The directors are pleased to present the Tenth Annual Report and the
 Audited Statement of Accounts of the Company for the year ended
 December 31, 2010.
 
 Financial Results
 
 As per Indian GAAP Standalone
 
                                          December     December
 Particulars                              31, 2010     31, 2009
                                         (Rs. 000)   (Rs. 000)
 
 Total Income                            2,245,048     2,596,557
 
 Total Expenditure                       1,800,449     2,070,696
 
 Profit before Interest,
 
 Depreciation and Tax                      444,599       525,861
 
 Depreciation & Amortisation               139,213       142,686
 
 Finance Costs                              73,542       147,406
 
 Exceptional cost & prior period           228,250        29,575
 
 Profit / (Loss) before Tax                  3,594       206,194
 
 (including deferred tax)                   18,357       (1,029)
 
 Net Profit / (Loss) after Tax             (14,763)      207,223
 
 Earnings/ (Loss) per share (Rs.)            (0.13)         1.86
 
 As per Indian GAAP Consolidated
 
                                         December         December
  Particulars                            31, 2010         31, 2009
                                        (Rs. 000)       (Rs. 000)
 
 Total Income                           10,945,766       12,039,787
 
 Total Expenditure                      10,095,650       11,338,463
 
 Profit before Interest                    850 116          701 324
 Depreciation and Tax
 
 Depreciation & Amortisation               281,698          398,442
 
 Finance Costs                             337,018          388,788
 
 Exceptional cost & prior period           845,396        3,537,099
 
 Profit / (Loss) before Tax               (613,996)      (3,623,005)
 
 (including deferred tax)                   47,409           98,906
 
 Net Profit / (Loss) after Tax            (661,405)      (3,712,911)
 
 Earnings / (Loss) per share (Rs.)           (5.94)          (33.42)
 
 Review of Operations (Rs. 000)
 
 During the year ended December 31, 2010, the consolidated revenue of
 your Company was Rs. 10,945,766 as against Rs. 12,039,787 during the
 previous year ended December 31, 2009. At a stand alone level the total
 revenue of the Company amounted to Rs. 2,245,048 compared to Rs.
 2,596,557 in the previous year ended December 31, 2009.
 
 Dividend
 
 Your Directors are recommending no Dividend on the Equity Shares.
 
 Share Capital
 
 Your Company has issued 21,667 equity shares of Rs. 10/- each fully
 paid, under Cambridge Solutions Limited Employees Stock Option Plan
 2006 (Program II). The paid up capital has increased to Rs.
 1,114,037,160 comprising of 111,403,716 equity shares of Rs. 10/-each
 fully paid-up.
 
 Subsidiary Companies
 
 Your Company has 14 subsidiary companies, namely Scandent Group Inc.,
 USA, Cambridge Solutions Europe Limited, UK (Formerly Scandent Network
 Europe Ltd., UK), Cambridge Solutions Pte Ltd., Singapore (Formerly
 Scandent Group Pte Ltd, Singapore), Scandent Group Sdn, BHD, Malaysia,
 Indigo Markets Ltd, Bermuda, Cambridge SARL, France (Formerly BWH SARL,
 France), Cambridge Integrated Services Australia Pty Ltd., Australia,
 Cambridge Integrated Services Victoria Pty Ltd., Australia, Cambridge
 Galaher Settlements & Insurance Services, USA, Cambridge Integrated
 Services Group Inc., USA, ProcessMind Holdings Mauritius Limited,
 Mauritius, Nexplicit Infotech India Private Limited, Cambridge
 Solutions PTY Ltd, Australia and Cambridge Builders Private Limited,
 India.
 
 During the year, one of the subsidiaries of the Company, Scandent Group
 Gmbh, Germany, got liquidated and your Company acquired a newly
 incorporated company, Cambridge Builders Private Limited, India which
 has an object to carry on the business of development of special
 economic zones (SEZ).  This acquisition was made for the purpose of
 carrying on the business of SEZ development at the Shimoga in
 association with KEONICS. Your Company invested and acquired 10,000
 Equity Shares of Rs. 10 each of Cambridge Builders Private Limited for
 a consideration of Rs. 10 each, to make it wholly owned subsidiary.
 
 As per Section 212 of the Companies Act 1956, your Company is required
 to attach Directors Report, Balance Sheet and Profit a
 
 Loss Account of these subsidiaries. Your Company has received approval
 from the Central Government for an exemption from such attachment as it
 presents the audited consolidated financial statements of the Company
 and its subsidiaries in the Annual Report. The Directors believe that
 the consolidated accounts present a full and fair picture of the state
 of affairs and the financial condition of the consolidated companies in
 your Company. Accordingly, the Annual Report does not contain the
 financial statements of these subsidiaries, but contains the audited
 consolidated financial statements of the Company and its subsidiaries.
 The accounts of these subsidiary companies along with related
 information are available for inspection during business hours at your
 Companys Registered Office.
 
