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Directors Report of Cambridge Technology Enterprises Ltd.

Mar 31, 2018

DEAR MEMBERS,

The Directors present their Report together with the audited financial statements for the year ended March 31, 2018.

FINANCIAL PERFORMANCE

(INR Crores)

Particulars	Standalone		Consolidated
	31 March	31 March	31 March	31 March
	2018	2017	2018	2017
Revenue from operations	63.05	38.66	99.10	100.60
Total Expenses	59.05	34.91	87.42	83.99
Profit Before Tax	4.53	7.31	12.22	20.90
Tax Expense / (Tax Benefit)	1.08	2.76	(0.69)	4.60
Net Profit after Tax	3.45	4.55	12.91	16.30
Reserves & Surplus	12.11	8.62	37.35	25.56

REVIEW OF OPERATIONS / STATE OF COMPANYâS AFFAIRS FOR THE FY 2017 - 18

During the financial year under review, your Company achieved revenue growth of 63% on a Standalone basis. On standalone basis, revenue from operations of your company for the financial year ended March 31, 2018 is INR 63.05 cr as compared to INR 38.66 cr for the financial year ended March 31, 2017. Similarly, net profit after tax decreased by 24% to INR 3.45 crores for the year ended 31^st March, 2018 as compared to INR 4.55 crores for the same period last year. Reserves and Surplus have increased from INR 8.62 crores in FY 2016-17 to INR 12.11 crores in FY 2017-18.

Further, on consolidated basis, total revenue from operations of your company decreased by 1.5% to INR 99.10 cr as compared to the previous yearâs total revenue of INR 100.60 cr. Net Profit after tax decreased by 21% to INR 12.91 crores for the year ended 31^st March, 2018 as compared to INR 16.30 crores for the same period last year. Reserves and Surplus have increased from INR 25.56 crores in FY 2016-17 to INR 37.36 crores in FY 2017-18.

The audited financial results have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act 2013 read with the relevant rules made thereunder and other applicable accounting principles generally accepted in India. The financial statements for the year ended March 31, 2018 are the Companyâs first Ind AS financial statements and accordingly the financial results for the twelve months ended 31st March, 2017 have been restated as per Ind AS. The date of transition to Ind AS is April 1, 2016. The Company has prepared an Opening Ind AS Balance Sheet as on April 1, 2016 and comparative figures for the year ended March 31, 2017 are also in compliance with Ind AS.

REPORT ON SUBSIDIARIES

During the year under review a new entity was incorporated as a step-down subsidiary to Cambridge Technology Enterprises Ltd viz., Cambridge Bizserve Inc., Philippines, a subsidiary of Cambridge Technology Inc., USA, a wholly -owned subsidiary to your company.

As on March 31, 2018, the Company has 4 wholly-owned subsidiaries viz., Cambridge Technology Inc., USA, Cambridge Technology Investments Pte. Ltd., Singapore, Cambridge Bizserve Private Limited & Cambridge Innovations Private Limited and 4 step-down subsidiaries viz., M/s Cambridge Innovations Capital LLC, USA, M/s Cambridge Bizserve Inc. Phillipines, M/s Cloud Computing Global Pte Ltd and M/s Kupfer Management Pte Limited, Singapore.

The consolidated financial statements of the Company including its subsidiaries prepared in accordance with Section 129(3) and 133 of the Companies Act, 2013 read with the rules made thereunder and applicable Indian Accounting Standards (Ind AS)along with the Auditorâs Report forms part of this Annual Report.

As required under Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries whose accounts are consolidated are available on the website of the company i.e., www.ctepl.com. These documents will also be available for inspection during the business hours at the registered office of the Company and any member who wish to get copies of such financial statements, may write to the Company for such requirement.

Highlights of Performance

Cambridge Technology Inc., USA, had net revenue of INR 65.92 cr during the year as compared to INR 94.37 cr revenue during the previous financial year. The net profit is INR 4.15 cr in FY 2017-18 as compared to INR 13.79 cr in FY2016-17. The contribution of Cambridge Technology Inc., USA to the overall performance of the company is in the form of revenue, earned by the company by rendering its services amounting to INR 32.27 cr.

Cambridge Bizserve Private Limited & Cambridge Innovations Private Limited, wholly - owned subsidiary companies, Kupfer Management Pte Ltd & Cloud Computing Global Pte Ltd, step - down subsidiary companies has not commenced its operations . Cambridge Technology Investments Pte. Ltd, Singapore, wholly - owned subsidiary company & Cambridge Innovation Capital LLC, USA, a step - down subsidiary company, has no revenue from its operations as on March 31, 2018.

Further, a statement containing the salient features of financial statement of our subsidiaries i.e., a report on the financial performance and financial position of each of the Subsidiaries included in the Consolidated Financial Statements is provided in the prescribed format AOC-1 appended as Annexure - 1 to the Boardâs Report and forms part of this Annual Report.

TRANSFER TO RESERVES

The Board of Directors did not propose to transfer any amount to reserves for the period under review.

DIVIDEND

Keeping in view the expected cash flow requirements and in order to conserve the resources for future business operations and for the future growth of the Company, the Board of Directors were not able to recommend any dividend for the financial year ended 31^st March, 2018.

CAPITAL STRUCTURE

During the year, the authorized share capital and paid up capital of the Company remained unchanged at INR 300,000,000/- divided into 300,000,00 equity shares of INR 10/- each & INR 196,310,150/- divided into 196,310,15 equity shares of INR 10/- each respectively.

DIRECTORS

The Board of Directors of your Company comprises of 6 (six) Directors as on the date of this report representing the optimum blend of professionalism, knowledge and having varied experience in different disciplines of corporate functioning. Of these, 3 (three) Directors are Independent Directors.

Appointments / Re-appointments

Pursuant to provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Dharani Raghurama Swaroop (DIN: 00453250) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment to the office of directorship. Your Board of Directors recommend his re-appointment.

There are no appointments or re-appointments during the year 2017-18.

The Board of Directors at their Meeting held on August 07, 2018 appointed Ms. Usha Srikanth having DIN 08184237 as an Additional and Independent Director for a consecutive term of five years subject to approval of the Members.

The present term of Mr. Dharani Raghurama Swaroop, Whole - time Director is upto March 01, 2019. The Board of Directors at their meeting held on August 07, 2018 has passed a resolution for re-appointment of Mr. Dharani Raghurama Swaroop (DIN: 0453250) as a Whole-time Director for a further period of 5 (five) years from the expiry of his present term, that is, March 01, 2019 subject to members approval.

Further, the present term of Mr. Venkat Motaparthy, Independent Director expires on March 31, 2019. The Board of Directors at their meeting held on August 07, 2018 has passed a resolution for re-appointment of Mr. Venkat Motaparthy (DIN: 01001056) as an Independent Director for a further period of 5 (five) years from the expiry of his present term, that is, March 31, 2019 subject to members approval.

A Brief profile of Ms. Usha Srikanth, Mr. Dharani Raghurama Swaroop & Mr. Venkat Motaparthy, Directors of the Company along with the nature of their expertise and the number of companies in which they hold directorship and membership / chairmanship of committees of the Board, as stipulated under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report or annexed to the notice of the Annual General Meeting, as the case may be.

Your Board of Directors recommend their appointment / re-appointments.

Resignations

There are no resignation of Directors during the year 2017-18. However, Mr. Bendapudi Muralidhar (DIN: 0385208) has resigned as an Independent Director of the Company w.e.f May 21, 2018.The Board while accepting the resignation of Mr. Bendapudi Muralidhar, appreciated and placed on record the valuable contribution made by him during his tenure as an Independent Director as well as Chairman of Stakeholders Committee and member of Audit Committee and Nomination and Remuneration Committee.

KEY MANAGERIAL PERSONNEL

During the year under review, there are no appointments or resignations of KMP. At Board Meeting held on May 28, 2018, Mr. Hanumant Bhansali holding position in the Company as Manager Corporate Finance & Head Investor Relations was designated as a Whole - time Key Managerial Personnel.

Mr. Tumuluri Venkata Siva Prasad - CFO, Company Secretary & Compliance Officer of the Company has tendered his resignation w.e.f August 08, 2018. The Board of Directors at their meeting held on August 07, 2018 has accepted his resignation and placed on record its appreciation for the services rendered by him across different roles in the organization during his tenure as CFO, Company Secretary & Compliance Officer of the company.

Mr. CS Leeladhar, a qualified Chartered Accountant is joining the team, as CFO w.e.f August 09, 2018. The Board of Directors at their meeting held on August 07, 2018 has considered and approved his appointment as Chief Financial Officer of the Company.

Further, Mr. Ashish Bhattad, qualified Company secretary is joining the team as Company Secretary & Compliance Officer w.e.f August 09, 2018. The Board of Directors at their meeting held on August 07, 2018 has considered and approved his appointment as Company Secretary & Compliance Officer of the Company.

BOARD AND COMMITTEE MEETINGS

The Board met 07 (seven) times during the year. Details of the composition of the Board and its Committees and of the meetings held and attendance of the Directors at such meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Section 173(1) of Companies Act, 2013 and Regulation 17(2) SEBI (LODR) Regulations, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 read with the rules made thereunder and Regulation 16(1)(b) of SEBI(LODR) Regulations, 2015.

FAMILIARIZATION PROGRAM

The Company at its various meetings held during the financial year 2017-18 had familiarized the Independent Directors. The Independent Directors of the company have been briefed at the meetings of the Board / Committees thereof on the matters such as their roles, rights, functions, duties, responsibilities and liabilities in the Company, nature of the industry in which the Company operates, the business models and operations of the Company, geographies in which company operates, financial results of the Company and that of its subsidiary companies, updates on statutory and regulatory changes and impact thereof, updates on development of business of the company, risk management and overview of board evaluation and procedures. They are made to interact with senior management personnel and are given all the documents, reports and internal policies sought by them for enabling a good understanding of the Company, its various operations and the industry of which it is a part which enable the Directors to contribute significantly to the Company.

Details of familiarization programs extended to the Independent Directors during the year are also disclosed on the Company website from time to time.

Web link: http://www.ctepl.com/pdfs/investors/Familiarisation-Programme-CTEL-2018.pdf

PERFORMANCE EVALUATION, NOMINATION & REMUNERATION POLICY

The Company has adopted the Performance Evaluation, Nomination & Remuneration Policy as required under the provisions of the Companies Act,2013 and Regulation 19 read with Part D of Schedule II of SEBI (LODR) Regulations, 2015. Brief features of the policy inter-alia includes objective and purpose of the policy which is to carry out formal evaluation by the Board of its own performance and that of its committees and individual directors, to establish a framework for the remuneration of directors, key managerial personnel and other employees, to lay down criteria for identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommending to the Board their appointment and removal, etc., and to perform its roles as defined under Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the Listing Regulations, 2015.

