ROLTA INDIA LIMITED - London Stock Exchange · Rolta has built a solid business that reflects its established track record, empowered people, domain ... Photogrammetry capabilities

ROLTA INDIA LIMITEDANNUAL REPORT 2009-10

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Vision and Mission 02Chairman's Statement 05Leadership – Rolta is not like everyone else 06Innovative Technology – Rolta is innovativewith technology 08Roltaites – People with innovation in their blood 10Excellence & Trust - Customer Success is Rolta success 12Strong Partnerships – Rolta collaborates acrossthe world for best solutions 14Global Expertise and Relevance – The key toRolta’s success 16Enterprise Geospatial and Defense SolutionsBusiness Group 18Defense & Homeland Security 30Enterprise Design and Operation SolutionsBusiness Group 40Enterprise IT Solutions Business Group 50Shareholder Information 60EVA, Brands & HR Valuations 64Ratios and Ratio Analysis 68Directors' Report 70Corporate Social Responsibility 80Auditors' Report on Consolidated Financial Statements 81Consolidated Financial Statements (Indian GAAP) 82Consolidated Balance Sheet & Profit and LossAccount (US$) 98Section 212 100Consolidated Financials (International FinancialReporting Standards) 101Auditors' Report on Abridged Financial Statements 125Abridged Financial Statement (Indian GAAP) 127Corporate Governance 139Risk Management 146Management Discussion & Analysis 148Directors' Profile 154Board of Directors 156Global Management Team 157Corporate Information 160

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�� a successful track-record in the vast home market. Today,over 50% of our revenues are derived from the domesticmarket. This enables Rolta to mitigate currency risks andparticipate in India's growth story.

The Indian Defense & Security sectors have emergedamongst the top spenders worldwide, with capitalexpenditure estimated to be US$ 50 Billion by 2015.In these domains, today, while Rolta continues to enjoya leadership position in its customary military geospatialmarket, it is now actively addressing large projects likethe Battlefield Management System, TacticalCommunication System and the Digital Soldier programof the Indian Army. Rolta is today very well placed in theIndian Defense, Homeland & Maritime Security marketsthat are robust, thriving and growing.

Since its inception, we have believed in being a pioneerin the markets we serve. By prudently leveraging ourunique domain knowledge, we have sustained our path-breaking position in an uncompromising businessenvironment. Our ability to combine our domainknowledge, IPRs and deep understanding of customerneeds into innovative solutions, enables us to meet themost complex and demanding requirements of our globalmarkets. Today, we have a large base of satisfiedcustomers, having executed multi-million dollar projectsin over 40 countries.

We have always looked beyond immediate opportunitiesto create businesses with long-term prospects andrelevance. Rolta has built a solid business that reflects itsestablished track record, empowered people, domainknowledge, world-class infrastructure, enduringpartnerships, exceptional IPRs and healthy financials.

From the beginning, we have understood, accepted andimplemented that ‘change is the only constant’. Throughthe intelligent extension of expertise and knowledgeacquired in one business, we have successfully launchednew businesses. We have remained relevant byanticipating market needs, embracing change andensuring that our businesses are not ‘me-too’ in character.

Thirst for change is not just a distinctive feature, but alsoa prevailing attitude at Rolta. We plan to continue withour growth momentum by leveraging our strengths andtransforming our business to meet and exceed theexpectations of our stakeholders.

This is the dawn of a new economic era, one that is filledwith change and anxiety and also excitement andopportunity. In these times, only those companies thatcan successfully transform – by constantly innovating,providing exceptional insights and delivering lastingimpact – will thrive and grow.

At Rolta, we have constantly reinvented ourselves andyet remained focused on our core competencies. Wehave consciously built upon our existing strengths andevolved each business – so that we continue to move upthe value chain and provide a better value proposition toour customers, globally.

Today, we have transformed our business – from beingservices-centric to one that is increasingly Rolta IP-centric, by launching innovative solutions thatingeniously blend the capabilities of our acquired andpartner technologies, with our bank of exceptional IPRs –enabling us to address much larger markets worldwide.

