and loss, of the loss for the year ended on that date; and

c) In the case of the cash flow statement, of the cash flows for the year ended on that date.

Annexure

Re: Dion Global Solutions Limited

Referred to in paragraph 3 of our report of even date,

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and discrepancies, which does not seem to be material, noticed on such verification are being reconciled by the company.

(c) During the year, the Company has disposed off a substantial part of the tangible and intangible assets as it has shifted its base from Bangalore to Noida, NCR. According to the information and explanations given to us, we are of the opinion that the sale of said tangible and intangible assets has not affected the going concern status of the Company.

(ii) (a) The Company used to trade in Shares and Securities. The stock in hand as at the opening of the Financial year has been reclassified as 'Non Current Investments' and restated at cost in accordance with Accounting Standards (AS)- 13- 'Accounting for Investments' elaborated in Note-14 to the Notes to the Financial Statements. These shares and securities have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of aforesaid shares and securities followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of the aforesaid shares and securities. As explained to us, no discrepancies were noticed on verification between the physical stocks and the book records.

(iii) (a) As informed to us, the Company has granted unsecured loans to 4 companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year-end balance of such loan is Rs. 182.74 crores and Rs. 38.20 crores respectively.

(b) In our opinion and according to the information and explanations given to us, the terms and conditions of such loans are, not prima facie, prejudicial to the interest of the Company.

(c) In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are also regular in payment of interest as applicable.

(d) There is no overdue amount outstanding at the end of the year in respect of the above said loans.

(e) The Company has taken unsecured loans from 4Companies covered in the register maintained under section 301 of the Companies Act, 1956.The maximum amount involved during the year and year end balance is Rs.470.48 crores and Rs. 94.72 crores respectively.

(f) In our opinion the rate of interest and other terms & conditions on which these loans have been taken are not prime facie prejudicial to the interest of the Company.

(g) The Company is regular in payment of interest and there are no overdue amount in respect of these loans.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and for the sale of goods and services. According to the information and explanations given to us, we have neither come across nor have been informed of any instance of a continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that all the particulars of contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered into the register in pursuance to section 301 of the Companies Act, 1956 and exceeding the value of Rs.5 lacs in respect of any party during the year, have been made at prices which are prima facie reasonable having regard to the prevailing market prices available at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion, the Company has an adequate internal audit system commensurate with the size and nature of its business.

(viii)As informed to us, the company is an IT and IT- enabled services company besides being a research and analysis company. Therefore as per general circular no. 67/2011 dated 30th November, 2011 issued by the Government of India, Ministry of Corporate Affairs, Cost Audit Branch, the Company is not required to maintain cost records u/s 209(1)(d) of the Companies Act, 1956.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities. Further, there were no undisputed amounts outstanding at the year-end for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, custom duty, wealth tax, excise duty, service tax and cess, which have not been deposited on account of any dispute, are as follows: -

S. Name of the Nature of Dues Amount No Statute (Rs. Lacs)

1 Karnataka Value Demand of VAT/CST on Online *75.21 Added Tax Act, 2003 Information and Data Retrieval Service. *14.75

2 Income Tax Act, 1961 Disallowance of Expenditure 29.38

Demand on account of 85.34 disallowance of Expenditure

Demand on account of 125.39 disallowance of Expenditure

Demand on account of 98.46 disallowance of Expenditure

TDS Demand u/s 201(1)/ 1.88

201(1A) 3.59

3 Cenvat Credit Disallowance of Cenvat 4.90 Rules, 2004 Credit taken & utilized on Air travel and catering service.

Name of the Statute Period to Forum where which the the dispute amount relates is pending

Karnataka Value Added Tax Act, 2003 2006-07 Appeals before Joint Commissioner of 2007-08 Commercial Taxes (Appeal-2), Bangalore

Income Tax Act, 1961 2004-05 Appeal before CIT(A)-XIII, New Delhi

2007-08 Appeal before the Income Tax Appellate Tribunal, Mumbai.

2008-09 Appeal filed before CIT (A). New Delhi

2009-10 Appeal filed before CIT (A).New Delhi

2007-08 Appeal filed before 2008-09 CIT(A).

Cenvat Credit Rules, 2004 2007-08 to Company is in process of 2010-11 filing appeal before Commissioner (A), Service Tax Department, and Bangalore.

* The full amount is deposited by way of 50% cash and balance 50% is secured by way of bank guarantee.

(x) The Company has accumulated losses as at the close of the financial year. The Company has incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information and explanations given to us, in our opinion, the Company has not defaulted in repayment of its dues to banks.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund, Nidhi, mutual benefit fund or a society.

(xiv) The Company has maintained proper records of transactions and contracts for purchase and sale of units / securities during the year, if any, under review and timely entries were made therein. All shares, securities and other investments have been held by the Company in its own name.

(xv) In our opinion, and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by other banks or financial institutions during the year are not prejudicial to the interests of the company

(xvi) As per the information and explanations given to us and on the basis of our examination of the records, the Company has not taken any term loans.

(xvii) According to the information and explanations given to us and on the basis of an overall examination of the balance sheet of the Company, in our opinion, the funds raised by the Company on short-term basis have not been used for the long-term investment.

(xviii) The Company has during the year made preferential allotment of the shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the Company.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money by public issue during the year.

(xxi) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the year, nor have we been informed of such case by the management.

