6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

February 7, 2013

Commission File Number: 000-30735

Rediff.com India Limited

(Translation of registrant’s name into English)

1^st Floor, Mahalaxmi Engineering Estate, L.J. First Cross Road

Mahim (West), Mumbai 400 016

(Address of principal executive office)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F  x    Form 40-F  ¨

(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes  ¨    No  x

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b)):

This report on Form 6-K shall be deemed to be incorporated by reference in the Registration Statements on Form S-8 (File Nos. 333-111432, 333-121773, 333-143836 and 333-143837) filed with the Securities and Exchange Commission and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

In compliance with NASDAQ Rule 5250(c)(2), on February 7, 2013, Rediff.com India Limited (“Rediff.com”) issued a press release that sets forth its unaudited consolidated balance sheet as of September 30, 2012 and its unaudited consolidated statement of income for the six months ended September 30, 2012. A copy of the related press release is attached hereto as Exhibit 99.1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 7, 2013	Rediff.com India Limited
	(Registrant)
	By:	/s/ Swasti Bhowmick
	Name:	Swasti Bhowmick
	Title:	Chief Financial Officer

[SIGNATURE PAGE TO FORM 6-K]

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EXHIBIT NO.	DESCRIPTION
99.1	Press release issued by the registrant dated February 7, 2013.

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EX-99.1

EXHIBIT – 99.1

REDIFF.COM PUBLISHES ITS UNAUDITED BALANCE SHEET AS OF SEPTEMBER 30, 2012 AND ITS

STATEMENTS OF EARNINGS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2012

In compliance with the NASDAQ Rule 5250(c)(2), which requires that each foreign private issuer with securities listed on the NASDAQ distribute interim financial information within six months following the end of such foreign private issuer’s second fiscal quarter, Rediff.com India Limited hereby publishes its unaudited consolidated balance sheet as of September 30, 2012 and its unaudited consolidated statement of income for the six months ended September 30, 2012. It should be noted that the financial statements set forth in this press release are subject to audit and while no significant changes are anticipated, an audit could result in adjustments which would result in the audited numbers varying from the financial statements set forth below.

REDIFF.COM INDIA LIMITED

CONSOLIDATED BALANCE SHEETS

As of March 31, 2012 and September 30, 2012

(All figures in US$ million)

	As of March 31, 2012			As of September 30, 2012
	(Audited)			(Unaudited)
Assets
Current Assets
Cash and cash equivalents		24.54			21.63
Trade accounts receivables, net		6.15			4.96
Prepaid expenses and other current assets		1.38			1.40
Total current assets		32.07			27.99
Property, plant and equipment, net		7.40			6.60
Goodwill		2.00			2.00
Intangible assets, net		2.49			2.20
Investment, at cost		1.30			1.30
Investments in equity method investees		0.08			0.08
Recoverable Taxes		2.96			2.91
Other non-current assets		2.17			1.95
Total non-current asset		18.40			17.04
Total assets		50.47			45.03
Liabilities and shareholders’ equity
Liabilities
Current liabilities
Accounts payable and accrued liabilities		4.38			4.42
Customer advances and unearned revenues		2.15			2.58
Total current liabilities		6.53			7.00
Deferred tax liability		0.24			0.12
Other non-current liabilities		0.96			0.95
Total Liabilities		7.73			8.07
Shareholders’ equity
Equity share capital: Issued and outstanding		1.76			1.76
Additional paid in capital		130.96			131.29
Accumulated other comprehensive Profit /(loss)		(9.28	)		(9.98	)
Accumulated deficit		(76.27	)		(80.68	)
Treasury shares, at cost (See note below)		(4.43	)		(4.43	)
Total shareholders’ equity		42.74			36.96
Total liabilities and shareholders’ equity		50.47			45.03

REDIFF.COM INDIA LIMITED

CONSOLIDATED STATEMENTS OF EARNINGS

For each of the half years ended September 30, 2011 and 2012

(All figures in US$ million)

	Half year ended September 30,
	2011			2012
	(Unaudited)			(Unaudited)
Revenues
India Online		8.60			5.79
US Publishing		1.89			1.72
Total revenues		10.49			7.51
Cost of Revenues (excluding depreciation and amortization separately disclosed below)
India Online		4.61			3.74
US Publishing		1.28			1.26
Total cost of revenues		5.89			5.00
Gross margin		4.60			2.51
Operating Expenses
Sales and marketing		3.17			1.58
Product development		1.85			1.32
Depreciation and amortization		1.87			1.81
General and administrative		3.90			3.75
Foreign exchange loss, net		0.09			0.02
Total operating expenses		10.88			8.48
Operating loss		(6.28	)		(5.97	)
Other income (expense), net
Interest income		1.54			0.97
Miscellaneous income		—			0.04
Total other income, net		1.54			1.01
Loss before income taxes and equity in net earnings of equity method investees		(4.74	)		(4.96	)
Income tax expense		—			—
Equity in net earnings of equity method investees		(0.20	)		—
Net loss		(4.94	)		(4.96	)

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Note:

The company established an ESOP trust for the benefit of the employees and purchased 1,015,000 shares (equivalent to 2,030,000 ADS). These shares are treated as treasury stock.

About Rediff.com

Rediff.com (NASDAQ: REDF) is one of the premier worldwide online providers of news, information, communication, entertainment and shopping services to Indians worldwide. Founded in 1996, Rediff.com is headquartered in Mumbai, India with offices in New Delhi, India and New York, USA.

Safe Harbor:

Except for historical information and discussions contained herein, statements included in this release may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and reflect our current expectations. Forward-looking statements are identified by certain words or phrases such as “may”, “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those that may be projected by these forward looking statements. These risks and uncertainties include but are not limited to the slowdown in the economies worldwide and in the sectors in which our clients are based, the slowdown in the Internet and IT sectors world-wide, competition, success of our past and future acquisitions, attracting, recruiting and retaining highly skilled employees, technology, acceptance of new products and services, the development of broadband Internet and 3G networks in India, legal and regulatory policies, managing risks associated with customer products, the wide spread acceptance of the Internet as well as other risks detailed in the Form 20-F and other reports filed by Rediff.com India Limited with the U.S. Securities and Exchange Commission. Rediff.com India Limited and its subsidiaries may, from time to time, make additional written and oral forward looking statements, including statements contained in the Company’s filings with the Securities and Exchange Commission and our reports to shareholders. Rediff.com India Limited does not undertake to update any forward-looking statement that may be made from time to time by or on behalf of the Company.

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For further details contact:

Mandar Narvekar

Rediff.com India Ltd.

Investor Relations and Corporate Affairs Contact

Tel.: +91-22-6182 0000

Email: investor@rediff.co.in

Glenn Wiener and Jay Morakis

GW Communications (U.S.A.)

Tel. 212.786.6011 / 212.786.6037

Email: gwiener@GWCco.com / jmorakis@GWCco.com

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