Our approach to acquisitions, has been of acquiringcompanies, business divisions or technologies – that areat the cutting-edge, synergistic with the Rolta lines ofbusinesses, have an established track record, give usaccess to new markets, are culturally compatible, enableus to move up the value chain and are accretive toshareholder value. As a result, we today serve marketsthat are much larger than ever before.

For example, in the Engineering domain, we have beentraditionally addressing the design and developmentneeds arising from CAPEX requirements of Oil, Gas,Petrochemical and Power plants. Today, with our robustBI solutions like Rolta OneView , we also address thelarge on-going OPEX requirements of these plants andfocus on their operations and maintenance needs, thusgreatly expanding our market. This solution is field-proven and has been deployed successfully in multiplerefineries of one of the world’s largest Oil companies.

Similarly, in the Enterprise Application Integration andGeospatial domains, we have combined the strengths ofthe Rolta Geospatial Fusion and Rolta iPerspectiveplatforms to create an unparalleled solution whichintegrates spatial and non-spatial data and applications inreal time, to provide enterprise wide synchronizedinformation across varied computing platforms, forimmediate decision making. This has opened significantnew markets for us in the developed world, especially theUS & Western Europe, where such advancedrequirements have become critical.

Our widespread operations have firm roots in India andwe draw tremendous strength from a large presence and

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K. K. SinghChairman & Managing Director

October 25, 2010

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ROLTA's sustained growth comes from the fact that its businesses are not me-too in character.Using specialized domain knowledge, Rolta has always looked beyond immediate opportunitiesand built businesses with a long term potential.

Rolta is a market leader in its chosen segments in India anda major player worldwide because of its unique ability tocreate a deep impact by providing innovative solutions,which extract meaningful insights from availableinformation.

The Company continues to maintain its leadership in theIndian Defense and Security markets with its ‘Operations,’‘Intelligence’ and ‘Logistics’ solutions being adopted as thestandard by Indian Armed Forces. These solutions arefundamentally based on Rolta IPR and have been deployedacross the country and in use by thousands of users in activeoperations.

Rolta provides comprehensive, path-breaking Earth Sciencesolutions with some of the most advanced Geo-Imaging &Photogrammetry capabilities like automatic changedetection, etc. The Company has also introduced manyfield-proven, high-technology solutions with its JV withThales, Rolta Thales Ltd. (RTL) and significantly enlargedits capability to provide state-of-the-art C4ISTAR solutions.

Rolta now has the capability of providing and integratinglarge, complex systems for Military Communications andhigh-end Optronics equipment. With its Industrial Licensesfor manufacturing Defense equipment, Rolta is uniquelypositioned to address critical multi-billion dollarmodernization programs of the Indian Armed Forces, likeBattlefield Management Systems, Tactical CommunicationsSystems and Digital Soldier Systems.

Rolta continues to lead the Indian market in the Geospatialdomain, with a share of over 70%, across segments likeLand Records, Infrastructure, Telecom, Electric, WaterResources, Airports, Mapping, Urban Development, Space,Town Planning and Environmental Protection. Rolta is alsoone of the major providers of Geospatial services, globally.

The Company’s unique brand of Rolta Geospatial Fusionsolutions continues to be the front-runner incomprehensive, spatial viewing and integration of businessintelligence. This distinctive solution enables instantaneousfusion of various disparate Geospatial, non-spatial databasesand software applications, for generating real time reports,resulting in implementation of an exceptional decisionsupport system for large organizations. Rolta’s customershave even won awards for their applications based on RoltaGeospatial Fusion .

In the Engineering Design and Operations (EDOS) domain,Rolta enjoys a market share of over 85% in India forEngineering Design Automation and is one of the majorservices providers worldwide. With its unique combinationof Engineering and IT expertise the Company provides

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comprehensive solutions to EPCs and plant Owner-Operators,from ‘concept to completion’ and then for ongoing operations.Shaw Rolta Ltd., the Company's JV with The Shaw GroupInc., continues to make steady progress by executing intricateprojects for customers worldwide.

Rolta OneView enables Owner-Operators to view plantoperations as a single, fully integrated ecosystem, andprovides high reliability metrics through accurate and timelyreporting on more than 100,000 pieces of equipment andhundreds of operations throughout large plants in the Oil &Gas sectors. This exceptional solution is field proven anddeployed successfully in multiple refining facilities of one ofthe world's largest oil companies.

