DIRECTOR'S REPORT

Dear Members,

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

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 there under, 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 as Annexure 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.

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

Dharani Raghurama Swaroop

Whole-Time Director

Venkat Motaparthy

Director

Place: Hyderabad

Date: 24th July, 2015