Performance evaluation, nomination and remuneration policy is available on the website of the Company. Weblink:

http://www.ctepl.com/pdfs/investors/Performance evaluation nomination remuneration policy.pdf

Pursuant to the provisions of Companies Act,2013 read with the rules made thereunder and SEBI (LODR) Regulations, 2015, the performance evaluation of individual Directors, Board and its Committees was carried out.

The requisite details as required by Section 134(3), Section 178(3) & (4) of Companies Act, 2013 and Regulation 34(2) of SEBI (LODR) Regulations, 2015 is provided elsewhere in this report and/ or Corporate Governance Report.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, an annual evaluation of performance of the Board, its Committees and of individual Directors has been carried out.

The performance of the Board, Committees and individual Directors was evaluated by the Board seeking inputs from all the Directors and chairperson. The performance of the Committees was evaluated by the Board seeking inputs from the Committee members and chairperson. The same was done through evaluation forms. The Board as a whole discussed and analyzed the performance collectively of each director individually and its own performance during the year including suggestions for change or improvement over the forthcoming year.

The criteria for performance evaluation of the Board include aspects like experience and competencies to conduct its affairs effectively, its roles and responsibilities, evaluation of risks, Board, setting up of corporate culture and values, Conduct of Board Meetings, corporate strategy, business plans, corporate performance, etc. The criteria for performance evaluation of the individual Directors include aspects like qualifications, experience, competency, sufficient understanding and knowledge of the entity, fulfilling of functions, active initiation with respect to various areas, attendance at the meetings, contribution to the company and board meetings, commitment to the Board, integrity, etc. In addition, the performance of the Chairman is also evaluated on key aspects of his leadership, decisiveness, commitment to the Board, etc.

Separate Meeting of the Independent Directors

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and Listing Regulations, a separate meeting of the Companyâs Independent Directors was held on February 12, 2018. All the Independent Directors were present at the meeting. The following issues were discussed in detail:

i. reviewed the performance of non-independent directors and the Board as a whole;

ii. reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

iii. Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, and to the best of their knowledge and ability, confirm that:

a) In preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed and there were no material departures;

b) They 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 i.e., March 31, 2018 and of the profit and loss of the company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STOCK EXCHANGE LISTING

Presently, the Equity Shares of the Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited. The Company confirms that it has paid the Annual Listing Fees to the Bombay Stock Exchange Limited & National Stock Exchange of India Limited for the year 2017-18.

AUDITORS & AUDITORSâ REPORT

Statutory Auditor

M/s. Anandam & Co., Chartered Accountants were appointed as Statutory Auditors of the Company by the members at the 17^th Annual General Meeting held on September 30, 2016 for a term of 5 consecutive years subject to ratification by the Members at every Annual General Meeting. In this regard, M/s. Anandam & Co., Chartered Accountants have submitted their written consent that they are eligible and qualified to be re-appointed as Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 and also satisfy the criteria provided in Section 141 of the Companies Act, 2013.

Accordingly, the Board recommends ratification of the appointment of M/s. Anandam & Co., Chartered Accountants as the Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Company has received audit report with unmodified opinion for both standalone and consolidated audited financial statements of the Company for the financial year ended March 31, 2018 from the statutory auditors, M/s. Anandam & Co., Chartered Accountants and forms part of this Annual Report. There are no qualifications, reservation, adverse remarks or disclaimer made by the Statutory Auditors in their Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014. M/s. B. Krishnaveni, a Company Secretary in Practice was appointed to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for financial year 2017-18 forms part of the Annual Report as Annexure 2 to the Boardâs Report.

There are no qualifications, reservation, adverse remarks or disclaimer made by the Secretarial Auditor in her Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable Secretarial Standards.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure 3 of the Boardâs Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure 4 to this report.

The information required under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure 4 forming part of the Report.

Remuneration / fees to Director from wholly owned subsidiary

Mr. Aashish Kalra, Chairman & CEO, a Whole - time Director of the Company does not draw any remuneration from the parent company. However during FY 2017-18,INR 72,50,625/- was provided and out of that payment of INR 7,46,625/was made towards remuneration by Cambridge Technology Inc., USA, a wholly owned subsidiary company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans, guarantees and investments, if any, made by the Company pursuant to Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013 or Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investor) Rules, 2001, during the financial year ended 31 March 2016, the Company has credited an aggregate amount of INR 84,046/- to the Investor Education and Protection Fund (IEPF). There is no outstanding amount to be transferred to Investor Education and Protection Fund as no dividend was declared for financial year 2009-10.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY: The operations of the Company involve low energy consumption. However, adequate measures have been taken to conserve energy wherever practicable.

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION: The Company continues to use the latest technologies for improving the quality of its operations. Provision of state of the art communication facilities to all software development centers and total technology solutions to its clients contribute to technology absorption and innovation.

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2017-18.

The Company has in place adequate internal financial controls commensurate with the size and needs of the business. These controls ensures the orderly and efficient conduct of its Business, including adherence to the Companyâs policies, identification of areas of improvement, safeguarding of its assets from unauthorized use, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial statements and / or disclosures. The details of adequacy of Internal Financial Controls are given in the Management Discussion and Analysis Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The requisite details as required by Section 177 of Companies Act, 2013 and Regulation 22 &34 (3) of SEBI (LODR) Regulations, 2015 is provided in the Corporate Governance Report.

The Whistleblower policy is available on the website of the Company.

Weblink: http://www.ctepl.com/pdfs/investors/Whistle Blower Policy.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has also set up an Internal Complaints Committee (ICC) for providing a redressal mechanism pertaining to sexual harassment against women employees at workplace.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2017-18, the Company has not received any complaints pertaining to Sexual Harassment.

RISK MANAGEMENT

The Company process is in place to ensure that all the Current and Future Material Risks of the Company are identified, assessed/quantified and effective steps are taken to mitigate/ reduce the effects of the risks to ensure proper growth of the business. Your Company has a well-defined risk management framework in place and a robust organizational structure for managing and reporting risks. The Board is of the view that there are no elements of risk as on todayâs date that may threaten the existence of the Company. Shareholders are also requested to refer a separate section on Internal Control systems and their adequacy, which also deals with Risk Management, in Management Discussion and Analysis Report.

EMPLOYEE STOCK OPTION SCHEME

The details of employee stock options for the financial year ended 31 March, 2018 as per Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are given as Annexure 5 to this report.

There is no material change in the employee stock option scheme(s) during the year and the scheme(s) are in compliance with the regulations. Further, the disclosures pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, and as per Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 for the financial year ended 31 March, 2018 are available on website of the Company. Web-link: http://www.ctepl.com/investors/

The Certificate from the Auditors of the Company under regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2014 stating that the scheme(s) has been implemented in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014, as amended, from time to timeand in accordance with the resolution of the company in the general meeting, will be available for inspection by the members at the ensuing AGM.

CEO/CFO CERTIFICATION

Mr. Aashish Kalra, Chairman & CEO and Mr. T V Siva Prasad, CFO & Company Secretary of the Company have provided Compliance Certificate (annexed as Annexure 6) to the Board in accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI (LODR) Regulations, 2015 for the financial year ended 31 March 2018.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has formulated a Policy on dealing with Related Party Transactions. The Policy is disclosed on the website of the Company.

Web link: http://www.ctepl.com/pdfs/investors/Related party transactions policy.pdf

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (LODR) Regulations, 2015 during the year were in the ordinary course of business and on an armsâ length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. Approval of the Board and / or Audit Committee is obtained, as required from time to time. The transactions are also reviewed by audit committee from time to time. However, there were no such transactions requiring approval of the Audit Committee/Board/Shareholders as per the Listing Regulations.

During the year, the Company had not entered into any contract / arrangement / transactions with Related Parties (except with its subsidiaries) which could be considered as material in terms of Regulation 23 of the SEBI (LODR) Regulations, 2015. In accordance with Ind AS, disclosures on related party transactions have been made in the notes to the Financial Statements.

During the year, your Company had not entered into any contract / arrangement / transactions with Related Parties that attract the provisions of Section 188(1) of the Companies Act, 2013 read with the rules made thereunder. But, the information relating to particulars of contracts or arrangements with related parties in Form AOC-2 is annexed as Annexure 7, forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE

The Management Discussion and Analysis Report and the Report on Corporate Governance for the financial year ended March 31, 2018 along with the Auditorâs Certificate on compliance with the provisions of corporate governance under SEBI (LODR) Regulations, 2015 is forming part of the Annual Report.

Your Company is committed to maintain the prescribed standards of Corporate Governance and has taken adequate steps to adhere to all the stipulations laid down in SEBI (LODR) Regulations, 2015.

Mrs. B. Krishnaveni, a Company Secretary in Practice, Secretarial Auditor of the company has certified that the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been complied by your Company and her certificate is annexed as Annexure 8 to this Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, but it has a net profit of more than Rs. 5 Crores as at the end of the 31^st March, 2017. Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is applicable to your Company from the financial year 2017 - 18. Hence the Board of Directors of the Company has constituted a Corporate Social Responsibility Committee comprising of following Directors:

1. Mr. Dharani Raghurama Swaroop, Whole - time Director - Chairman of the Committee

2. Mr. Venkat Motaparthy, Independent Director - Member of the Committee

3. Mrs. K Jayalakshmi Kumari - Member of the Committee

The CSR Policy of the Company as recommended by CSR Committee and approved by the Board of Directors of the Company is available on website of the company i.e., www.ctepl.com.

The Report on Corporate Social Responsibility containing particulars as per the provisions of Section 135 read with the Companies (Corporate Social Responsibility) Rules, 2014 is enclosed as Annexure â9â forming part of this Report.

The company is required to spend INR 8.06 Lakhs for the financial year 2017-18 and the same will be expended in future years.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. The Company has neither accepted nor renewed any deposits from the public or otherwise in terms of Section 73 of the Companies Act, 2013 read with the rules made thereunder and as such no amount on account of principal or interest thereon on deposits from public was outstanding as on the date of Balance Sheet.

b. There is no issue equity shares with differential rights as to dividend, voting or otherwise.

c. There were no significant or material orders passed by the Regulators, Courts or Tribunals which impact the going concern status and Companyâs operations in future.

d. There were no material changes and commitments affecting financial position of the company between 31st March, 2018 and the date of this Boardâs Report.

e. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

f. Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act 2013 is not required by the Company and accordingly such accounts and records are neither made nor maintained.

g. Pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014 and the Companyâs Employee Stock Option Scheme 2011 & Employee Stock Option Scheme 2015, the Company, during the year 2015 - 16, has granted employee stock options through a trust set up for the same. The shares purchased by the trust for the said schemes are held by the trustee(s)for the benefit of the employees and the said shares are not yet vested with the employees as on March 31, 2018. Further, as the said trust is a non - promoter and non - public shareholder, it is herewith not exercising its voting rights. Hence, pursuant to Section 67(3) read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, the disclosures in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates to be made in the Boardâs report is not applicable.