Rolta has strengthened its Enterprise Information TechnologySolutions (EITS) portfolio and capabilities which focuses onhigh-end requirements like large-scale ERP applications,sophisticated Database requirements, Business Intelligence (BI)and Agile SOA implementation. The Rolta iPerspectiveSuite is a rapid application development workbench, whichuses a powerful template based integration componentgeneration engine for creating, building and deployingintegration components automatically, drastically reducing theeffort required for enterprise application integration.

Over the past few years, Rolta’s leadership has beenrecognized by the numerous trade and industry awardsthat it has received. It has been included in the S&P GlobalChallengers List 2008, by Standard & Poor’s – a global list of300 mid-size companies that have shown the highest intrinsicand extrinsic growth characteristics. Forbes Global has rankedRolta amongst the “Best 200 under a Billion” for four times insix years. Other trade and industry recognitions include,Business World’s ‘25 Fastest Growing Companies’, BusinessToday’s ‘Most Valuable Companies’, Business India’s ‘100 BestCompanies’, CFO Asia’s ‘Best Annual Reports’, ‘GeospatialCompany of the Year’ Award by Geospatial Today,‘Technology Leadership’ Award by Chemtech Foundation,‘Geospatial Leadership in India’ at Map World Forum,‘Amity Corporate Excellence’ by Amity International BusinessSchool, ranked-11th amongst ‘India’s most investor friendlycompanies’ by Business Today, Top-10 Wealth Creators in theMid-cap segment in India by the Hindustan Times, the fastestgrowing Mid-cap companies by Dalal Street Journal and manymore.

Rolta continues to innovate, offer insights and providemeasurable impact, ensuring that its stakeholders continue tobenefit from its leadership position.

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Thousands of unique, registered IPRs developed over the years have enabled ROLTA toprovide its services more cost effectively and provide a competitive advantage while offeringcutting edge solutions to customers world-wide.

Rolta’s innovative solutions solve real-world problems andmake an insightful impact in its customers' environments.Information helps inform and insights transform business.At Rolta, information alone doesn’t mean much. TheCompany unlocks previously inaccessible data andinnovatively combines streams of information in astructured and visual way to constitute key businessinsights that transform decision making. The rich domainexpertise and technology available within the Companyhas enabled it to devise solutions that address very criticalaspects of its customers’ business.

In response to the market’s ever changing needs and to fuelthe Company’s growth momentum, Rolta has consciouslyacquired companies with world-class IPRs, in addition topure technologies, which have enabled Rolta to move upthe value-chain by providing a better value proposition toits customers.

Rolta has transformed itself from being largely acomprehensive services player to an integrated solutionsprovider, based on its IPR. This has opened up newmarkets for the Company. Leveraging its own IPR, theCompany has successfully launched various innovativesolutions for its markets.

For example, Rolta Geospatial Fusion is a unique andpowerful solution for integrating and presenting enterprisewide data, systems and information, instantaneously.Another example is the Company's cutting-edge Geo-imaging solutions based on an exceptional combination ofRolta's existing repository of Intellectual Property (IP) andkey technologies acquired at the source code level fromvarious companies worldwide. Similarly, in the Homelandand Maritime Security segment, Rolta is leveraging its ownComputer Aided Dispatch System with its IntegratedMaritime Security Systems to provide comprehensive andintegrated security across land and sea. To address BusinessIntelligence requirements, Rolta has acquired, built andlaunched Rolta OneView , a world-leading solution foroperations and maintenance in the Oil sector, which isnow being extended to other sectors like Gas, Power,Chemicals, Petrochemicals, Utilities, etc. Likewise,Rolta iPerspective is a world-class rapid applicationdevelopment workbench focused on EnterpriseApplication Integration (EAI).

At Rolta, knowledge management is driven by a significantrole for investments in Research & Development (R&D)enabling it to develop IPRs that uniquely address thechallenges of an ever-changing business scenario. Toconstantly move up the value-chain and provide a better

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value proposition to its customers in response to themarket’s ever changing needs, Rolta continues toconsciously focus on acquiring companies with world-classIPRs, pure technologies and transfer of technology from itsdiverse partners.