 Employee Stock Option Plans
 
 Your Company had announced following Employee Stock Option Plans
 (ESOPs) in due compliance with SEBI (ESOS & ESPS) Guidelines, 1999 and
 any amendment thereto, which were approved by the shareholders.
 
 1.  Cambridge Solutions Limited Employee Stock Option Plan 2006.
 
 2.  Scandent Solutions Corportation Limited Employee Stock Option Plan
 2005.
 
 3.  Scandent Solutions Corportation Limited SSI IT Services Employee
 Stock Option Plan 2004.
 
 4.  Scandent Solutions Corporation Limited Employee Stock Option Plan
 2004.
 
 All the outstanding options under Scandent Solutions Corporation
 Limited Employee Stock Option Plan 2004 have lapsed.
 
 The details of options granted, vested and exercised under the first
 three schemes are given in Annexure 1.
 
 Corporate Governance Report
 
 Your Company is committed to good Corporate Governance practices. Your
 Directors endeavour to adhere to the standards set out by the
 Securities and Exchange Board of India (SEBI) Corporate Governance
 practices and accordingly has implemented all the major stipulations
 prescribed.
 
 Your Company followed the good Corporate Governance with optimum
 combination of Executive and Non-Executive Directors and Independent
 Directors throughout the period and your Company is ensuring compliance
 with regard to constitution of Committees such as the Audit Committee
 and Investor Grievance Committee.
 
 A detailed Corporate Governance Report in line with the requirements of
 Clause 49 of the listing agreement regarding the Corporate Governance
 practices followed by the Company and the Practicing Company
 Secretarys Certificate indicating compliance of mandatory requirements
 along with Management Discussion and Analysis Report are given as part
 of the Annual Report.
 
 Directors
 
 Mr. Kunal Kashyap retires by rotation and being eligible offers himself
 for re-appointment.
 
 Personnel
 
 Particulars of employees as required under the provisions of Section
 217(2A) of the Companies Act, 1956, read with the Companies
 (Particulars of Employees) Rules, 1975, as amended forms part of this
 report. However, in pursuance of Section 219(1 )(b)(iv) of the
 Companies Act, 1956, this report is being sent to all the members of
 the Company excluding the aforesaid information and the said
 particulars are made available at the Registered Office of the Company.
 
 Directors Responsibility Statement
 
 As stipulated in Section 217(2AA) of the Companies Act, 1956, your
 Directors, based on the representations received from the Operating
 Management, hereby confirm that:
 
 1.  In the preparation of the annual accounts for the year ended
 December 31, 2010, the applicable Accounting Standards have been
 followed and there were no material departures.
 
 2.  The Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profit or
 loss of the Company for the period.
 
 3.  The Directors have taken proper and sufficient care of the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act for safeguarding the assets of the
 Company and for preventing and detecting fraud and other
 irregularities.
 
 4.  The Directors have prepared the annual accounts on a going concern
 basis.
 
 Auditors
 
 M/s. Price Waterhouse a Co., Chartered Accountants, Statutory Auditors
 of the Company, retire at the conclusion of the ensuing Annual General
 Meeting and being eligible, offer themselves for reappointment.
 
 Conservation of energy, research and development, technology
 absorption, foreign exchange earnings and outgo
 
 Information as per Section 217(1 )(e) of the Companies Act, 1956, read
 with Companies (Disclosure of particulars in Report of the Board of
 Directors) Rules, 1988, is given in the Annexure 2 included in this
 report.
 
 Fixed Deposits
 
 Your Company has not accepted any fixed deposits under Section 58A of
 the Companies Act, 1956 and as such no amount of principal or interest
 was outstanding as of the balance sheet date.
 
 Acknowledgements
 
 Your Directors thank the Companys clients, vendors, investors and
 bankers for their support during the year. Your Directors place on
 record their appreciation of the contribution made by employees at all
 levels.
 
 Your Directors thank the Government of India particularly the Ministry
 of Communication and Information Technology, the Customs and Excise
 Departments, the Software Technology Parks – Bangalore and Chennai, the
 Reserve Bank of India, the State Governments, and other Government
 Agencies for their support, and look forward to their continued support
 in the future.
 
                            For and on behalf of the Board of Directors
 
                                Kenneth Lever            Darren Fisher
 
 Date  : February 28, 2011
 Place : London, UK