APPRECIATIONS & ACKNOWLEDGEMENTS

Your Directors look to the future with confidence. Your Directors wish to express their appreciation for the valuable support and co-operation received from customers, investors, lenders, business associates, bankers, various statutory authorities and society at large. The Directors also thank the State Governments, Government of India, Governments of various countries, other Government Departments and Governmental Agencies. Your Directors are especially indebted to employees of the Company and its subsidiaries at all levels, who through their dedication, co-operation, support and dynamic work, have enabled the company to achieve rapid growth. Your Directors seek, and look forward to the same support during the future years of growth.

For and on behalf of the Board of Directors

Sd/- Sd/-

Hyderabad Dharani Raghurama Swaroop K Jayalakshmi Kumari

August 07, 2018 Whole - time Director Independent Director

DIN: 00453250 DIN: 03423518

Mar 31, 2016

REPORT OF THE DIRECTORS

Dear Members,

The Directors present their Report together with the Company''s financial statements for the year ended March 31, 2016.

FINANCIAL SUMMARY (In INR Lakhs)

Particulars	Consolidated Results		Standalone Results
Particulars	31 March 2016	31 March 2015	31 March 2016	31 March 2015
Revenue from operations	6582.59	3225.57	2945.33	2589.77
Expenses	5439.60	2654.69	2463.16	2275.29
Depreciation & Amortization	578.28	308.67	309.85	308.67
Profit from operations	564.61	262.21	172.32	5.82
Finance Charges	49.27	-	3.19	-
Other Income	139.14	102.42	143.61	102.42
Profit from Ordinary Activities	654.48	364.63	312.73	108.23
Tax Expense / (Tax Benefit)	(251.21)	52.27	(245.77)	(20.39)
Net Profit	905.69	312.36	558.50	128.63
Reserves	1915.82	929.46	1309.20	750.70

REVIEW OF OPERATIONS FOR THE FY 2015 - 16

During the financial year under review, the revenue of your Company grew by 14% and increased by INR 355.56 Lakhs on a Standalone basis. Further, total revenue on a consolidated basis increased to INR 6582.59 Lakhs as compared to the previous year''s total revenue of INR3225.57 Lakhs, at an annual growth rate of 104%.

The Standalone PAT (Profit after Tax) increased toINR 558.50 Lakhs as fromINR128.63 Lakhs in the previous year, achieving a growth rate of 334% and the consolidated PAT increased to INR 905.69 Lakhs as from INR 312.36 Lakhs in the previous year, at a growth rate of 190%.

In the financial year 2015-16, overall the company''s performance is satisfactory because of improved top line sales and considerable increase in profitability. Considerable investments have been made in the financial year 2015-16 through its subsidiaries to expand its operations. The outlook for the next year looks promising as we position ourselves firmly to drive profitable growth and deliver value to our clients and shareholders.

Detailed analysis of financial statements is given in Management Discussion and Analysis Report forming part of this Annual Report.

TRANSFER TO RESERVES

The Board of Directors did not propose to transfer any amount to reserves for the period under review.

DIVIDEND

FIXED DEPOSITS

Your Company did not accept any public deposits and no amount on account of principal or interest on public deposits was outstanding on the date of balance sheet.

CAPITAL STRUCTURE

During the year, the authorized share capital and paid up capital of the Company remained unchanged at INR 300,000,000/- divided into 30,000,000 equity shares of INR 10/- each & INR 196,310,150/ - divided into 196,310,15 equity shares of INR 10/- each respectively.

SCHEME OF REDUCTION OF CAPITAL

In order to present a true and factual financial position of the Company, the Board of Directors of the Company approved the draft Scheme of Reduction of Capital on 18^th November, 2015 to utilize the balance lying in the Securities Premium Account amounting to INR 2252.16 Lakhs of the Company to write off the entire Goodwill amounting to INR 977.14 Lakhs and the balance against the accumulated losses to the extent of INR 1275.02 Lakhs of the Company. The Company has obtained member''s approval for the same through EGM dated 06^th April, 2016. The petition for the same has been filed with the Hon''ble High Court for its approval.

The Reduction of paid-up share capital of the Company by way of writing off of the losses and the goodwill of the Company against the amount lying in the securities premium account of the Company does not involve reduction in the issued, subscribed, paid up share capital of the Company, any payment of the paid up share capital to the shareholders of the Company nor does it result in extinguishment of any liability or diminution of any liability.

The detailed Scheme on the same and other related documents are available on the Company''s website. (URL: http://www.ctepl.com/investors/)

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

There were no material changes and commitments affecting financial position of the company between 31st March, 2016 and the date of this Board''s Report.

REPORT ON SUBSIDIARIES

During the year under review two new companies were incorporated as subsidiaries to Cambridge Technology Enterprises Ltd viz., Cambridge Technology Investments Pte. Ltd., Singapore and Cambridge Bizserve Private Limited, India.

As on March 31, 2016, the Company has 3 (Three) wholly-owned subsidiaries viz., Cambridge Technology Inc USA, Cambridge Technology Investments Pte. Ltd., Singapore and Cambridge Bizserve Private Limited.

The consolidated financial statements of the Company including its subsidiaries have been prepared in accordance with Section 129(3) of the Companies Act, 2013. Further, a report on the performance and financial position of each of the subsidiaries in the prescribed format AOC-1 as per the Companies Act, 2013 is appended as Annexure - 1 to the Board''s Report. As required under Section 136 of the Companies Act, 2013 the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the website www.ctepl.com. These documents will also be available for inspection during the business hours at the registered office of the Company and any member who wish to get copies of such financial statements, may write to the Company for such requirement.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals during the year impacting the going concern status and company''s operations in future.

DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL

Change in Designation

Mr. Stefan Hetges, Director had resigned as an Executive Director & CEO and has been re-designated as Non - Executive Director w.e.f. 14^th May, 2015. The Board of Directors placed on record its appreciation for the services rendered by him during his tenure as an Executive Director & CEO and welcomed him on board as Non - Executive Director.

Retirement by rotation

Pursuant to provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Stefan Hetges (DIN: 03339784) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment to the office of directorship. Your Board of Directors recommend his re-appointment.

Appointments

Mr. Aashish Kalra (DIN: 01878010) was appointed as an Additional Director of the Company in Executive Capacity on 14^th May, 2015 to hold office up to the date of 16^thAnnual General Meeting and was also designated as Chairman of the Board. The Board of Directors at its meeting held on July 24, 2015 recommended to Shareholders to appoint him as Whole - time Director of the Company for a period of 5 years w.e.f May 14, 2015. His appointment was approved as Director pursuant to resolution passed at the 16^th Annual General Meeting of the Company dated September 07, 2015 and he was appointed as Whole - time Director of the Company. He was also designated as Chairman and Chief Executive Officer (CEO) of the Company w.e.f September 08, 2015.

BOARD AND COMMITTEE MEETINGS

The Board met 11 (eleven) times during the year. Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Section 173(1) of Companies Act, 2013 and Regulation 17(2) SEBI (LODR) Regulations, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 read with the rules made there under and Regulation 16(1)(b) of SEBI(LODR)Regulations, 2015.

FAMILIARIZATION PROGRAM

The Company at its various meetings held during the financial year 2015-16 had familiarized the Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business models of the Company and future outlook, etc. They are made to interact with senior management personnel and are given all the documents, reports and internal policies sought by them for enabling a good understanding of the Company, its various operations and the industry of which it is a part which enable the Directors to contribute significantly to the Company.

Periodic updates are made at the Board and Committee Meetings on business and performance of the Company, business strategy, relevant statutory changes and important amendments are provided to the Directors. Details of familiarization programs extended to the Independent Directors during the year are also disclosed on the Company website from time to time.

Web link: http://www.ctepl.com/pdfs/lnvestors/FamlHarlsatlon_Programme_31032016.pdf.

PERFORMANCE EVALUATION, NOMINATION & REMUNERATION POLICY

Pursuant to the provisions of Companies Act,2013 read with the rules made there under and SEBI (LODR) Regulations, 2015, the performance evaluation of individual Directors, Board and its Committees was carried out.

The requisite details as required by Section 134(3), Section 178(3) & (4) of Companies Act, 2013 and Regulation 34(2) of SEBI (LODR) Regulations, 2015 is provided in the Corporate Governance Report.

Performance evaluation, nomination and remuneration policy is attached as an annexure 2 to Corporate Governance Report and the same is available on the website of the Company at http:/ /www.ctepl.com/pdfs/investors/Performance_evaluation_nomination_remuneration_policy.pdf.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance and that of its Committees and individual Directors.

The criteria for performance evaluation of the Board include aspects like contribution of the board to the development strategy, contribution of the board to ensure robust and effective risk management, composition of the board and its committees, right balance of knowledge and skills to maximize performance, Board response to any problems or crisis that arose, matters specifically reserved for the board, Board communication with the management team, employees and others, updating to the Board with the latest developments in the regulatory environment and the market, Conduct of Board Meetings at suitable length, management response to the Board, receipt of timely information by the Board, etc.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and to the best of their knowledge and ability In terms of Section 134(3)(c) of the Companies Act 2013, Your Directors confirm as under:

(i) In preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed and there were no material departures from prescribed accounting standards;

(ii) We 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 and loss of the company for that period;

(iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) We have prepared the annual accounts on a going concern basis;

(v) We have laid down internal financial controls, which are adequate and are operating effectively; and

(vi) We have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

STOCK EXCHANGE LISTING

AUDITORS & AUDITORS'' REPORT

M/s. P Murali & Co., Chartered Accountants, Hyderabad, statutory auditors of the company have conveyed their unwillingness to continue as Statutory Auditors of the Company. They tendered their resignation vacating office from the conclusion of the 16^th Annual General Meeting of the Company held on September 7, 2015.

Pursuant to the provisions of the Section 139 of the Companies Act, 2013 and Rules framed there under and as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on 24^th July, 2015, filled the casual vacancy by appointing M. Anandam & Co, Chartered Accountants, Hyderabad (Firm Regn. No 000125S) with effect from the conclusion of the 16^th Annual General Meeting held on September 7, 2015. Accordingly Shareholders appointed M. Anandam & Co, Chartered Accountants, Hyderabad (Firm Regn. No 000125S) as the Statutory Auditors of the Company to hold office from the conclusion of 16^th Annual General Meeting held on September 7, 2015 until the conclusion of next AGM i.e., 17^th Annual General meeting of the Company to be held in the year 2016.

The existing term of M/s. M Anandam & Co as a statutory auditor of the Company is going to expire on the conclusion of the forthcoming Annual General Meeting (AGM). Keeping the above stipulations in view and also the qualification and experience of the partners of the Firm i.e. M/s. M Anandam & Co which is also in commensurate with the size and requirements of the Company, it is proposed to re-appoint M/s. M Anandam & Co as statutory auditors of the Company at the forthcoming 17^th annual general meeting to hold office upto the conclusion of the 22^nd annual general meeting to be held in the year 2021 subject to recommendation by the Board and ratification by members in every annual general meeting till 22^nd Annual General Meeting.