Since its inception, Rolta has believed in being a pioneer inthe markets it serves and by prudently leveraging its uniquedomain knowledge, it has sustained its path-breakingposition in an uncompromising business environment. TheCompany understands that innovative technology in itselfis not the end-game. It’s what technology does, thatmatters. Rolta ensures that its solutions deliver meaningfulimpact to its customers’ businesses.

There is a strong emphasis in the absorption of thetechnologies developed and acquired, a discriminativeevaluation of emerging technologies, the conscientiousidentification of gaps between market requirements andavailable technologies, resulting in the development ofinnovative interlinked processes and augmentation ofRolta's knowledge pool.

Rolta has institutionalized transformation of knowledgeinto assets, which are, shared, exchanged and invested forcontinuous returns. It has evolved a highly successful andtime-tested strategy for gathering and disseminatingknowledge across its employees. competentknowledge management processes ensure that its businesseswill continue to grow and strengthen the Company'sposition in a competitive market place.

Rolta’s in-house state-of-the-art ‘Centres of Excellence’with cutting-edge technology provide the necessarycombination of infrastructure, domain expertise andspecialized skills to develop unique market orientedsolutions.

Rolta has benchmarked its quality processes with theworld's best quality standards. is accreditedwith the prestigious BSI ISO/IEC 27001:2005 certification,the ultimate benchmark for information security; the BSIISO/IEC 20000-1:2005 IT Service Management Standard;the Company’s software development business group hasbeen assessed at the highest level of SEI-CMM Level 5 andISO 9001:2008, the ultimate standard for establishingQuality Management Systems for all business areas.

Rolta continues to innovate, offer insights and providemeasurable impact, so that its stakeholders continue tobenefit from its knowledge and technology.

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��Transforming knowledge, leveraging information and building innovative solutions, is achallenge every Roltaite cherishes. Thinking ahead innovatively and creating new solutionsfrom existing information is ingrained in the people at ROLTA.

Rolta has continuously evolved its workplace to ensurethat it remains the employer of choice, and attracts thebest available talent with an objective of furtherenhancing its capability to innovate and deliver insightfulsolutions.

Transforming knowledge, leveraging information andbuilding innovative solutions, is a challenge everyRoltaite cherishes. Thinking ahead innovatively andcreating new solutions from existing information isingrained in the people at Rolta.

Rolta has evolved along with its people, its core strengthand the cornerstone of its success. People are at the heartof Rolta. Commitment, motivation, enthusiasm andwillingness to go the extra mile, represent thecharacteristics of a typical Roltaite.

Rolta has protected its rich intellectual capital with a verylow attrition, incentivized through a compensationstructure that is at par with industry standards andbenchmarked to the needs of a dynamic marketplace.The Company encourages and nurtures a homogeneousculture based on the principles of learning, sharing andcaring, which is continuously promoted within thecompany, with a series of regular formal and informalmeetings and reviews.

Rolta has been ranked at the 2 position as a ‘PreferredEmployer’ and at the 4 position in overall ranking in theDataquest-IDC IT Best Employer’s Survey 2010.

was consistently ranked within the top 4 inmost of the other critical parameters, like, ‘ManagingSlowdown’ (1 ), ‘Transparency of Appraisals’ (2 ),‘Gender Inclusivity’ (2 ), ‘Ideal Company to Work For’(3 ), ‘Employee Satisfaction’ (3 ), ‘Training’ (3 ), ‘DreamCompany to work for’ (4 ), ‘Company Image’ (4 ) and‘Organization Culture’ (4 ).

Rolta continues its endeavor to motivate every Roltaite tocontribute even more through a work-environment thatfosters creativity and innovation.

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Rolta has instituted dynamic performance incentives forhigher productivity, and has in place an attractiveEmployees Stock Option Plan scheme.

Rolta is managed by a committed team of professionalsconsisting of domain specialists, engineers, finance,marketing and management professionals, most ofwhom have been with and have grown with theCompany for over a decade. More than 75% of the4,000+ professionals in the are armed withrelevant engineering, postgraduate or PhD degrees,necessary to deliver competent customer solutions.Over 25% of these professionals have more than 15years of relevant experience.

