DION GLOBAL SOLUTIONSA trusted technology partner to the financial services industry

Investor Presentation | Q4 FY16

www.dionglobal.com

AGENDA

Company business & financial snapshot

#3 - #9

Industry overview #10-#13

Highlights & financials #14-#20

Safe harbor / Forward-looking statements

This presentation may include forward-lookingstatements. These forward-looking statements arestatements regarding Dion’s intentions, estimates,forecasts, projections, beliefs or currentexpectations concerning, among other things,Dion’s results of operations, financial condition,liquidity, prospects, growth, strategies and theindustries in which Dion operates. By their nature,forward-looking statements involve risks anduncertainties because they relate to events anddepend on circumstances that may or may notoccur in the future. Dion cautions you thatforward-looking statements are not guarantees offuture performance and that its actual results ofoperations, financial condition and liquidity and thedevelopment of the industry in which it operatesmay differ materially from those expressed,implied or suggested by the forward-lookingstatements contained in this document. Inaddition, even if Dion’s results of operations,financial condition and liquidity and thedevelopment of the industry in which it operatesare consistent with the forward-looking statementscontained in this document, those results ordevelopments may not be indicative of results ordevelopments in future periods. Dion does notundertake to release publicly any revisions to anyforward-looking statements to reflect events thatoccur or circumstances that arise after the date ofthis presentation.

www.dionglobal.com

We develop software solutions for the global

financial services industry across the entire transaction

lifecycle.

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COMPANY OVERVIEW

Promoter & Promoter Group

Tech Mahindra

Bodies Corporate

FIIs

General Public (including NRIs)

Shareholding pattern Dion is a global financial technology company

Areas of expertise include wealth management

solutions; Broker front office, middle-ware & back office

solution; FATCA CRS solution; GRC solution; Middleware &

bank trading solutions; OTC derivatives pricing & risk

valuation; and Data and content services.

A presence across the global financial markets with

subject matter experts serving the specific and localised

needs of financial institutions

FY16 revenue = INR 230.30cr

CEO: Michel Borst

CFO: Gopala Subramanium

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OUR GROWTH STORY

Launched new high frequency retail trading solution in Australia with institutional capabilities (TCPro | Launched MiFID II compliance solution in UK & Europe (Invantage MiFID II)

Won Best Wealth Management solution in UK award at SITC London | Won Best Implementation of a Technology Solution award at Wealth Briefing European Awards | Launched new mobile trading platform in Australia – TCMobile

Achieved CMMi Level 3 & ISO 9001:2008 certification for Noida development center | Won Best Wealth Management solution in UK award at SITC London

Acquired audit solution in Canada | Signed strategic partnership with Tech Mahindra | Launched FATCA compliance solution | Launnched OTC derivatives pricing & valuation solution (dfferentia) | Won Best Wealth Management solution in UK award at Systems in the City, London

Won Best Wealth Management solution in UK award at SITC London | Launched retail advisory solution in Australia (TradeCentre)

Acquired wealth management solution in UK (Investmaster) | Acquired messaging & workflow middleware solution in Germany (Swissrisk) & expanded geographic reach to Europe

Company renamed to Dion Global Solutions | Acquired stakes in operational risk management solution (Chase Cooper) in UK | Launched mobile trading solution in India

Acquired back office solution in Australia (Capital Market Solution) & acquired geographic reach in Asia Pacific

2014

2016

Promoted by Late Dr. Parvinder Singh as Fortis Financial Services Limited

IPO released & company listed on BSE

Acquired the Empire Finance Company Limited in Mumbai, India

Acquired Online trading solution in India (Asian CerC)

1994

1995

1996

2007

2010

2011

2012

2013

2015

2006

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FINANCIAL SNAPSHOT

128.88

174.06

248.24

222.79

288.75

230.3

0

50

100

150

200

250

300

FY10-11 FY11-12 FY12-13 FY13-14 FY14-15 FY15-16

6-year annual revenue

(All figures are in INR crores)