M/s. Anandam & Co. Chartered Accountants have furnished the Certificate of their eligibility for appointment in compliance with Section 141 of the Companies Act, 2013. The Board recommends their appointment.

There are no qualifications or adverse remarks in the Statutory Auditors Report, but the following emphasis of Matter was made in it:

Statutory Auditors drew attention to Note 10 to the consolidated financial statements which relates to the qualified opinion in the Independent Auditors'' Report of the Company''s Wholly Owned Subsidiary, "Cambridge Technology Investments Pte Ltd", Singapore regarding the unavailability of sufficient evidence to support the fair value of certain investments made by such subsidiary.

The Directors are confident that such investments are in a startup stage and will be able to yield the results in due course. These investments are permanent in nature and hence, temporary diminution, if any, in their value, has not been provided for.

Statutory Auditor''s opinion was not modified in respect of the said matter.

SECRETARIAL AUDITOR

M/s. B. Krishnaveni, Company Secretary in Practice was appointed to conduct the audit of Secretarial and related records of the Company for the financial year 2015-16, pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and remuneration of Managerial personnel) Rules, 2014. The Secretarial Audit Report for financial year 2015-16 forms part of the Annual Report as Annexure 2 of the Board''s Report.

There are no qualifications/observations or adverse remarks in the Secretarial Auditors Report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure 3 of the Board''s Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure 4 to this report.

The information required under Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Unclaimed or unpaid dividend relating to financial year 2007 - 08 amounting to INR 84,046/- which was due for transfer on 21^st November, 2015 to Investor Education and Protection Fund established by the Central Government was transferred on 28^th December, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY: The operations of the Company involve low energy consumption. However, adequate measures have been taken to conserve energy wherever practicable.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows:

(in INR Lakhs)

Particulars	Current year 31.03.2016	Previous year 31.03.2015
Foreign exchange earnings	2541.41	2298.50
Foreign exchange outgo:	Nil	Nil
Travel related Expenses	35.07	23.08

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate internal financial controls commensurate with the size and needs of the business. These controls ensures the orderly and efficient conduct of its Business, including adherence to the Company''s policies, identification of areas of improvement, safeguarding of its assets from unauthorized use, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial statements and / or disclosures.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The requisite details as required by Section 177 of Companies Act, 2013 and Regulation 22 &34 (3) of SEBI (LODR) Regulations, 2015 is provided in the Corporate Governance Report.

The Whistleblower policy is available on the website of the Company.

Weblink: http://www.ctepl.com/pdfs/investors/Whistle_Blower_Policy.pdf

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment against women employees at workplace. There was no case of sexual harassment reported during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

Your Company does not meet applicable requirements i.e.net worth of INR 500 Crore or more, or turnover of INR 1000 Crore or more, or a net profit of INR 5 Crore as specified in section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility. Hence the Company did not constitute Corporate Social Responsibility Committee and did not adopt any Corporate Social Responsibility Policy.

RISK MANAGEMENT

EMPLOYEE STOCK OPTION SCHEME

During the year, the Company has adopted Employee Stock Option Scheme 2015 (ESOS - 2015) pursuant to shareholders approval obtained through postal ballot process which closed on 29^th May, 2016. Amendments to the schemes viz., CTEL ESOP Scheme 2011, CTEL ESOP Scheme 2008, CTEL ESOP 2006 were made vide Shareholders approval obtained in 16^th Annual General Meeting of the Company dated September 7, 2015. The said amended schemes can be viewed on the website of the Company - http://www.ctepl.com

The details of employee stock options as on 31^st March, 2016 are given as Annexure-5 to this report.

Disclosures pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, and as per Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 for the financial year ended 31 March, 2016 are available on website of the Company at http://www.ctepl.com.

The Certificate from the Auditors of the Company under regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2014 stating compliance as per SEBI (Share Based Employee Benefits) Regulations, 2014/SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, from time to time and resolution of the company passed in the general meeting, on implementation of scheme, will be available for inspection by the members at the AGM.

CEO/CFO CERTIFICATION

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has formulated a Policy on dealing with Related Party Transactions. The Policy is disclosed on the website of the Company.

Web link: http://www.ctepl.com/pdfs/investors/Related_party_transactions_policy.pdf

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (LODR) Regulations,2015 during the year were in the ordinary course of business and on an arms'' length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. However, pursuant to the provisions of Regulation 23 (2) of the SEBI (LODR) Regulations, 2015, prior approval of the Audit Committee was sought for entering into the Related Party Transactions.

During the year, the Company had not entered into any contract / arrangement / transactions with Related Parties (except with its subsidiaries) which could be considered as material in terms of Regulation 23 of the SEBI (LODR) Regulations, 2015. Disclosures on related party transactions have been made in the notes to the Financial Statements.

The information relating to particulars of contracts or arrangements with related parties referred to in sub Section (1) of section 188 of the Companies Act, 2013 in Form AOC-2 is annexed as Annexure 7, forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE

The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under Regulation 34(2) of SEBI (LODR) Regulations, 2015, forms part of the Annual Report.

Your Company is committed to maintain the prescribed standards of Corporate Governance and has taken adequate steps to adhere to all the stipulations laid down Listing Agreement and SEBI (LODR) Regulations, 2015. A separate report on Corporate Governance and a Management Discussion and Analysis Report is being presented as part of the Annual Report.

Mrs. B. Krishnaveni, a Company Secretary in Practice has certified that conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 have been complied by your Company and her certificate is annexed as Annexure 8 to this Report.

APPRECIATIONS & ACKNOWLEDGEMENTS

For or on behalf of the Board of Directors

Sd/- Sd/-

Hyderabad Dharani Raghurama Swaroop VenkatMotaparthy

29^th August, 2016 Whole - time Director Independent Director

Mar 31, 2015

Dear Members,

The Directors are delighted to present the 16th Annual Report and the Company''s audited financial statements for the year ended March 31, 2015.

Financial Summary (Rs. In lakhs)

Particulars Consolidated Results FY 2015 FY 2014

Revenue from operations 3225.57 2517.19

Expenses (2654.69) (2317.57)

Depreciation & Amortization (308.67) (71.18)

Profit from operations before interest, other income and exceptional items 262.21 130.11

Finance Charges - -

Other Income 102.42 60.41

Impairment of intangible assets - -

Impairment of goodwill - -

Prior period expenses - (0.16)

Change in carrying value of investments - -

Profit from Ordinary Activities Before Tax 364.63 188.85

Extra-ordinary item - -

Tax Expense (52.27) (78.08)

Net Profit 312.36 110.77

Profit & Loss Account Balance Brought Forward (1632.58) (1743.35)

Amount Available for Appropriation (1340.62) (1632.58)

Particulars Standalone Results FY 2015 FY 2014

Revenue from operations 2589.77 2021.52

Expenses (2275.29) (1760.47)

Depreciation & Amortization (308.67) (68.74)

Profit from operations before interest, 5.82 192.31 other income and exceptional items

Finance Charges - -

Other Income 102.42 65.11

Impairment of intangible assets - -

Impairment of goodwill - -

Prior period expenses - (167.44)

Change in carrying value of investments - -

Profit from Ordinary Activities Before Tax 108.23 255.74

Extra-ordinary item - -

Tax Expense (20.39) (76.55)

Net Profit 128.63 179.19

Profit & Loss Account Balance Brought Forward (2897.42) (3076.61)

Amount Available for Appropriation (2768.79) (2895.74)

Review of Operations for the FY 2014 - 15

During the financial year under review, the Company''s total revenue increased to Rs. 2589.77 Lakhs on Standalone basis as compared to the previous year''s total revenue of Rs. 2021.52 Lakhs, at a growth rate of 28%. Further, total revenue on consolidated basis increased to Rs. 3225.57 Lakhs as compared to the previous year''s total revenue of Rs. 2517.19 lakhs, at a growth rate of 28%.

The Standalone PAT (Profit after Tax) stood at Rs. 128.63 Lakhs as against Rs. 179.19 Lakhs in 2014 and the Consolidated PAT increased to Rs.312.36 Lakhs as from Rs. 110.77 Lakhs in the previous year, at a growth rate of 182%.

Detailed analysis of financial statements is given in Management Discussion and Analysis Report forming part of this Annual Report.

Material changes and commitments affecting financial position between the end of financial year and date of report

There were no material changes and commitments affecting financial position of the company between 31st March, 2015 and the date of Board''s Report. (i.e. 24/07/2015)

Business Overview, future outlook and prospects

Cambridge Technology Enterprises Limited (CTE) is a global business and technology services company. It is helping companies today to capitalize on convergence of Cloud and Big Data. CTE offers an end to end approach in designing and implementing enterprise IT strategies leveraging the cloud where it is possible and necessary. Because of its expertise across all relevant domains, CTE serves as a single source of IT Strategy and Implementation to its customers.

Cambridge Technology Enterprises (CTE) has multiple locations in North America, with offshore development offices in Hyderabad and Bangalore, India.

CTE is building right partnerships, ensuring a strong human resource base and growing quickly as a sophisticated technology platform. Under the leadership of Mr. Aashish Kalra, CTE is poised to grow with superior competencies and management skills. CTE realizes the growing business potential in emerging technologies like big data and cloud and is focusing on the convergence of the same.

Your Directors are optimistic about company''s business and hopeful of better performance with increased revenue in next year.

Dividend

Keeping in view the expected cash flow requirements and in order to conserve the resources for the future growth of the Company, the Board of Directors were not able to recommend any dividend for the financial year ended 31st March, 2015.

Fixed Deposits

Your Company did not accept any public deposits and no amount on account of principal or interest on public deposits was outstanding on the date of balance sheet.

Capital Structure

During the year, the authorized share capital and paid up capital of the Company remained unchanged at Rs. 300,000,000/- divided into 300,000,00 equity shares of Rs. 10/- each and Rs. 196,310,150/- divided into 19,631,015 equity shares of Rs. 10/- each respectively.

Adequacy of Internal Financial Control System

Your Company has in place adequate internal financial controls with reference to financial statements. These controls ensure the accuracy and completeness of the accounting records and preparation of reliable financial statements.

Report on Subsidiaries

During the year under review, one new company was incorporated as subsidiary to Cambridge Technology Enterprises Ltd viz., Cambridge Technology Inc USA.

As on March 31, 2015, the Company has one wholly-owned subsidiary viz., Cambridge Technology Inc USA.

During the year under review Cambridge Technology India Private Limited has ceased to be Subsidiary of Cambridge Technology Enterprises Limited.The Honorable High Court of Karnataka had approved for merger between the company and Cambridge Technology India Private Limited (formerly Q-soft Systems & Solutions Private Limited), Bangalore, vide order no. 140 dated 7th August, 2014. The merger is effective 1st April, 2012.

