Dear Shareholders,
 
 The directors are pleased to present the Twelfth Annual Report and the
 Audited Statement of Accounts of the Company for the year ended
 December 31, 2012.
 
 Financial Results
 
 As per Indian GAAP Standalone
 
                                               December       December
 Particulars                                   31''2012      31''2011
                                              (Rs. in        (Rs. in
                                               lakhs)         lakhs)
 
 Total Income                                   10,802         18,609
 
 Total Expenditure                               8,548         13,816
 
 Profit before Interest,                         2,254          4,793 
 Depreciation and Tax
 
 Depreciation & Amortization                       344            851
 
 Finance Costs                                      16            321
 
 Exceptional cost & Prior                          536         15,588 
 period items
 
 Profit/(Loss) before Tax                        1,358        (11,967)
 
 Income Tax                                        715            988
 (including deferred tax)
 
 Net Profit / (Loss) after Tax                     643        (12,955)
 
 Earnings/(Loss) per share Rs.                    0.58         (11.63)
 
 As per Indian GAAP Consolidated
 
                                               December       December
 Particulars                                   31''2012      31''2011
                                              (Rs. in        (Rs. in
                                               lakhs)         lakhs)
 
 Total Income                                     22,508        59,166
 
 Total Expenditure                                19,394        56,135
 
 Profit before Interest                            3,114         3,031 
 Depreciation and Tax
 
 Depreciation & Amortization                         508         1,319
 
 Finance Costs                                        16           339
 
 Exceptional cost &                                  536       (53,632) 
 Prior period items
 
 Profit / (Loss) before Tax                        2,054        55,005
 
 Income Tax                                          829         1,268 
 (including deferred tax)
 
 Net Profit / (Loss) after Tax                     1,225        53,737
 
 Earnings/(Loss) per share Rs.                      1.10         48.24
 
 Review of Operations (Rs. in lakhs)
 
 During the year ended December 31, 2012, the consolidated revenue of
 your Company was Rs. 22,508 as against Rs. 59,166 during the previous
 year ended December 31, 2011. At a standalone level the total revenue
 of the Company for the year ended December 31, 2012 amounted to
 Rs.10,802 compared to Rs. 18,609 during the previous year ended
 December 31, 2011.  The BPO divisions of Group are disposed off at
 different intervals of time during the year ended December 31, 2011 and
 hence the revenues from such divisions in the standalone & consolidated
 financials in the previous year are up to time of their disposal. The
 revenue from the continued ITO business of the Group for the year ended
 December 31, 2012 amounted to Rs. 20,883 compared to Rs.  20,896 for
 the year ended December 31, 2011.
 
 Dividend
 
 Your Directors are not recommending any dividend on the Equity Shares.
 
 Share Capital
 
 There was no change in the paid up share capital of the Company. As at
 December 31, 2012, the paid up capital of the Company was Rs.
 1,114,037,160/- comprising of 111,403,716 equity shares of Rs. 10/-
 each fully paid-up.
 
 Subsidiary Companies
 
 As at December 31,2012, your Company had 5 subsidiary companies, namely
 
 1.  Xchanging Solutions (USA) Inc., USA (Formerly Cambridge Solutions
 and Services Inc., USA)
 
 2.  Xchanging Solutions (Europe) Limited, UK (Formerly Cambridge
 Solutions Europe Limited, UK)
 
 3.  Xchanging Solutions (Singapore) Pte Ltd. Singapore (Formerly
 Cambridge Solutions (Xchanging) Pte Ltd, Singapore)
 
 4.  Xchanging Solutions (Malaysia) Sdn. BHD, Malaysia (Formerly
 Cambridge Solutions Sdn. BHD, Malaysia,)
 
 5.  Nexplicit Infotech India Private Limited, India
 
 The names of Cambridge Solutions (Xchanging) Pte Ltd, Cambridge
 Solutions and Services, Inc., Cambridge Solutions Europe Limited and
 Cambridge Solutions Sdn.  BHD, subsidiaries of the Company, were
 changed to Xchanging Solutions (Singapore) Pte. Ltd., Xchanging
 Solutions (USA) Inc., Xchanging Solutions (Europe) Limited and
 Xchanging Solutions (Malaysia) Sdn. BHD, respectively, during the year.
 
 Indigo Markets Limited, Bermuda went in to Members'' Voluntary winding
 up in December 2011 and is finally dissolved on January 10, 2012.
 
 Cambridge Solutions Pty Ltd., Australia had been a dormant company
 since long time and accordingly it was decided to dissolve the same by
 deregistering it from the records of the Australian Securities and
 Investment Commission (ASIC). The Company has been deregistered from
 ASIC with effect from March 20, 2012.
 
 As per the provisions of the Companies Act, 1956, the Company needs to
 attach the Balance Sheet and Profit & Loss Account of the Company''s
 subsidiaries in the annual report of the Company. However, as per the
 provisions of Section 212(8) and the General Circular No.  2/2011 dated
 February 8, 2011, the Ministry of Corporate Affairs has given a general
 exemption from attaching the Balance Sheet and Profit & Loss Account of
 the Company''s subsidiaries in the annual report of the Company provided
 that the Board of Directors passes a resolution for not attaching the
 balance sheet of the subsidiary concerned and the necessary disclosures
 are made in the annual report of the Company.
 
 The Directors believe that the consolidated accounts present a full and
 fair view of the state of affairs and the financial condition of the
 Group. Accordingly, the Board of Directors have passed Resolution for
 not attaching the balance sheet of the subsidiaries and the necessary
 disclosures are made in the annual report of the Company.  Thus, 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 Company''s 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 Corporation Limited Employee Stock Option Plan
 2005
 
 3.  Scandent 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, Scandent SSI IT Services
 Employee Stock Option Plan 2004 and Scandent Solutions Corporation
 Limited Employees Stock Option Plan 2005 have lapsed.
 
 The details of options granted, vested and exercised under the first
 two 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 optimum combination of Executive Directors and
 Independent Directors throughout the period and your Company is
 ensuring compliance with regard to the constitution of Committees such
 as the Audit Committee and the 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
 Secretary''s Certificate indicating compliance of mandatory requirements
 along with Management Discussion and Analysis Report are given as part
 of the Annual Report.
 
 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 ofthe Company.
 
 Directors'' Responsibility Statement
 
 As stipulated in Section 217(2AA) of the Companies Act, 1956 (the Act),
 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, 2012, 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 judgements 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 ofthe
 maintenance of adequate accounting records in
 accordancewiththeprovisionsoftheActforsafeguarding 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 & Co., Bangalore, Chartered Accountants,
 Statutory Auditors of the Company, retire at the conclusion ofthe
 ensuing Annual General Meeting and being eligible, offerthemselves for
 reappointment.
 
 Conservation of energy, research and development, technology
 absorption, foreign exchange earnings and outgo
 
 Information as per Section 217(1)(e) ofthe 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 Company''s 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                 David Bauernfeind
 
 Date : March 01, 2013 
 
 Place: London, UK