64.09 67.0256.85 42.35

0

20

40

60

80

100

Q1 Q2 Q3 Q4

FY15-16 quarterly revenue

-55.4

2.3

-57.5

-100

-50

0

50

100

FY14 FY15 FY16

3-yr PBT* trend

*Profit before exceptional item & tax

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WE HAVE DOMAIN & TECHNOLOGY EXPERTISE ACROSS…

DATA & CONTENTWEALTH

MANAGEMENT

FRONT OFFICE

BROKERPOST TRADE

PROFESSIONAL SERVICES

DERIVATIVESFATCA / CRS / GRCMIDDLEWARE /

MESSAGINGBANK TRADING

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WE ARE A TRUSTED FINTECH COMPANY GLOBALLY

500+ staff across 19 offices globally

500+ clients in more than 85 countries

250+ strong development team

9 development centres spread across timezones

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SOME OF OUR CLIENTS

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INDUSTRY SNAPSHOT

Overview of our target industry’s tech spend plan

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GLOBAL TECHNOLOGY SPEND IN FINANCIAL SERVICES

IT budgets in the global retail banking industry will rise to US$157.6bn by 2019

Source: Ovum report on http://www.finextra.com/news/fullstory.aspx?newsitemid=25908

59.3

43.6

16.8

0

10

20

30

40

50

60

70

IT spend by retail banks in 2018

North America Western Europe Asia Pacific

4.80%

2.90%

7.70%

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

7.00%

8.00%

9.00%

Growth in IT spend by retail banks in 2018

North America Western Europe Asia Pacific

In US$ bn

7.3% increase in mobile banking technology spend.

Total spend of US$ 4.2bn in 2015

7% increase in online banking technology spend.

Total spend of US$ 10.8bn in 2015

5.6% increase in multi-channel integration and customer information systems (MI/CIS) technology spend.

Total spend of US$ 7.3bn in 2015

Spend in core banking platforms in global retail banking industry will rise to US$26.2bn by 2019

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WEALTH MANAGEMENT TECHNOLOGY SPEND

Global wealth management technology spending to reach $32bn by the end of 2017By 2016, Celent expects global spending on external software and services will equal 57% of total global IT spending

3.10%

4%4.50%

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

2013 2014 2015

Growth in IT spend by global wealth management industry

4%

14%19%

24%

40%

0%

10%

20%

30%

40%

50%

Not at all Somewhat

unwilling

Neutral Somewhat

willing

Wholly

willing

Firms’ willingness to outsource tech solutions / hosting over next 3 yrs (till 2018)

Source: http://www.ovum.com/global-wealth-management-technology-spending-to-reach-32bn-by-the-end-of-2017/IT platform and spending trends in the investment management industry by Ovumhttps://www.cebglobal.com/blogs/techspend-client-reporting-spending-in-wealth-management-expected-to-increase-22-by-2016/http://wealthmanagement.me/2012/10/27/wealth-management-it-spending-a-global-perspective/

Client Reporting spending expected to increase 22% by 2016

In million USD

0%

10%

20%

30%

40%

50%

60%

Front Office Middle office Back office Distribution

layerBack office is main IT spend area; focus on market connectivity has been driving front-office investment

1219 1275 1335 1403 1479 1561

0

500

1000

1500

2000

2011 2012 2013 2014 2015 2016

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RISK MANAGEMENT TECHNOLOGY TREND

Global expenditure on risk IT systems and services by financial institutions will be $70bn during 2016.Key drivers for FIs to invest in risk technology are regulatory, reputational and operational imperatives.

The demand drivers in financial services (FS) are

strengthening as FIs look to external Software-as-a-

Service (SaaS) providers and outsourced financial

technology (FinTech) utilities in the cloud to meet their

processing and regulatory compliance needs.

The two biggest areas for investment are in the risk

governance and integration field ($22.4bn), which is

being driven by compliance demands, stress test

reporting obligations and risk data aggregation

requirements, and financial crime risk, which follows

closely behind in terms of growth, as cyber and fraud

risks multiply and converge.