The consolidated financial statements of the Company including its subsidiary have been prepared in accordance with Section 129(3) of the Companies Act, 2013. Further, A report on the performance and financial position of its subsidiary in the prescribed format AOC-1 as per the Companies Act, 2013 is appended as Annexure - 1 to the Board''s Report. As required under Section 136 of the Companies Act, 2013 the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of its subsidiary is available on the website www.ctepl.com. These documents will also be available for inspection during the business hours at the Registered office of the Company and any member who wish to get copies of such financial statements, may write to the Company for such requirement.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

There are no Significant and material orders passed by the regulators or courts or tribunals during the year impacting the going concern status and company''s operations in future.

Directors and Key Managerial Personnel

The Board of Directors of your Company comprises of 6 (six) Directors as on the date of this report representing the optimum blend of professionalism, knowledge and having varied experience in different disciplines of corporate functioning. Of these, 3 (three) Directors are Independent Directors.

Change in Designation

Mr. Stefan Hetges, Director had resigned as an Executive Director & CEO and has been re-designated as Non - Executive Director w.e.f. 14th May, 2015. The Board of Directors places on record its appreciation for the services rendered by him during his tenure as an Executive Director & CEO and welcome him on board as Non - Executive Director.

Retirement by rotation

Pursuant to provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Dharani Raghurama Swaroop (DIN: 00453250) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment to the office of directorship. Your Board of Directors recommend his re-appointment.

Appointments

Mr. Aashish Kalra (DIN: 01878010) was appointed as an Additional Director of the Company in Executive Capacity on 14th May, 2015 to hold office up to the date of ensuing Annual General Meeting and was also appointed as Chairman of the Board. Now the Board proposes to regularize the appointment of Mr. Aashish Kalra as a Director and further appoint him as a Whole - Time Director designated as Chairman and Chief Executive Officer (CEO) of the Company.

Pursuant to circular dated 17th April, 2014 issued by SEBI and provisions of Section 149 of the Companies Act,

2013, Ms. Jayalakhsmi Kumari Kanukollu (DIN: 03423518) was appointed as an Additional Director of the Company during the year. She will hold office up to the date of ensuing Annual General Meeting. Now the Board proposes to appoint Ms. Jayalakhsmi Kumari Kanukollu as an Independent Director of the Company. The company has received the requisite notice under Section 160 of the Companies Act, 2013 from member proposing her name for being appointed as an Independent director of the Company. The Company has received declaration from the above mentioned Independent Director of the Company confirming that she meets with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

A Brief profile of Mr. Aashish Kalra, Mr. Dharani Raghurama Swaroop & Ms. Jayalakshmi Kumari Kanukollu, Directors of the Company along with the nature of their expertise and the number of companies in which they hold directorship and membership / chairmanship of committees of the Board, as stipulated under Clause 49 of the listing agreement with the stock exchanges, are provided in the section on Corporate Governance in this Annual Report and also in the Explanatory Statement annexed to the notice of the Annual General Meeting.

Appropriate resolutions for the appointment/re-appointment of Directors are being placed for your approval at the ensuing Annual General Meeting.

Your Directors recommend the appointment/re-appointment of the aforesaid Directors by the Members at the ensuing Annual General Meeting.

Number of meetings of the Board

The Board met 7 (seven) times during the financial year on 30th May, 2014, 14th August, 2014, 5th November,

2014, 14th November, 2014, 22nd November, 2014, 12th February, 2015 and 14th March, 2015,in respect of which meetings, proper notices were given and proceedings were properly recorded and signed in the Minutes book maintained for the purpose. The intervening gap between any two meetings was well within the period prescribed under the provisions of the Companies Act, 2013.

Declaration from Independent Directors on annual basis

The Company has received declarations from Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

Familiarization Program

Your Company, has been familiarizing the Independent Directors inducted on its Board with providing information relating to Company, its business model, strategic business plans, geographies in which Company operates and its future outlook. They are made to interact with senior management personnel and are given all the documents sought by them for enabling a good understanding of the Company, its various operations and the industry of which it is a part which enable the Directors to contribute significantly to the Company. Details of familiarization programs extended to the Independent Directors during the year are also disclosed on the Company website from time to time at www.ctepl.com.

Performance Evaluation, Nomination and Remuneration Policy

The Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management including criteria for determining qualifications, positive attributes, independence of director and Board evaluation.

The Nomination and Remuneration Committee identifies and ascertains the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment as per Company''s Policy. While appointing Independent Directors, the Committee ensures that the person proposed to be appointed possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales & marketing, administration, research, corporate governance, technical operations, other disciplines related to the Company''s business.

The level and composition of remuneration to be paid to the Whole-Time Director(s), KMPs, Senior Management Personnel and other employees are reasonable and sufficient to attract, retain and motivate directors, KMPs, Senior Management and other employees of the company.The Executive Directors, KMPs and Senior Management Personnel shall be eligible for a remuneration/perquisites/Commission/Bonus/Performance Related Pay/ Incentive/ Fees, etc., as may be approved by the Board on the recommendation of the Committee and shall be governed as per provisions of the Companies Act, 2013 and rules made thereunder.

The detailed policy on the same is available on the Company''s website www.ctepl.com.

Annual Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 to the Listing Agreement, the Company has defined a framework for Performance Evaluation of Board, Committees & Independent Directors in the above said policy and the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Committees.

As per section 149(8) of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the company had a meeting on 14th March, 2015 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting recognized the significant contribution made by non- independent directors in the shaping up of the company and putting the company on accelerated growth path. They devoted more time and attention to bring up the company to the present level.

The performance of the Board has been evaluated based on the following parameters:

Contribution of the board to the development strategy, contribution of the board to ensuring robust and effective risk management, composition of the board and its committees, right balance of knowledge and skills to maximize performance, Board response to any problems or crisis that arose, matters specifically reserved for the board, Board communication with the management team, employees and others, updating to the Board with the latest developments in the regulatory environment and the market, Conduct of Board Meetings at suitable length, management response to the Board, receipt of timely information by the Board, etc.

Composition of Audit Committee

The Chairman of the Audit Committee is Mr. VenkatMotaparthy, Independent Director. The other members of the Audit Committee are Mr.B.Muralidhar, Independent Director and Mr. Dharani Raghurama Swaroop, Whole- Time Director.

Directors'' Responsibility Statement

In terms of Section 134(3)(c) of the Companies Act 2013, Your Directors confirm as under:

(i) In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed and there were no material departures from prescribed accounting standards;

(ii) We 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 and loss of the company for that period;

(iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) We have prepared the annual accounts on a going concern basis;

(v) We have laid down internal financial controls, which are adequate and are operating effectively; and

(vi) We have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate to operate the company effectively.

Stock Exchange Listing

Presently, the Equity Shares of the Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited. The Company confirms that it has paid the Annual Listing Fees due to the Stock Exchange for the year 2015-16.

Auditors &Auditors'' report

M/s. P Murali & Co., Chartered Accountants, Hyderabad, statutory auditors of the company have conveyed their inability to continue as Statutory Auditors of the Company. They tendered their resignation on 16th July, 2015 vacating office from the conclusion of this Annual General Meeting.

Pursuant to the provisions of the Section 139 of the Companies Act, 2013 and Rules framed thereunder,subject to the approval of the shareholders and as per the recommendation of the Audit Committee the Board of Directors at their meeting held on 24th July, 2015, filled the casual vacancy by appointing M. Anandam & Co, Chartered Accountants, Hyderabad (Firm Regn. No 000125S) with effect from the conclusion of the ensuing Annual General Meeting. Further, the Board proposes to Shareholders that M. Anandam & Co, Chartered Accountants, Hyderabad (Firm Regn. No 000125S), be appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. P Murali & Co., Chartered Accountants, Hyderabad (Firm''s Regn. No. 007257S) and they shall hold office from the conclusion of this Annual General Meeting until the conclusion of next i.e., 17th Annual General meeting of the Company. M/s. Anandam & Co. Chartered Accountants have furnished the Certificate of their eligibility for appointment in compliance with Section 141 of the Companies Act, 2013. The Board recommends their appointment.

There are no qualifications/observations or adverse remarks in the Statutory Auditors Report for the financial year ended 31st March, 2015

Secretarial Audit

Ms. B. Krishnaveni, Company Secretary in Practice was appointed to conduct the audit of Secretarial and related records of the Company for the financial year 2014-15, pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and remuneration of Managerial personnel) Rules, 2014. The Secretarial Audit Report for financial year 2014-15 forms part of the Annual Report as Annexure 2 of the Board''s Report.

There are no qualifications/observations or adverse remarks in the Secretarial Auditors Report.

Extract of Annual Return

In accordance with Section 134 (3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure 3 of the Board''s Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Particulars of employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended asAnnexure 4 to the Board''s Report.

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs.60 lacs or more, or employed for part of financial year and in receipt of Rs.5 lac or more per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure 4 to the Board''s Report.

Particulars of loans, guarantees or investments

Particulars of loans, guarantees and investments pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the Financial Statements.

Particulars of contracts or arrangements with related parties

All related party transactions done by the Company during the financial year were at arm''s length and in ordinary course of business. All related party transactions were placed in the meetings of Audit Committee and/ or the Board of Directors for approvals. During the financial year, your Company has not entered into any material transaction with any of its related parties except with its subsidiaries / associates which might be deemed to have had a potential material conflict with the interest of the company. Disclosures on related party transactions have been made in the notes to the Financial Statements. To identify and monitor significant related party transactions, Company has also framed a policy on the related party transactions and the same is available on the Company''s website www.ctepl.com. As all the transactions with related parties are on arm''s lengths basis and in the ordinary course of business the particulars of the contracts or arrangements with related parties under Section 188 in Form AOC-2 is not enclosed herewith.

Transfer to Investor Education and Protection Fund

In terms of Section 125 of the Companies Act, 2013, unclaimed or unpaid dividend relating to financial year 2007-08 amounting to Rs. 84,046/- is due for transfer on 21st November, 2015 to the Investor Education and Protection Fund established by the Central Government.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A. CONSERVATION OF ENERGY: The operations of the Company involve low energy consumption. However, adequate measures have been taken to conserve energy wherever practicable.

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION: The Company continues to use the latest technologies for improving the quality of its operations. Provision of state of the art communication facilities to all software development centers and total technology solutions to its clients contribute to technology absorption and innovation.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: (Rs. in Lakhs)

Particulars Current year Previous year

Foreign exchange earnings 2803.9 1776.6

Foreign exchange outgo: Nil Nil

Travel related Expenses 23.1 13.7

DISCLOSURE REQUIREMENTS Vigil Mechanism

During the year, the Board approved and adopted the Whistle Blower Policy. The Company had established a mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud. It also provides for adequate safeguards against the victimization of Directors and employees who avails the mechanism, and allows direct access to the Chairman of the Audit Committee in exceptional cases.

The Whistleblower policy is available on the Company''s website i.e., www.ctepl.com

Prevention of Sexual Harassment at Workplace

As per the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013" (''Act'') and Rules made thereunder, your Company has constituted Internal Complaints Committee ("ICC"), where employees can register their complaints against sexual harassment. This is supported by the Sexual Harassment Policy which ensures a free and fair enquiry process with clear timelines. During the year under review, there were no complaints received by the ICC.