For S. S. KOTHARI MEHTA & CO. Chartered Accountants

(Firm Registration No. 000756N)

(CA K. K. Tulshan)

Place : New Delhi Partner

Date : May 28, 2012 Membership No. 085033

Mar 31, 2011

We have audited the attached Balance Sheet of DION GLOBAL SOLUTIONS LIMITED (Formerly RELIGARE TECHNOVA LIMITED) as at 31st March, 2011 and also the annexed Profit and Loss Account and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor's Report) Order 2003 (as amended) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 (the Act) we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

ii. 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.

iii. The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the Books of Account.

iv. In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section 3(C) of Section 211 of the Act.

v. Based on representations made by all the Directors of the Company to the Board and the information and explanations as made available to us by the Company, none of the Directors of the Company prima-facie have any disqualifications as referred to in clause (g) of sub-section (1) of Section 274 of the Act.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon 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:

a) in the case of the Balance Sheet, of the state of the affairs of the Company as at 31st March, 2011,

b) in the case of the Profit and Loss Account, of the Loss for the year ended on that date,

and

c) in the case of Cash Flow Statement of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITOR'S REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31st March, 2011 OF DION GLOBAL SOLUTIONS LIMITED (Formerly RELIGARE TECHNOVA LIMITED).

On the basis of such checks as we considered appropriate and in terms of the information and Explanation given to us, we state that:

i. a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets.

b) As explained to us, the fixed assets have been physically verified by the management in accordance with a phased programme of verification, which is in our opinion, is reasonable, considering the size and the nature of its business. No material discrepancies were noticed on such verifications.

c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern.

ii. a) The Company used to trade in Shares and Securities, the balance of which is closing stock. The Stock has been physically verified during the year by the management. In our opinion the frequency of verification is reasonable.

b) The Company is maintaining proper records of physical stock of securities.

iii. a) The Company has granted unsecured loan to a company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year -end balance of such loan aggregates to Rs. 55 Lacs.

b) In our opinion, the rate of interest and other terms and conditions of such loan are not prima facie prejudicial to the interest of the Company.

c) In respect of the aforesaid loan, the party is repaying the principal amounts as stipulated and is also regular in payment of interest, as applicable.

d) In respect of the aforesaid loan granted, there is no overdue amount more than Rupees One Lac.

e) The Company has taken loans from four companies during the year. At the end of the financial year, the outstanding balance of such loans was Rs. 18,486 Lacs and the maximum amount involved during the year was Rs. 37,996 Lacs.

f) The rate of interest and other terms and conditions of such loans, in our opinion, prima facie are not prejudicial to the interest of the Company.

g) The payments of principal amount and interest during the year have been regular as stipulated where applicable.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for purchase of inventories and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid control systems.

v. a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered in the register maintained under Section 301 of the Act have been so entered.

b) Where the transactions (excluding loans reported under paragraph (iii) above) are in excess of Rs. 5,00,000 in respect of any party during the year, the transactions have been made at prices which are, prima facie, reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits from the public.

vii. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

viii. a) The Company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities applicable to it.

b) At the end of the financial year there were no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess, which have not been deposited on account of any dispute.

ix. The Company has accumulated losses at the end of the financial year exceeding fifty percent of its net worth. The Company has incurred cash losses during the financial year and in the immediately preceding financial year.

x. According to the records produced, the Company has not defaulted in repayment of its dues to any financial institution or bank or debenture holders during the year.

xi. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xii. In our opinion, and according to the information and explanations given to us, the Company has maintained proper records of transactions and contracts as to dealings or trading in shares, securities, debentures and other investments and have been held by the Company in its own name, except to the extent of the exemption, if any, granted under Section 49 of the Act.

xiii. In our opinion, and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks or financial institutions during the year are not prejudicial to the interest of the Company.

xiv. According to the records of the Company, the Company has not obtained any term loans during the year.

xv. On the basis of review of utilization of funds on an overall basis, in our opinion, the funds raised on short term basis have not been used for long term investment.

xvi. The Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of the Act.

xvii. The Company has not raised any money by public issues during the year.

xviii. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of fraud on or by the Company nor have we been informed by the management of any such instance being noticed or reported during the year.

xix. Clauses (viii), (xiii) and (xix) of the aforesaid Order are not applicable to the Company.

For R.V.SHAH & CO.,

Chartered Accountants ICAI Registration No.109765W

Sd/- (R.V.SHAH)

Place:New Delhi Proprietor

Date : August 2, 2011 Membership No.016097

Mar 31, 2010

We have audited the attached Balance Sheet of RELIGARE TECHNOVA LIMITED as at 31st March, 2010 and also the annexed Profit and Loss Account and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. As required by the Companies (Auditors Report) Order 2003 (as amended) issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 (the Act) we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Older.

3. Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

ii. 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.

iii. The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the Books of Account.

a) in the case of the Balance Sheet, of the state of the affairs of the Company as at 31st March, 2010,

b) in the case of the Profit and Loss Account, of the Loss for the year ended on that date, and

c) in the case of Cash Flow Statement of the cash flows for the year ended on that date.

Annexure to Auditors Report

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31st March,. 2010 OF RELICARE TECHNOVA LIMITED.

On the basis of such checks as we considered appropriate and in terms of the information and Explanation given to us, we state that:

i. a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets.

c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern.

b) The Company is maintaining proper records of physical stock of securities.

iii. (A) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

(B) In respect of loans, secured or unsecured, taken by the Company from parties covered in the register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a. The Company has taken loans from four companies during the year. At the end of the financial year, the outstanding balance of such loans was Rs. 10,063.00 Lacs and the maximum amount involved during the year wa sRs. 19,427.08 Lacs.

b. The rate of interest and other terms and conditions of such loans, in our opinion, prima facie are not prejudicial to the interest of the Company.

c. The payments of principal amount and interest during the year have been regular as stipulated where applicable.

vi. In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by Reserve Bank of India and the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. The said deposits have been repaid during the year. No fresh deposits were accepted during the year.

vii. In our opinion, the Companys present internal audit system is commensurate with its size and nature of its business.

viii. a) The Company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities applicable to it.