$8BILLION

per year to comply with FATCA (Forbes)

112JURISDICTIONS

have signed or committed to FATCA IGA

97JURISDICTIONS

have signed or committed to CRS

185,112FFIs

registered in January out of an IRS estimated 500k

Source: https://www.idc.com/getdoc.jsp?containerId=prUS25606415

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HIGHLIGHTS & FINANCIAL

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KEY HIGHLIGHTS

With the objective to reach scale and diversify, in FY12 Dion Board decided to invest organically as

well as inorganically

Completed 3 acquisitions and developed 4 in-house products between FY12 to FY14.

FY14 was a period of consolidation as we integrated the acquired businesses, decommissioned

below par business units and undertook cost rationalization

FY14 also saw significant investment in 4 new products, dfferentia, FATCA, TradeCentre and D-

CLEAR and its distribution channels

FY15 (9month revenue) saw a 30% growth year on year. Company made an overall profit of over

INR 35cr in FY15.

In FY16, company made investments to help restructure the business, made conscious decisions to

remove low-paying customers and begin focusing on top tier customers across the globe.

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FY16 QUARTERLY FINANCIAL SNAPSHOT

INR in crores

Q1 Q2 Q3 Q4

Revenue 64.09 67.02 56.85 42.36

Expenses 72.05 69.24 66.87 70.34

Our Wealth Management Solution won the Best

Wealth Management Solution award for the 4th

consecutive year at the Systems in the City Award,

London.

We won the Best Implementation of a

Technology Solution Award at the Wealth Briefing

European Awards, UK.

Launched a new mobile trading platform in Australia

– TCMobile.

TradeCentre continues to grow in Australia as we

sign new clients and grow product’s functionality in

the region.

Expanded reach to South Africa with our FATCA

solution – successfully implemented our FATCA

solution at a leading bank in the region.

64.09 67.0256.85 42.36

0

20

40

60

80

100

Q1 Q2 Q3 Q4

QoQ Revenue FY16

72.05 69.24 66.87

70.34

0

20

40

60

80

100

Q1 Q2 Q3 Q4

QoQ Expense FY16

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FY16 CONSOLIDATED BALANCE SHEET

Particulars As at

March 31, 2016

As at

March 31, 2015

Particulars As at

March 31, 2016

As at

March 31, 2015

₹ ₹ ₹ ₹

EQUITY AND LIABILITIES ASSETS

Shareholders' funds Non - current assets

Share capital 422,274,060 422,274,060 Fixed assets

Reserves and surplus 304,966,080 1,220,994,885 Tangible assets 40,737,140 48,337,330

Intangible assets 643,579,948 583,070,828

Minority Interest 91,660,859 114,615,268 Goodwill on Consolidation 3,361,912,489 3,133,538,029

Non - current liabilities Non - current investments 512,542,565 512,542,565

Long - term borrowings 41,666,667 1,715,195,046 Deferred tax assets (net) 39,874,174 39,317,852

Other long term liabilities 33,622,289 53,760,079 Long - term loans and advances 41,095,446 109,779,212

Long - term provisions 400,743,767 249,584,874 Other non - current assets 38,316,324 51,583,599

Current liabilities Current assets

Short - term borrowings 2,098,123,230 1,380,962,096 Trade receivables 494,070,909 802,284,720

Trade payables 47,895,170 44,216,640 Cash and bank balances 24,920,079 322,678,220

Other current liabilities 2,645,841,639 1,245,780,787 Short - term loans and advances 974,954,184 951,333,059

Short - term provisions 86,301,585 112,265,738 Other current assets 1,092,088 5,184,060

TOTAL 6,173,095,346 6,559,649,474 TOTAL 6,173,095,346 6,559,649,474

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FY16 STANDALONE BALANCE SHEET

Particulars As at

March 31, 2016

As at

March 31, 2015

Particulars As at

March 31, 2016

As at

March 31, 2015

₹ ₹ ₹ ₹

EQUITY AND LIABILITIES ASSETS

Shareholders' funds Non - current assets

Share capital 422,274,060 422,274,060 Fixed assets

Reserves and surplus 1,917,979,346 2,038,237,977 Tangible assets 10,848,055 15,537,151