Rolta invests in providing domain specificand technology training to its engineers, based on IPRsthat have been developed internally, acquired fromaround the world and from its partners, therebycontinuously honing the skills of its teams, leading toa constant build-up of expertise. trains itsengineers on a range of technologies and domain skillsto fulfill its customers' demanding requirements.

Overall, Rolta has an environment of motivatedprofessionalism, resulting in enhanced employeesatisfaction and retention.

Rolta has significantly strengthened its managerialteams worldwide by inducting very high caliberprofessionals in leadership positions in various regionsand domain verticals. possesses morethan 18,000 person-years of management experienceand more than 48,000 person-years of overallexperience. According to the latest report, theCompany’s Human Resources are valued at Rs. 153.21billion (details available elsewhere in this report).

Roltaites continue to innovate, offer insights andprovide measurable impact so that Rolta’s stakeholderscontinue to benefit from their skills and expertise.

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ROLTA's ability to combine and transform its domain knowledge, IPRs and deep understandingof customer needs into innovative solutions, enables it to meet the most demanding mission-criticalrequirements of the markets it serves, worldwide.

Since its inception, Rolta has earned an enviablereputation for providing to awide cross-section of enterprises across the globe, fromFiji in the east to the US in the west. The Company'sremarkable successes in such projects, has resulted in aslew of new project wins across the global market and anenvious dominating presence in the Indian market.

Rolta’s widespread operations have firm roots in India,drawing its strengths from a dominating presence in thevast home market and deriving over 50% of its revenuesfrom the domestic market. This enables the Company toparticipate in India's growth story and mitigates thecurrency risks. More importantly, offersmission-critical solutions in the Infrastructure, Power, Oil& Gas, Utilities & Transportation and Defense &Homeland Security sectors, which are not only insulatedfrom slowdown, but are also poised for high capacitygrowth in the coming years.

Rolta’s ability to combine and transform its domainknowledge, IPRs and deep understanding of customerneeds into innovative solutions, enables it to meet themost demanding mission-critical requirements of themarkets it serves, worldwide. Today, has ahuge base of satisfied customers, having executed multi-million dollar projects in over 40 countries.

Rolta provides catalysts for raising productivity within itscustomer’s environments, thereby transforming theirbusiness. The Company’s deep insight into its customer’sneeds have enabled it to recommend solutions andservices that represent attractive long-term value, asopposed to temporary, quick fix alternatives. As a result,Rolta provides tremendous value and enjoys long-termrelationships with its customers. Many have been withthe Company for over two decades.

Over the years, Rolta has earned an enviable reputationfor its path-breaking solutions provided to a host ofglobal customers - a virtual “Who’s Who” of leaders intheir respective fields: 3M, AAI, ABB-Lyondell, AbuDhabi International Airport, ADNOC, Air Liquide, AkerYards, Al Ain Dept of Municipal Affairs (Abu Dhabi),Alsthom Power, American Express, ARAMCO, ATOSOrigin, BASF, Bayer, Bechtel, BEST, Bell Aliant, BHEL,Bombardier, BORD GAIS, British Telecom, BSNL,CEGELEC, CWC, CESC, Chevron, Citizen Bank, CSEB,Deloitte and Touche, Department of Defence, DevonEnergy, DRDO, Doosan, Dow Chemicals, Dow Corning,Emerson Process, Dubai Road & Transport Authority,