Corporate Social Responsibility

Since your Company does not meet applicable requirements i.e.net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, in pursuance of section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility, the Company need not adopt any Corporate Social Responsibility Policy.

Risk Management

Shareholders are requested to refer a separate section on Internal Control systems and their adequacy, which also deals with Risk Management, in Management Discussion and Analysis Report. The threats monitored in the said report are being monitored periodically.

Employee Stock Option Scheme

The details of Employee Stock Options as on 31st March, 2015 are given in Annexure-5 to this report, as per Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.The details of employee stock option pursuant to Regulation 14 of the aforesaid regulations are available on the Company''s website i.e., www.ctepl.com

Regulation 31(2)(b) of the Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (herein after referred to as SEBI Regulations) specifies that all listed companies having existing schemes to which these regulations apply are required to comply with these regulations in their entirety within one year of the same coming into effect. Accordingly, your Board recommended changes to the existing schemes viz., CTEL ESOP Scheme 2011, CTEL ESOP Scheme 2008, CTEL ESOP 2006, details of which forms part of Notice of this Annual General Meeting.

Corporate Governance

Your Company is committed to maintain the prescribed standards of Corporate Governance and has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of Corporate Governance Report. Certificate from Mrs. B. Krishnaveni, Company Secretary in Practice has been obtained confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement.

Appreciations and Acknowledgements

Your Directors look to the future with confidence. Your Directors wish to express their appreciation for the valuable support and co-operation received from customers, investors, lenders, business associates, bankers, various statutory authorities and society at large. The Directors also thank the State Governments, Government of India, Governments of various countries, other Government Departments and Governmental Agencies. Your Directors are especially indebted to employees of the Company and its subsidiaries at all levels, who through their dedication, co-operation, support and dynamic work have enabled the company to achieve rapid growth. Your Directors seek, and look forward to the same support during the future years of growth.

For and on behalf of the Board of Directors

Place: Hyderabad Dharani Raghurama Swaroop Venkat Motaparthy Date: 24 th July, 2015 Whole-Time Director Director

Mar 31, 2014

Dear Shareholders,

We are happy to present on behalf of the Board of Directors, the 15th Directors'' Report along with the Balance Sheet, and Profit and Loss Account for the year ended 31st March, 2014.

Financial Performance

Key elements of financial performance of Cambridge Technology Enterprises Limited (CTEL) on consolidated and standalone basis is as below:

(Rs.in millions)

Particulars Consolidated Results FY 2014 FY 2013

Revenue from operations 251.72 904.76

Expenses (176.05) (1,059.91)

Depreciation & Amortization (7.12) (10.36)

Profit from operations before interest,

other income and exceptional items 13.01 (166.39)

Finance Charges - (23.79)

Other Income 6.04 122.89

Impairment of intangible assets - -

Impairment of goodwill

Prior period expenses (0.16) (10.54)

Change in carrying value of investments - -

Profit from Ordinary Activities Before Tax 18.88 (76.94)

Extra-ordinary item - (52.30)

Tax Expense (7.81) (6.16)

Net Profit 11.07 (135.40)

Profit & Loss Account Balance Brought Forward (174.33) (38.93)

Amount Available for Appropriation (163.26) (174.33)

Particulars Stand Alone Results FY 2014 FY 2013

Revenue from operations 202.15 217.98

Expenses (176.05) (427.03)

Depreciation & Amortization (6.87) (4.76)

Profit from operations before interest, 19.23 (213.81) other income and exceptional items

Finance Charges 0.00 (1.41)

Other Income 6.51 14.95

Impairment of intangible assets - -

Impairment of goodwill - -

Prior period expenses (16.74) (10.54)

Change in carrying value of investments - (272.90)

Profit from Ordinary Activities Before Tax 25.57 (483.71)

Extra-ordinary item - -

Tax Expense (7.65) (2.91)

Net Profit 17.92 (486.62)

Profit & Loss Account Balance Brought Forward (307.66) 178.95

Amount Available for Appropriation (289.74) (307.66)

Financial Results for FY 2013-14

CTEL has achieved a turnover of Rs. 202.15 Mn for the year ended 31st March, 2014, as against a turnover of Rs. 217.98 Mn in the previous year. The Company posted an operating profit of Rs. 19.23 Mn for the year under review, whereas there was a loss of Rs. 213.81 Mn in the year ending 31st March, 2013. Net profit for the year ended 31st March, 2014 was Rs.17.92 Mn, and there was a loss of Rs.486.62. Mn, for the year ended 31st March, 2013. Detailed analysis of financial statements is given in Management Discussion and Analysis Report forming part of this Annual Report.

Dividend

Keeping in view the difficult operating environment that prevailed in the year gone by and the expected cash flow requirements for the future growth of the Company, your Directors were not able to recommend any dividend for the financial year ended 31st March, 2014.

A detailed Management Discussion and Analysis is provided in the annual report, as a separate report. Subsidiary Companies

The Honorable High Court of Karnataka had approved for merger between the company and Cambridge Technology India Private Limited (formerly Q-soft Systems & Solutions Private Limited), Bangalore, vide order no. 140 dated 7th August, 2014. The merger is effective 1st April, 2012.

Your company had made an application on 10th May, 2013 to Reserve Bank of India for write off of trade receivables due from erstwhile foreign subsidiary smartShift Technologies Inc., (formerly Cambridge Technology Enterprises Inc.,) and also for ratification of the transaction involving the sale of shares of the overseas subsidiary smartShift Group Limited (formerly Cambridge Technology Enterprises - Mauritius Limited). Company is waiting for disposal of these two applications by the Reserve Bank of India.

The members may note that statement under Section 212 of the Companies Act, 1956 and information on the financials of subsidiaries is not applicable since the wholly owned subsidiary M/s. Cambridge Technology India Private Limited has been merged with company effective 1st April, 2012. And the company does not have any subsidiaries warranting to give information u/s 212 of the Companies Act, 1956.

Internal Control Systems

Your company has necessary Internal Control Systems in place. Internal Audits are regularly conducted through an external Audit Firm. The reports are periodically discussed internally. Significant audit observations are also placed before the meeting of the Audit Committee and corrective measures are taken by the company.

Fixed Deposits

Your Company had not accepted any fixed deposits under Section 58A of the Companies Act, 1956 and hence no amount of principal or interest was outstanding as on the Balance Sheet date.

Particulars of Employees

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are not applicable.

Employee Stock Option Scheme

The details of employee stock option as on 31st March, 2014 are given as Annexure-1 to this report, as per Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

Directors

Mr. Stefan Hetges, retires by rotation and being eligible, offers himself for re-appointment as Director pursuant to Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014. A brief profile of Mr. Stefan Hetges, retiring director is given in the Corporate Governance section of this Annual Report.

Mr. Venkat Motaparthy, is Director on the Board of the company w.e.f 13th February, 2012. He is proposed to be appointed by shareholders as an independent director pursuant to Section 150 of the Companies Act, 2013.

A brief profile of Mr. Venkat Motaparthy, director is given in the Corporate Governance section of this Annual Report.

Mr. B Muralidhar, has been appointed as Additional Director on the Board of the company w.e.f 14th August, 2014 in terms of Section 149, and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014. A brief profile of Mr. B Muralidhar, director is given in the Corporate Governance section of this Annual Report. He is proposed to be appointed by shareholders as an independent director pursuant to Section 150 of the Companies Act, 2013.

The company has received the requisite notice under Section 160 of the Companies Act, 2013 from members proposing their names of Mr. B Muralidhar and Mr. Venkat Motaparthy for being appointed as Independent directors of the Company.

The Company has received declarations from above mentioned Independent directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

Appropriate resolutions for the appointment/re-appointment of Directors are being placed for your approval at the ensuing Annual General Meeting.

Your Directors recommend the appointment/re-appointment of the aforesaid Directors by the Members at the ensuing Annual General Meeting.

During the year under review Mr. Anand Mullapudi, Director had resigned w.e.f. 4th February, 2014. The Board of Directors places on record its appreciation for the services rendered by him during his tenure as Director.

Appointment of Key Managerial Personnel

In accordance with the provisions of Section 203 of Companies Act, 2013 the Board of Directors had appointed Mr. Stefan Hetges, Director & CEO as Key Managerial Personnel on 14/11/2014 and Mr. V Ramana Reddy, Chief Financial Officer and Company Secretary w.e.f. 14th August, 2014 respectively.

Auditors

M/s. P Murali & Co., Chartered Accountants, Hyderabad statutory auditors of the company retire at the ensuing Annual General Meeting.

Pursuant to the provisions of the Section 139 of the Companies Act, 2013 and Rules framed thereunder, it is proposed to appoint M/s. P Murali & Co. (ICAI Regn. No. 007257S) as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 20th AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. M/s. P Murali & Co. Chartered Accountants have furnished the Certificate of their eligibility for appointment in compliance with Section 141 of the Companies Act, 2013. The Board recommends their appointment.

Listing

Your Company''s shares are listed with Bombay Stock Exchange and National Stock Exchange, Mumbai. The listing fee have been paid for the financial year 2014-2015.

A detailed report on the Corporate Governance practices of the Company is given as a separate section in this annual report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rule, 1988 are set out in Annexure - 2 to the Directors'' Report.

Directors'' Responsibility Statement

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors confirm as under:

i. that In preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. We 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 2013-14 and of the profit of the Company for that period;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. We have prepared the annual accounts on an on-going concern basis.

Acknowledgement

Your Board places on record its sincere appreciation for the significant contribution made by the employees through their dedication, hard work and commitment and standing by us through the difficult times and for the trust reposed in us by our clients.

Your Directors also acknowledge the support and wise counsel extended to us by the analysts, bankers, government agencies and shareholders at large. We look forward to having the same support in our endeavor to serve our clients better.

For Cambridge Technology Enterprises Limited

D.R.R. Swaroop Venkat Motaparthy Whole-time Director Independent Director

Place: Hyderabad Date: 22/11/2014

Mar 31, 2013

Dear Shareholders,

The are happy to present on behalf of the Board of Directors, the 14th Directors'' Report along with the Balance Sheet, and Profit and Loss Account for the year ended 31st March, 2013.