Intangible assets 24,214,498 24,129,406

Non - current liabilities

Long - term borrowings 41,666,667 458,333,333 Non - current investments 2,512,726,759 2,512,726,759

Other long term liabilities 602,509 881,808 Long - term loans and advances 111,835,571 162,548,269

Long - term provisions 18,566,577 16,612,741 Other non - current assets 37,889,101 37,762,625

Current liabilities Current assets

Short - term borrowings 1,036,819,443 570,558,927 Trade receivables 116,754,119 82,612,837

Trade payables 1,734,485 1,011,571 Cash and bank balances 991,772 260,189,630

Other current liabilities 511,423,017 469,346,604 Short - term loans and advances 1,137,284,139 878,921,684

Short - term provisions 2,569,998 2,355,400 Other current assets 1,092,088 5,184,060

TOTAL 3,953,636,102 3,979,612,421 TOTAL 3,953,636,102 3,979,612,421

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FY16 PROFIT & LOSS A/C

Particulars

Year Ended

March 31, 2016

Year Ended

March 31, 2015

Year Ended

March 31, 2016

Year Ended

March 31, 2015

₹ ₹ ₹ ₹

Revenue

Revenue from operations 2,303,016,854 2,887,472,239 343,716,183 351,548,984

Other income 277,196,434 166,919,393 122,841,617 143,107,505

Total Revenue 2,580,213,288 3,054,391,632 466,557,800 494,656,489

Expenses

Employee benefits expenses 1,779,440,766 1,661,345,991 279,161,676 279,639,018

Finance costs 346,505,806 324,300,738 186,975,234 204,593,386

Depreciation and amortization expense 194,157,703 157,453,374 12,648,917 14,606,707

Other expenses 835,199,436 887,734,914 108,030,604 119,121,167

Total Expenses 3,155,303,711 3,030,835,017 586,816,431 617,960,278

Profit/(Loss) before exceptional Item and tax expense (575,090,423) 23,556,615 (120,258,631) (123,303,789)

Exceptional items 309,480,777 - - -

Profit/(Loss) after exceptional Item and before tax (884,571,200) 23,556,615 (120,258,631) (123,303,789)

Tax expense 322,836 11,291,963 - -

Profit/(loss) after Tax and Before Minority (884,894,036) 12,264,652 (120,258,631) (123,303,789)

Share of Profit/(Loss) transferred to Minority (18,052,926) (26,943,468) - -

Profit/(Loss) for the Year (866,841,110) 39,208,120 (120,258,631) (123,303,789)

Consolidated Standalone

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KEY GOALS FOR FY17

FINANCIAL

EBITDA improvement

Cash flow improvement through retirement or swapping of high

interest debt

Aligning financial ratios to industry

Equity capital raise to make selective investments to accelerate

growth, fund restructuring and debt retiral

Implementation of IR/PR program

OPERATIONAL

Restructuring of business and create individual product P&Ls

Increase offshoring to yield additional savings

Improve corporate systems and processes

PRODUCTS

Rebalance product portfolio

Focus on high margin high growth products

Focus on building out and marketing “killer products” i.e. wealth

management, TradeCentre, FATCA suite

SALES

Focus to high/margin-high/growth products

Increase revenue from partners

Aggressive & High Performing Salesforce

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ORGANIZATION STRUCTURE | LEADERSHIP TEAM

Global CEO

Michel Borst

CFO

CTO

HR

Legal / CS

Marketing

Gopala Subramanium

Andreas Wagner

Nishtha Sareen

Tarun Rastogi

Vani Parmar

Head of TC

Head of Wealth

Head of IMM/FMW

Head of FATCA/CRS

Head of dfferentia

Head of GRC

David Bowles

Kean Williams

Juergen Dahmen

Nigel Quantick

Kershasp Carnac

Dave Pinder

Head of TAW/RIS/D-Rive

Head of Post Trade Solutions

Gaurav Kohli

John Brierly

Administration assistant

Victoria Ho

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