1.  We have audited the attached Balance Sheet of Xchanging Solutions
 Limited (formerly, Cambridge Solutions Limited) (the Company) as
 at December 31, 2012, and the related Statement of Profit and Loss and
 Cash Flow Statement for the year ended on that date annexed thereto,
 which we have signed under reference to this report.  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
 (together the Order), issued by the Central Government of India
 in terms of sub- section (4A) of Section 227 of ''The Companies Act,
 1956'' of India (the ''Act'') 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 give in
 the Annexure a statement on the matters specified in paragraphs 4 and 5
 of the Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, 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 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 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 dealt with by this report complywith the accounting
 standards referred to in sub-section (3C) ofSection 211 ofthe Act;
 
 (e) On the basis of written representations received from the
 directors, as on December 31, 2012 and taken on record by the Board of
 Directors, none ofthe directors is disqualified as on December 31, 2012
 from being appointed as a director in terms of clause (g) of
 sub-section (1)of Section 274 of the Act;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and attached thereto give, in the prescribed
 manner, the information required by the Act, and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India:
 
 i.  in the case ofthe Balance Sheet, ofthe state of affairs ofthe
 Company as at December 31, 2012;
 
 ii.  in the case of the Statement of Profit and Loss, of the profit 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.
 
 5.  We draw your attention to Note (32) of the financial statements,
 regarding redemption of certain debentures, aggregating to
 Rs.62,500,000, by the Company in the year 2007; subsequent order of the
 Hon''ble High Court of Adjudicature at Madras restraining the Company
 from reflecting the redemption of debentures and to continue to show it
 as due and payable consequent to a petition filed by a third party; and
 non-reversal of the aforesaid redemption of debentures in the books of
 account of the Company pending admission and disposal of the appeal
 filed by the Company with the Hon''ble High Court of Adjudicature at
 Madras on July 26, 2011. Depending on the outcome ofthe Company''s
 appeal, significant adjustments may be required to be made and
 reflected in the subsequent period financial reporting. Our opinion is
 not qualified in this respect.
 
 Referred to in paragraph 3 of the Auditors'' Report of even date to
 the members of Xchanging Solutions Limited (formerly, Cambridge
 Solutions Limited) on the financial statements as of and for the year
 ended December 31, 2012
 
 i) a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation, offixed
 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
 two 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 ofthe fixed assets has been physically verified by
 the Management during the year and no material discrepancies have been
 noticed on such verification.
 
 c) In our opinion, and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 of by the Company during the year.
 
 ii) The Company is in the business of rendering services, and
 consequently, does not hold any inventory. Therefore, the provisions of
 Clause 4(ii) of the Order are not applicable to the Company.
 
 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. Therefore, the provisions of Clause
 4(iii)(b),(c) and
 
 (d) ofthe Order are not applicable to the Company.  b) The Company has
 not taken any loans, secured or unsecured, from companies, firms or
 other parties covered in the register maintained under Section 301 of
 the Act. Therefore, the provisions of Clause 4(iii)(f) and (g) of the
 Order are not applicable to the Company.
 
 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 the
 purchase of fixed assets and for the sale of 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 continuing failure
 to correct major weaknesses in the aforesaid internal control system.
 
 v) a) According to the information and explanations given to us, there
 have been no contracts or arrangements that need to be entered in the
 register maintained under Section 301 ofthe Act.
 
 b) In our opinion, and according to the information and explanations
 given to us, there are no transactions made in pursuance of such
 contracts or arrangements exceeding the value of Rupees Five Lakhs in
 respect of any party during the year.
 
 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
 there under.
 
 vii) In our opinion, the Company has an internal audit system
 commensurate with its size and the nature of its business.
 
 viii) The Central Government of India has not prescribed the
 maintenance of cost records under clause (d) of sub-section (1) of
 Section 209 of the Act for any of the products of the Company.
 
 ix) a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, except for
 dues in respect of service tax, the Company is regular in depositing
 undisputed statutory dues, including provident fund, investor education
 and protection fund, employees'' state insurance, income tax, sales tax,
 wealth tax, customs duty, excise duty and other material statutory
 dues, as applicable, with the appropriate authorities. The extent ofthe
 arrears of statutory dues outstanding as at December 31, 2012, for a
 period of more than six months from the date they became payable are as
 follows:
 