Financial Performance

Key elements of financial performance of Cambridge Technology Enterprises Limited (CTEL) on consolidated and standalone basis is as below: (Rs.in millions)

S. No.Particulars Consolidated Results Stand Alone Results FY 2013 FY 2012 FY 2013 FY 2012

1 Revenue from operations 904.76 749.98 217.98 307.94

2 Expenses (1,059.91) (736.81) (427.03) (196.09)

3 Depreciation & Amortization (10.36) (98.41) (4.76) (83.05)

4 Profit from operations before interest, other (166.39) (85.24) (213.81) 28.80

income and exceptional items

5 Finance Charges (23.79) (28.99) (1.41) (5.36)

6 Other Income 122.89 23.02 14.95 20.65

7 Impairment of intangible assets (44.52) (30.25)

8 Impairment of goodwill (458.10)

9 Prior period expenses (10.54) 15.01 (10.54) 15.01

10 Change in carrying value of investments (272.90) (37.78)

11 Profit from Ordinary Activities Before Tax (76.94) (578.82) (483.71) (8.93)

12 Extra-ordinary item (52.30)

13 Tax Expense (6.16) 9.49 (2.91) 10.53

14 Net Profit (135.40) (569.33) (486.62) 1.60

15 Profit & Loss Account Balance Brought Forward (38.93) (124.86) 178.95 177.35

16 Amount Available for Appropriation (174.33) (694.19) (307.66) 178.95

a. Consolidated Results for FY 2013 Your Company has achieved a turnover of Rs. 904.76 Mn for the year ended 31st March, 2013, as against a turnover of Rs. 749.98 Mn in the previous year and posted operating loss of Rs. 166.39 Mn versus an operating loss of Rs. 85.24 Mn recorded in the previous financial year. Net Loss for the year ended 31st March, 2013 was Rs. 135.40 Mn, and the same was Rs. 569.33 Mn, for the year ended 31st March, 2012. Detailed analysis of consolidated financial statements is given in Management Discussion and Analysis Report forming part of this Annual Report. b. Standalone Results for FY 2013

CTEL has achieved a turnover of Rs. 217.98 Mn for the year ended 31st March, 2013, as against a turnover of Rs. 307.94 Mn in the previous year. The Company posted an operating loss of Rs. 213.81 Mn for the year under review, whereas it was a profit of Rs. 28.80 Mn in the year ending 31st March, 2012. Net Loss for the year ended 31st March, 2013 was Rs. 486.62 Mn, and the same was a profit of Rs. 1.60 Mn, for the year ended 31st March, 2012. Detailed analysis of stand-alone financial statements is given in Management Discussion and Analysis Report forming part of this Annual Report.

Dividend

Keeping in view the difficult operating environment that prevailed in the year gone by and the expected cash flow requirements for the future growth of the Company, your Directors were not able to recommend any dividend for the financial year ended 31st March, 2013.

Employee Stock Option Scheme

The details of employee stock option as on 31st March, 2013 are given as Annexure-1 to this report, as per Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

Corporate Governance Report

A detailed report on the Corporate Governance practices of the Company is given as a separate section in this annual report.

Management Discussion and Analysis Report

A detailed Management Discussion and Analysis is provided in the annual report, as a separate report.

Subsidiary Companies

During the financial year your Company has made an application with the High Court of Karnataka for merger between the company and Cambridge Technology India Private Limited (formerly Q-soft Systems & Solutions Private Limited), Bangalore., The debt holders of smartShiftgroup Limited (formerly Cambridge Technology Enterprises - Mauritius Limited) exercised their right to convert their debt into equity shares, which consequently lead to dilution of equity held by your company .The residual shareholding tuning to 29.68%, in smartShiftgroup Limited (formerly Cambridge Technology Enterprises - Mauritius Limited) was sold to smartShiftgroup Inc., for a consideration of USD 25,000.

Your company had made an application on 10th May, 2013 to Reserve Bank of India for write off of trade receivables due from erstwhile foreign subsidiary smartShift Technologies Inc., (formerly Cambridge Technology Enterprises Inc.,) and also for ratification of the transaction involving the sale of shares of the overseas subsidiary smartShift Group Limited (formerly Cambridge Technology Enterprises - Mauritius Limited). Company is waiting for disposal of these two applications by the Reserve Bank of India.

The members may refer to the statement under Section 212 of the Companies Act, 1956 and information on the financials of subsidiaries appended to the above statement under Section 212 of the Companies Act, 1956 in this Annual Report for further information on these subsidiaries.

Your company had filed merger petition on 18th July, 2013 before the Hon''ble High Court of Karnataka for merger of the Company''s 100% subsidiary M/s. Cambridge Technology India Private Limited ("CTIPL"), Bangalore with its Holding company viz., Cambridge Technology Enterprises Limited in order to have efficient integration and greater financial strength and flexibility consequent to the proposed amalgamation of CTIPL.

The Ministry of Corporate Affairs vide its General circulars has laid down a set of conditions upon fulfillment of which, Ministry has conferred automatic exemption from attaching subsidiary financials to the financials of the Company for the financial year 2012-13. Your company has complied with those conditions and hence consolidated financials with rupee equivalents, wherever applicable are made available in this annual report.

The members desiring to obtain a copy of the financials of the Subsidiary Companies may write to the Company Secretary at the registered office of the Company.

Directors'' Responsibility Statement

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors confirm as under:

i. In preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. We 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 2012-13 and of profit of the Company for that period;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. We have prepared the annual accounts on an on-going concern basis.

Fixed Deposits

Your Company had not accepted any fixed deposits under Section 58A of the Companies Act, 1956 and hence no amount of principal or interest was outstanding as on the Balance Sheet date.

Directors

Mr. Anand Mallipudi, Independent Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. A brief profile of Mr. Anand Mallipudi, retiring director is given in the Corporate Governance section of this Annual Report.

During the year under review Mr. Samir Bhatia, Director & Chief Financial Officer had resigned w.e.f. 1st March, 2013 and Mr. L Sridhar, Independent director resigned w.e.f. 21st December, 2012. The Board of Directors places on record its appreciation for the services rendered by them during their tenure as Directors.

Auditors

The Statutory Auditors of the Company P Murali & Co., Chartered Accountants retiring at this Annual General Meeting have confirmed their eligibility and willingness to accept the office of Statutory Auditors, if re-appointed for the next financial year. The Audit Committee and the Board of Directors recommend P Murali & Co., as the Statutory Auditors of the Company for the financial year 2013-14 subject to the shareholders approval.

Particulars of Employees

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are not applicable.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rule, 1988 are set out in Annexure - 2 to the Directors'' Report.

Acknowledgement

Your Board places on record its sincere appreciation for the significant contribution made by the employees through their dedication, hard work and commitment and standing by us through the difficult times and for the trust reposed in us by our clients.

Your Directors also acknowledge the support and wise counsel extended to us by the analysts, bankers, government agencies and shareholders at large. We look forward to having the same support in our endeavor to serve our clients better.

For Cambridge Technology Enterprises Limited Sd/- Sd/-

D.R.R. Swaroop Venkat Motaparthy

Wholetime Director Independent Director

Place : Hyderabad

Date : 29th November, 2013

Mar 31, 2012

The are happy to present on behalf of the Board of Directors, the 13th Directors' Report along with the Balance Sheet, and Profit and Loss Account for the year ended 31st March, 2012.

Financial Performance

Key elements of financial performance of Cambridge Technology Enterprises Limited (CTEL) on consolidated and stand alone basis is as below:

(Rs. in millions)

S.No. Particulars Consolidated Results Standalone Results

FY 2012 FY 2011 FY 2012 FY 2011

1 Revenue from operations 749.98 589.10 307.94 327.62

2 Expenses (736.81) (692.78) (196.09) (205.55)

3 Depreciation & Amortization (98.41) (108.49) (83.05) (96.75)

4 Profit from operations before interest, other income (85.24) (212.17) 28.79 25.32 and exceptional items

5 Finance Charges (28.99) (22.12) (5.36) (9.52)

6 Other Income 23.02 50.42 20.65 2.85

7 Impairment of intangible assets (44.52) - (30.25) -

8 Impairment of goodwill (458.10) - - -

9 Prior period expenses 15.02 3.72 15.01 3.72

10 Change in carrying value of investments - - (37.78) -

11 Profit from Ordinary Activities Before Tax (578.81) (180.15) (8.93) 22.37

12 Tax Expense 9.49 (5.12) 10.53 (3.92)

13 Net Profit (569.32) (185.27) 1.60 18.45

14 Profit & Loss Account Balance Brought Forward (124.86) 60.42 199.21 180.76

15 Amount Available for Appropriation (694.19) (124.86) 200.82 199.21

16 Balance in Profit & Loss Account (694.19) (124.86) 200.82 199.21

a. Consolidated Results for FY 2012

Your Company has achieved a turnover of Rs. 749.98 Mn for the year ended 31st March, 2012, as against a turnover of Rs. 589.10 Mn in the previous year and posted operating loss of Rs. 85.24 Mn versus an operating loss of Rs. 212.17 Mn recorded in the previous financial year. Net Loss for the year ended 31st March, 2012 was Rs. 569.32 Mn, and the same was Rs. 185.27 Mn, for the year ended 31st March, 2011. Detailed analysis of consolidated financial statements is given in Management Discussion and Analysis Report forming part of this Annual Report.

b. Standalone Results for FY 2012

CTEL has achieved a turnover of Rs. 307.94 Mn for the year ended 31st March, 2012, as against a turnover of Rs. 327.62 Mn in the previous year. The Company posted an operating profit of Rs. 28.79 Mn for the year under review, whereas it was Rs. 25.32 Mn in the year ending 31st March, 2011. Net Profit for the year ended 31st March, 2012 was Rs. 1.60 Mn, and the same was Rs. 18.45 Mn, for the year ended 31st March, 2011. Detailed analysis of standalone financial statements is given in Management Discussion and Analysis Report forming part of this Annual Report.

Dividend

Keeping in view the difficult operating environment that prevailed in the year gone by and the expected cash flow requirements for the future growth of the Company, your Directors were not able to recommend any dividend for the financial year ended 31st March, 2012.

Employee Stock Option Scheme

The details of employee stock option as on 31st March, 2012 are given as Annexure-1 to this report, as per Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

Corporate Governance Report

A detailed report on the Corporate Governance practices of the Company is given as a separate section in this annual report.

Management Discussion and Analysis Report

A detailed Management Discussion and Analysis is provided in the annual report, as a separate report.

Subsidiary Companies

Your Company has two direct wholly owned subsidiary viz., smartShiftgroup Limited (formerly Cambridge Technology Enterprises Ã Mauritius Limited), Mauritius and Cambridge Technology India Private Limited (formerly Q-soft Systems & Solutions Private Limited), Bangalore and three step-down subsidiary Companies viz., Vox Holdings Inc., USA, Smartshift GmbH, Germany and Cambridge Technology Enterprises Inc., USA as on 31st March, 2012.

The members may refer to the statement under Section 212 of the Companies Act, 1956 and information on the financials of subsidiaries appended to the above statement under Section 212 of the Companies Act, 1956 in this Annual Report for further information on these subsidiaries.

The Ministry of Corporate Affairs vide its General circular has laid down a set of conditions upon fulfillment of which, Ministry has conferred automatic exemption from attaching subsidiary financials to the financials of the Company for the financial year 2011-12. Your company has complied with those conditions and hence consolidated financials with rupee equivalents, where ever applicable are made available in this annual report.

The members desiring to obtain a copy of the financials of the Subsidiary Companies may write to the Company Secretary at the registered office of the Company.

