The Directors have immense pleasure to present their Eighteenth Annual
 Report together with the audited Balance Sheet and Profit and Loss
 Account for the year ended 30th September, 2012.
 
 CONSOLIDATED FINANCIAL RESULTS:
 
 Business Results are as under:
 
                                             (Rs. in Lakhs)
 Particular                        Current 
                                   Year            Previous 
                                                   Year
                                  (Rs.)           (Rs.)
                                  30.09.2012       30.09.2011
 
 Total Income                      16525.09          8379.81
 
 Total Expenditure                 15872.37          8136.46
 
 Operating Profits (PBIDT)           652.72           243.35
 
 Interest                             96.05            14.57
 
 Depreciation                         78.07            23.44
 
 Profit Before Extra 
 Ordinary Income                     478.60           234.52
 
 Tax Expense                         131.58            39.95
 
 Profit after Current Tax            347.02           165.39
 
 Minority Interest                    48.96            20.90
 
 Profit available for appropriations 298.06           144.47
 
 BUSINESS AND REVIEW OF OPERATIONS & GROWTH OPPORTUNITIES:
 
 Perhaps the Shareholders have widely observed global economic impact
 and rising of the Euro debt crisis leading to recessionary trends in
 the Corporate Sector. Given the circumstances, your Company was still
 able to overcome some of these hurdles and has achieved better
 performance. Your Company continued to focus on the hardware business
 and this segment turned out to be a major revenue earner this year too.
 
 Your Company has registered and taken possession of 12 acres of
 industrial land near Bangalore, allotted by the Government of
 Karnataka.
 
 Meanwhile, an important development which gives this project tremendous
 fillip is that the E-Waste Disposal Rule has been passed by the
 Ministry of Environment and Forests making it mandatory from May 1,
 2012, for all to dispose of their E-Waste through authorised E-waste
 recycler only.
 
 The team from E-Waste Recycling Division is being expanded. Necessary
 licenses were obtained from the Karnataka State Pollution Control Board
 (KSPCB), Bangalore wherein Cerebra has become one of the few
 Enterprises to have this approval in the organized sector. Collections
 of E-Waste from various Generators including from cities like Delhi are
 being made for processing. The availability of the Shredder imported
 from Singapore has been effectively communicated to the potential
 customers. Aggressive marketing efforts are being infused to grow this
 business.
 
 Your Company has enhanced its head count in all its verticals. The
 Directors report that the Company continues to be debt free.
 
 SUBSIDIARY COMPANIES
 
 The Company has following subsidiaries:
 
 1.  Cerebra LPO India Limited.
 
 2.  Geeta Monitors Private Limited.
 
 3.  Cerebra Middle East FZCO, Dubai.
 
 The Ministry of Corporate Affairs, Government of India has issued
 Circular granting general exemption to Companies under Section 212(8)
 of the Companies Acts, 1956 (‘the Act'') from attaching the document
 referred to in Section 212(1) of the Act pertaining to its
 subsidiaries. However, certain information as required is furnished in
 Annexure.
 
 More details on the subsidiaries are exhibited in the Management
 Discussion elsewhere in this Report.
 
 IT/ITES DIVISION:
 
 Cerebra LPO India Limited continued to consolidate its business
 spectrum and was able to achieve improvised results in Legal Process
 Outsourcing and Medical Transcription segments. USA continued to be the
 main target for LPO business whilst MT grew well with the support from
 a UK Client through their Indian arm and also a new client from USA was
 added. LPO business added a client each from Australia and UK in the
 business of Commercial and Residential Conveyancing.
 
 Cerebra Software has recently concluded three contracts for software
 from one of USA''s premier electronic equipment companies for building
 iOS applications i.e.. Apple OS based applications for their equipment
 which enhances the value of the product.
 
 A U.S based company involved in consumer devices has signed up a long
 term partnership with Cerebra for product development and services
 support. This strategic and multi year contract is seeing a lot of
 traction with a slew of products being launched in the U.S.A and other
 markets around the world including India. Cerebra is playing a key role
 here.
 
 ESD Division - The Company is expecting to bag some huge government
 projects and this should help tremendously in the IT solutions space.
 
 Cerebra ME FZCO - Cerebra Middle East subsidiary has signed up with IT
 giants like Fujitsu, Canontech and are expecting some good results from
 there. Further it has signed up with the Marvida Group to represent the
 activities in Bahrain and KSA. Marvida group is one of the leading
 Corporates in the Middle East and has a huge presence in Kingdom of
 Saudi Arabia and Bahrain. With this tie-up Cerebra ME now has access to
 the Saudi and Bahrain markets.
 
 DIVIDEND:
 
 Your Directors regret to inform you that no dividend is recommended for
 the year ended 30th September 2012 considering the aggressive expansion
 programs in different verticals and the need of capital needs - both
 capex and opex.
 