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Enerco Gas, EIL, E-ON, Equate Petrochemicals, Essar,Estee Lauder, EBM, Endurance, Entegee, Euro Bank, EximBank, Exxon Mobil, Federal Reserve Bank, Forest Surveyof India, FEDO, Fiji Telecom, Florida Power & Light,Flour Daniel, Fujitsu, Greenville Utilities Commission,Greater Bay Bancorp, GE GASCO, Georgia Power, GTOman, GPCB, HDFC Bank, Hitachi Data Systems,Hoechst Celanese, HPCL, HSBC, IDBI Bank, Indian AirForce, Indian Army, Indian Navy, IOCL, JacksonvilleElectric Authority, Jacobs H&G, Jeddah Municipality,John Deere, Johns Hopkins, Jubail, Kashima Oil,Kitchener, KBR, KNPC, Kvaerner, Louisville Gas &Electric, Logitech, L&T Group, Lanzou Petrochina, Linde,Litwin, Lurgi, Maharashtra Police, Mesirow Financial,Ministry of Defence India, Ministry of Interiors Saudi,Mitsui, Monsanto, Montana Dakota Utilities, MTNL,Mumbai Police, Mustang, National Hydrographic Office,Natural Gas Corporation of New Zealand, NanaClot,National Gird, NRSA, Northop Grumman, NovaChemicals, NPCIL, NTPC, Oman Wastewater,Oranjewoud, ONGC, Orlando Health, Piedmont NaturalGas, Public Garden Department (Abu Dhabi), PurdueUniversity, PDIL, Petrobras, Petrofac, Pfizer, QAPCO,Qatar Water, Q-Chem, Reserve Bank of India, Rexroth,Rochester Gas & Electric, Rockwell Automation, RJReynolds, Rajasthan Police, Reliance Industries, RelianceInfrastructure, Reliance Power, Rolls Royce, Sharq KSA,SABIC, Saipem, Samsung, Saudi Electricity Company,Saudi Telecom, Shell, Siemens PG, SITA, SNC Lavalin,Southern Bell Corporation, Sprint EMBARQ, Statoil,Sumitomo Chemicals, SUNCOR, Survey of India, TataChemicals, TD Bank, Time Warner, Triune, TurnerBroadcasting, TCE, Technip, Tecnimont ICB, Telus,Thermax, Toronto Hydro, Torrent Power, Toshiba, Toyo,UDOT, UK Ordnance Survey, United Airlines, UnitedOlefins, US WEST, Valdel, Vito Engineering, Verizon,Vodafone, VolkerWessels, Walmart, Webasto, WGI, YorkInternational, Yansab, and many more companiesworldwide.

Rolta continues to innovate, offer insights and providemeasurable impact so that its stakeholders continue tobenefit from its strong customer base.

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ROLTA's strategic approach of establishing strong partnership with industry leaders andacquisitions of cutting edge technology companies, has helped transform the Company, enablingit to deliver stronger customer value and strengthening its presence in a competitive marketplace.

Rolta has established strong partnerships with industryleaders over the years. To achieve its goals, the Companydoes not believe in ‘reinventing the wheel,’ but insteadfocuses on a partnership-driven approach, which includesorganic growth as well as inorganic growth through jointventures and acquisitions.

Rolta’s acquisition strategy is clear and focused.will acquire companies, business divisions or

technologies – that are at the cutting-edge, synergisticwith its lines of businesses, have an established trackrecord, give it access to new markets, are culturallycompatible, enable it to move up the value chain and areaccretive to it’s shareholder value.

In line with this philosophy, Rolta has acquired manycompanies having best-of-breed technologies e.g. Orionin Canada, TUSC, Piocon and OneGIS in the US. WhileOrion brought in enterprise wide GIS integrationtechnology, TUSC has been an industry-leader, highlyexperienced in providing assessment and implementationfor mission-critical IT and business systems, especially onthe Oracle platform. Piocon brought in high-level BIsolutions for engineering and OneGIS has broughtexceptional consulting, development and systemsintegration capabilities, along with a unique mobileapplication for Utilities & Telecom.

In order to further complement and strengthen itsofferings, Rolta has also acquired key technologies ofreputed companies such as The Mariner Group, USA andPCI Geomatics, Canada. PCI is a world leader in the Geo-imaging segment with an installed base of 21,000 licensesin more than 135 countries. Mariner provides marketleading actionable situational awareness and responsesoftware solutions for maritime security, criticalinfrastructure protection and emergency operations. Theseacquisitions have not only brought in critical technology,in the form of source code, design and softwarearchitecture – but also added rich domain knowledge,consultants, project expertise, credentials, references andcustomers.

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The Company alsoacquired key business divisions like WhittmanHartConsulting (Infinis) which brought in considerablestrengths, and an established track record, in Oracle’sHyperion products for BI.

Rolta has since, integrated these with its own existing IPRsand taken it to the next level with in-house R&D, in order tomeet the customer’s demanding needs. Such acquisitions ortechnology partnerships are also fueling the Company’sinorganic growth. The Company thus leverages itsacquisitions and is able to jump-start development ofadditional state-of-the-art solutions, which augment andincrease its own stack of technology offerings.