                           Nature of        Amount     Period to
 Name of the statute *                                 which the
                           dues            (Rs.)       amount relates
 
 The Finance Act,          Service tax      178,644    January 2012 
 1994
 
                                            333,474    February 2012
 
                                          1,628,694    March 2012
 
                                            359,081    April 2012
 
                                             79,650    May 2012
 
                                             98,540    June 2012
 
 Name of the Statute      Due date            Date of Payment
 
 The Finance Act,1994     February 6,         February28,2013
                          2012
 
                          March6,2012         February28,2013
 
                          April 6, 2012       February28,2013
 
                          May 6, 2012         February28,2013
 
                          June6,2012          February28,2013
 
                          July 6, 2012        February 28, 2013
 
 b) According to the information and explanations given to us and the
 records ofthe Company examined by us, there are no dues of sales-tax,
 wealth-tax, service-tax, customs duty, and excise duty which have not
 been deposited on account of any dispute. The particulars of dues of
 income tax as at December 31, 2012, which have not been deposited on
 account of a dispute, are as follows:
 
                            Nature of                 Amount
 Name of the statute        dues                      (Rs.)
 
 The Income tax Act,        Income tax              5,820,828 (*1) 
 1961
 
                                                  119,316,051 (*2)
 
                                                   13,741,157 (*3)
 
 Name of the Statute       Period to which    Forum where the 
                           the amount         dispute is pending
                           relates
 
 The Income tax Act, 1961  2003-04            The Commissioner of
                                              Income tax (Appeals), 
                                              Bangalore
 
                           2004-05            The Commissioner of
                                              Income tax (Appeals), 
                                              Bangalore
 
                           2005-06            The Commissioner of
                                              Income tax (Appeals), 
                                              Bangalore
 
 (*1) Rs.4,157,527 has been deposited under protest by the Company
 
 (*2) Rs.92,096,750 has been deposited under protest by the Company.
 
 (*3) Rs.11,319,884 has been deposited under protest bythe Company.
 
 x) The accumulated losses of the Company did not exceed fifty percent
 of its net worth as at December 31, 2012 and it has not incurred cash
 losses in the financial year ended on that date or in the immediately
 preceding financial year.
 
 xi) According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank or debenture
 holders as at the balance sheet date.
 
 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.
 Therefore, the provisions of Clause 4(xii) of the Order are not
 applicable to the Company.
 
 xiii) As the provisions of any special statute applicable to chit fund/
 nidhi/ mutual benefit fund / societies are not applicable to the
 Company, the provisions of Clause 4(xiii) of the Order are not
 applicable to the Company.
 
 xiv) In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments.  Accordingly, the
 provisions of Clause 4(xiv) of the Order are not applicable to the
 Company.
 
 xv) In our opinion, and according to the information and explanations
 given to us, the Company has not given any guarantee for loans taken by
 others from banks or financial institutions during the year.
 Accordingly, the provisions of Clause 4(xv) of the Order are not
 applicable to the Company.
 
 xvi) The Company has not raised any term loans. Accordingly, the
 provisions of Clause 4(xvi) of the Order are not applicable to the
 Company.
 
 xvii) The Company has not raised any loans on short term basis.
 Accordingly, the provisions of Clause 4(xvii) of the Order are not
 applicable to the Company.
 
 xviii) The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Act during the year. Accordingly, the provisions of Clause
 4(xviii) of the Order are not applicable to the Company.
 
 xix) The Company has not issued any debentures during the year and does
 not have any debentures outstanding as at the beginning of the year and
 at the year end. Accordingly, the provisions of Clause 4(xix) of the
 Order are not applicable to the Company.
 
 xx) The Company has not raised any money by public issues during the
 year. Accordingly, the provisions of Clause 4(xx) ofthe Order are not
 applicable to the Company.
 
 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
 material fraud on or by the Company, noticed or reported during the
 year, nor have we been informed of any such case by the Management.
 
                       For Price Waterhouse & Co., Bangalore
 
                       Firm Registration Number: 007567S
 
                       Chartered Accountants
 
                       Shivakumar Hegde
 
                       Partner
 
                       Membership No.: 204627
 
 Bangalore
 
 March 1,2013