 DIRECTORS:
 
 Mr. T. S. Suresh Kumar and Mr. P. E Krishnan, retire by rotation. In
 accordance with the Companies Act, 1956 and Articles of Association of
 the Company and being eligible, they offer themselves for
 re-appointment.
 
 FIXED DEPOSITS:
 
 Your Company has neither accepted nor renewed any Fixed Deposits during
 the year ended 30th September, 2012.  AUDIT COMMITTEE:
 
 Audit Committee constituted by the Board of Directors with requisite
 composition to fall in line with the prevailing laws continued to
 discharge its functions during the year under report.
 
 AUDITORS:
 
 Messrs Ishwar & Gopal, Chartered Accountants, the existing Auditors,
 have expressed their willingness to get reappointed at the ensuing
 Annual General Meeting.
 
 The Board of Directors recommends their appointment.
 
 AUDITORS'' REPORT:
 
 Regarding comments of the Auditors in their report dated 30th November
 2012 the explanations of the Directors is as follows:
 
 The Management is hopeful of recovering the amount from debtors and
 hence no provision was made.  PARTICULARS OF EMPLOYEES:
 
 There was no employee drawing remuneration in excess of the limits
 prescribed under Section 217(2A) of the Companies Act, 1956 read with
 Companies (Particulars of Employees) Rules, 1975.
 
 DEPOSITORY SYSTEMS:
 
 Your Company continues with an arrangement with National Securities
 Depositories Limited (NSDL) and Central Depository Services (India)
 Limited (CDSL) for dematerialization of your Company''s securities in
 accordance with the provisions of the Depositories Act 1995, which are
 fully operational and members may avail of such facilities.  With this,
 the members have an option / discretion to hold their demat shares in
 the Company through National Securities Depositories Limited and/or
 Central Depository Services (India) Limited.
 
 COMPLIANCE OF STOCK EXCHANGE FORMALITIES:
 
 Your Company has fully complied with the Listing formalities of all the
 Stock Exchanges where the Company''s shares are listed. Your Directors
 have taken necessary action in connection with the
 Guidelines/Regulations issued by Securities and Exchange Board of India
 (SEBI) on Insider Trading.
 
 ACCOUNTING STANDARDS:
 
 The Company has followed the mandatory Accounting Standards for
 preparation of Financial Statements for the year ended September 30,
 2012.
 
 CORPORATE GOVERNANCE:
 
 The Company has complied with all the recommendations of Corporate
 Governance Code as provided in Clause 49 of the Listing Agreement. A
 detailed report on Corporate Governance has been included separately in
 the Annual Report.
 
 INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
 
 Your Company is committed to transparency, good Internal Controls and
 risk Management. It has established Adequate System of Internal Control
 commensurate with size of the business.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 Information pursuant to Section 217(1) (e) of the Companies Act, 1956
 read with the Companies (Disclosure of particulars in the Report of the
 Board of Directors) Rules, 1988 is Nil.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 Foreign Exchange Earnings: Rs. 1238.96 Lakhs Foreign Exchange Outgo:
 Rs. 73.81 Lakhs
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 As per Section 217(2AA) of the Companies (Amendment) Act, 2000 your
 Directors hereby confirm that -
 
 - In the preparation of these annual accounts, the applicable
 accounting policies and standards are followed, as issued by the
 Institute of Chartered Accountants of India (ICAI) and the requirements
 of the Companies Act, 1956, to the extent applicable. No material
 departures are noticed from the prescribed accounting standards;
 
 - The accounting policies are consistently applied and reasonable,
 prudent judgment and estimates are made so as to give a true and fair
 view of the state of affairs of the Company as at the end of the year
 ended September 30, 2012 and of the Profit/(Loss) of the Company
 for that year;
 
 - The accounts for the year-ended 30.09.2012 have been prepared on a
 system of historical cost, on a going concern and on accrual basis;
 
 - Proper and sufficient care has been taken for 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
 fraud, errors and other irregularities;
 
 - Financial Statements have been audited by Messrs Ishwar & Gopal,
 Chartered Accountants, Bangalore, being the Statutory Auditors of the
 Company.
 
 UNUSUAL ITEMS AFTER THE YEAR END DATE:
 
 In the opinion of the Directors, no item, transaction or event of a
 material and unusual nature has arisen in the interval between the end
 of the financial year and the date of this report which would affect
 substantially the results of the perations of the Company and for the
 financial year in which this report is made.
 
 ACKNOWLEDGEMENTS:
 
 Your Directors thank the Shareholders/Investors for their response and
 confidence, Customers, Vendors, Bankers, Channel Partners, Software
 Technology Park of India, the various Central Government Departments
 and State overnment Departments for their invaluable co-operation and
 support extended uniformly during the year.
 
                                      By the order of the Board 
 
 Place: Bangalore                               Shridhar S Hegde
 
 Date: 30th November, 2012                    Wholetime Director