Directors' Responsibility Statement

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors confirm as under:

i. In preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. We 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 2011-12 and of profit of the Company for that period;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. We have prepared the annual accounts on an on-going concern basis.

Fixed Deposits

Your Company had not accepted any fixed deposits under Section 58A of the Companies Act, 1956 and hence no amount of principal or interest was outstanding as on the Balance Sheet date.

Directors

Stefan Hetges, Whole-Time Director and CEO retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the year under review Dr. Prem Singh Rana and Krishen Kumar Dhar, Independent directors, had expressed their desire to resign from the Board due to other pursuits, in the Board Meeting held on 3rd October, 2011. The Board placed on record its appreciation for the services rendered by them and accepted their resignations with w.e.f. 13th September, 2011.

Mallipudi Anand Pattabhiramkumar and Motaparthy Venkateswara Rao Kasi have been appointed as Additional Directors to occupy the position of independent Directors, in the Board Meeting held on 13th February, 2012. Both these Additional Directors hold office upto the conclusion of this Annual General Meeting.

Mallipudi Anand Pattabhiramkumar and Motaparthy Venkateswara Rao Kasi are proposed to be appointed as Director in the Annual General Meeting and notice under Section 257 of the Companies Act 1956 has been received from a member proposing their appointment.

The brief profile of the Board members is given in the Corporate Governance section of this Annual Report.

Auditors

The Statutory Auditors of the Company P Murali & Co., Chartered Accountants retiring at this Annual General Meeting have confirmed their eligibility and willingness to accept the office of Statutory Auditors, if re-appointed for the next financial year. The Audit Committee and the Board of Directors recommend P Murali & Co., as the Statutory Auditors of the Company for the financial year 2012-13 subject to the shareholders approval.

Particulars of Employees

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are not applicable.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are set out in Annexure Ã 2 to the Directors' Report.

Acknowledgement

Your Board places on record its sincere appreciation for the significant contribution made by the employees through their dedication, hard work and commitment and standing by us through the difficult times and for the trust reposed in us by our clients.

Your Directors also acknowledge the support and wise counsel extended to us by the analysts, bankers, government agencies and shareholders at large. We look forward to having the same support in our endeavor to serve our clients better.

For Cambridge Technology Enterprises Limited

Sd/- Sd/-

D.R.R. Swaroop L. Sridhar

Whole- Time Director Director

Place : Hyderabad Date : 13th August, 2012

Mar 31, 2010

We are happy to present on behalf of the Board of Directors, the 11th Directors Report along with the Balance Sheet, and Profit and Loss Account for the year ended 31st March, 2010.

Financial Performance

Key elements of financial performance of Cambridge Technology Enterprises Limited (CTEL) on consolidated and stand alone basis are as below:

(Rs in Millions)

Sl. Particulars Consolidated Results Stand Alone Results No. FY 2010 FY 2009 FY 2010 FY 2009

1 Revenue from operations 703.28 1783.19 327.78 480.53

2 Expenses 776.39 1556.52 233.58 369.13

3 Profit from operations (73.11) 226.66 94.20 111.40

4 Depreciation & Amortization 129.62 114.80 102.21 45.89

5 Finance Charges 31.54 48.17 17.88 16.75

6 Other Income 35.07 6.0 33.11 0.24

7 Profit from Ordinary Activities Before Tax (199.21) 69.68 7.22 49.00

8 Tax Expense 5.02 13.23 6.26 2.93

9 Net Profit (204.24) 56.46 0.96 46.06

10 Profit & Loss Account Balance Brought Forward 264.65 193.22 179.80 118.77

11 Adjustment to undecl ared Dividend - 14.97 - 14.97

12 Amount Available for Appropriation 60.42 264.65 180.76 179.80

13 Amount Transferred to General Reserves - - - -

14 Balance in Profit & Loss Account 60.42 264.65 180.76 179.80

a. Consolidated Results for FY 2010

Your Company has achieved a turnover of Rs 703.28 Mn for the year ended 31st March, 2010, as against a turnover of Rs1783.19 Mn in the previous year and posted operating loss of Rs 73.11 Mn for the year ended 31st March, 2010 versus a profit of Rs 226.66 Mn recorded in the year ending 31st March, 2009. Net Loss for the year ended 31st March, 2010 is Rs 204.24 Mn, and the same was a Profit of Rs 56.46 Mn, for the year ended 31st March, 2009. Detailed analysis of consolidated financial statements is given in Management Discussion and Analysis Report forming part of this Annual Report.

b. Standalone Results for FY 2010

CTEL has achieved a turnover of Rs 327.78 Mn for the year ended 31st March, 2010, as against a turnover of Rs 480.53 Mn in the previous year. The Company posted an operating profit of Rs 94.20 Mn for the year ended 31st March, 2010, whereas it was Rs 111.40 Mn in the year ending 31st March, 2009. Net Profit for the year ended 31st March, 2010 is Rs 0.96 Mn, and the same was Rs 46.06 Mn, for the year ended 31st March, 2009. Detailed analysis of stand alone financial statements is given in Management Discussion and Analysis Report forming part of this Annual Report.

Dividend

Keeping in view the difficult operating environment that prevailed in the year gone by and the expected cash flow requirements for the future growth of the Company, your Board was unable to recommend any dividend for the financial year ended 31st March, 2010.

Employee Stock Option Scheme

The details of employee stock option as on 31st March, 2010 are given as Annexure 1 to this report.

Cancellation of proposed issuance of equity warrants

During the year, your Company had proposed to issue 27,81,599 equity warrants to Verve Developers Private Limited, New Delhi. In this regard, you had approved an enabling resolution on 12th November, 2009. As per SEBI (ICDR) Regulations, the proposed allottee needs to bring in at least 25% of issue price before allotment of warrants can take place. On failure of Verve Developers Private Limited to bring in the required money by the stipulated time line, your Company could not allot equity warrants to Verve Developers Private Limited, and hence the proposal to allot warrants stands cancelled.

Corporate Governance Report

A detailed report on the Corporate Governance practices of the Company is given as a separate section in this annual report.

Management Discussion and Analysis Report

A detailed Management Discussion and Analysis is provided in the annual report, as a separate report.

Subsidiary Companies

Your Company has two wholly owned subsidiaries and three step-down subsidiary Companies as on 31st March, 2010. During the year under review, 100% of the shareholding in CTE Global Solutions Private Limited (formerly known as ComCreation Technologies Private Limited) was sold off to Tejesh Kumar Kodali and MNA Infrastructure Private Limited. This subsidiary was sold at book value / net asset value after transferring all business contracts and delivery infrastructure to CTEL, Bangalore branch. The members may refer to the statement under Section 212 of the Companies Act, 1956 and information on the financials of subsidiaries in this Annual Report.

The Ministry of Corporate Affairs vide its letter No. 47/488/ 2010-CL-III dated 28th May 2010 granted approval under Section 212 (8) of the Companies Act, 1956 to the Company for not attaching the stand-alone financials of subsidiary Companies to the financials of the Company for the financial year 2009-10.

The members desiring to obtain a copy of the financials of the Subsidiary Companies may write to the Company Secretary at the registered office of the Company.

Directors Responsibility Statement

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors confirm as under:

1. In preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. We 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 2009-10 and of profit of the Company for that period;

3. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. We have prepared the annual accounts on an ongoing concern basis.

Fixed Deposits

Your Company had not accepted any fixed deposits under Section 58A of the Companies Act, 1956 and hence no amount of principal or interest was outstanding as on the Balance Sheet date.

Directors

Mr. D.R.R. Swaroop, Whole Time Director and Mr. L. Sridhar, Independent Director retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Board had appointed Mr. Arjun Chopra as Member of the Board in the capacity of Additional Director in its Meeting held on 19th April, 2010. In its meeting held on 27th May, 2010, Board has appointed him as Whole Time Director, designated as ÃChief Technology OfficerÃ w.e.f. 28th May, 2010. Mr. Arjun Chopra is proposed to be appointed as Whole Time Director in the Annual General Meeting and notice under Section 257 of the Companies Act 1956 has been received from a member proposing his appointment.

During the year under review Mr. Tejesh Kumar Kodali had expressed his desire to resign from the Board because of his other occupations in the Board Meeting held on 19th April, 2010. The Board placed on record its appreciation for the services rendered by Mr. Tejesh Kumar Kodali and accepted his resignation with immediate affect.

The brief profile of Mr. D.R.R. Swaroop, Mr. L. Sridhar, and Mr. Arjun Chopra is given in the Corporate Governance section of this Annual Report.

Auditors

The Statutory Auditors of the Company P Murali & Co., Chartered Accountants retiring at this Annual General Meeting and have confirmed their eligibility and willingness to accept the office of Statutory Auditors, if re-appointed for the next financial year. The Audit

Committee and the Board of Directors recommend P Murali & Co., as the Statutory Auditors of the Company for the financial year 2010-11 subject to the shareholders approval.

Particulars of Employees

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in Annexure - 2 to the Directors Report.

Acquisitions during the financial year

As part of your Companys inorganic growth strategy, your Company had proposed to acquire the following Companies during the year, through its subsidiary Company:

- Smartshift Gmbh, Germany

Smartshift is a Hamburg registered Company which focuses on consulting and implementation services for the modernization of old system. It provides consulting in the area of SAP with a focus on the analysis of existing custom developments and migration of these programs into new environment. Smartshift provides service in modernization projects (analysis design, implementation and roll out) for a quick, safe and economic project lifecycle.

Services offered by Smartshift include migration to cheaper/ modern platform and well as providing products to modernize SAP systems. Tools and methodologies are adjusted to the customer specific needs which are:

- Consulting and implementing of legacy modernization systems

- Development of specific methodologies and tools to automate modernization projects

- Feasibility studies (Strategic, technical and economic)

- Provide automation tools for SAP systems

- Provide automation tools to modernize any ABAP source Code

- Vox Holdings Inc., USA

Vox Holdings Inc., is a Delaware incorporated company that focuses on helping users accelerate the creation, consumption and monetization of technology, primarily two of the largest disruptions in the IT industry since the internet Ã open source software and cloud computing software. It carries its activities through a consumer facing web-site based community Ã www.ostastic.com, where information relating to these technologies is published and shared. This community is a blog on the above said website, which is part of a leading media network called The GigaOm Network.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rule, 1988 are set out in Annexure Ã 3 to the Directors Report.

Acknowledgement

Your Board places on record sincere appreciation for significant contribution made by the employees through their dedication, hard work and commitment and standing by us through the difficult times and for the trust reposed in us by our clients.

Your Directors also acknowledge the support and wise counsel extended to us by the analysts, bankers, government agencies and shareholders at large. We look forward to having the same support in our endeavor to serve our clients better.

For Cambridge Technology Enterprises Limited

Sd/- Sd/- D.R.R. Swaroop L. Sridhar Wholetime Director Director

Place: Hyderabad Date: 13th August, 2010

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