Worldwide, Rolta, with its innovative and highperformance BI solutions, is a Platinum Partner for Oracle.This relationship is exceptionally strong in the US andIndia, where the Company is Oracle’s premier “go-topartner” in Utility and Oil & Gas sectors. Recently, Roltawas awarded its 7 Oracle Titan Award in 8 years, inrecognition of its excellence in solving real-world customerchallenges, development and deployment of Oracle

. There are few companies worldwide who canboast of such deep domain expertise andcredentials of Oracle .

Similarly, Rolta is a strong partner of world-leadingtechnology companies like Microsoft, CA, ESRI andIntergraph.

Additionally, where necessary, Rolta forms Joint Ventureswith companies who can provide it with the righttechnologies to meet customer requirements and further itsgrowth. For example, in the Defence domain, Rolta has a JVwith Thales, France, who have an established track record offield-proven C4ISTAR information systems, while in theEngineering segment, the Company has a JV with The ShawGroup, USA, one of the world’s leading Engineering,Procurement and Construction (EPC) companies, thatprovides EPC and management services for large projects inthe oil, gas, refinery, petrochemical, conventional andnuclear power sectors.

Rolta ensures that it provides its customers with a holisticsolution. It meets and exceeds its customers’ requirementswith innovative technology, acquired one way or another –either through partnerships, through acquisitions or throughits JVs.

Rolta continues to innovate, offer insights and providemeasurable impact, so that its stakeholders continue tobenefit from its partnerships and acquisitions.

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ROLTA has an established track record, empowered people, domain knowledge, world-classinfrastructure, enduring partnerships, exceptional IPRs and healthy financials, capabilitiesthat have expanded significantly over the years serving markets that are much larger thanever before.

Rolta has always looked beyond immediate opportunities tocreate businesses with long-term prospects and relevance.The Company has built a solid business that reflects itsestablished track record, empowered people, domainknowledge, world-class infrastructure, enduring partnerships,exceptional IPRs and healthy financials.

While Rolta is strongly positioned in its traditional areas ofbusiness in Geospatial and Defence, its capabilities haveexpanded significantly and as a result the Company todayserves markets that are much larger than ever before. Rolta’ssuccess today is a result of a combination of various factors,like, domain expertise, worldwide presence, acquiredtechnologies, in-house developments, joint ventures,global partners, Defense industrial licenses, etc.

The Indian Defense sector has emerged amongst the topspenders worldwide, with a capital expenditure estimated byDeloitte of US$ 80 Billion by 2015. In the Defense domaintoday, Rolta is working towards large projects like theBattlefield Management System, Tactical CommunicationSystem and the Digital Soldier program of the Indian Armythat are expected to be worth over US$ 10-15 Billion overthe next 10-12 years.

The Indian Ministry of Defense has established a target for70% of new acquisitions in the future to be sourced fromindigenous production. Rolta is strategically poised toaddress this as it has been granted Industrial Licenses formanufacturing Defense equipments in the Maritime,Aerospace, Electronic Warfare, Optronics andCommunications domains.

Rolta is also well-placed to seize the huge opportunitiesarising from the multi-billion dollar modernization programsof Indian Para-Military and Police Forces in the fast-growingHomeland and Maritime Security markets. The Company isaddressing the Defense & Homeland Security segmentsthrough a combination of its own IPR and technology fromvarious strategic partners.

India’s growth story continues to fuel infrastructureinvestments and these are expected to exceed US$ 1 Trillionin the mid-term. Geospatial technology and data play animportant role for development in sectors such as; airports,ports, highways, bridges, town planning, municipal,

environment, utility distribution, etc., and Rolta with itsunique IPR, is well set to capitalize on this.

In the Engineering domain, Rolta has traditionally beenaddressing the design and development needs of Oil, Gas,Petrochemical and Power plants. Today, with its robustBusiness Intelligence solutions, the Company addresses theoperations and maintenance needs of existing plants aswell, thus opening up a much larger market space for itself.Rolta OneView solution helps increase reliability (bothequipment and human), facilitates proactive decision-making, identifies and mitigates a broad range of risks(including safety, environmental, operational andmaintenance, repair and overhaul risks) and helps reducecosts. This solution is field-proven and has been deployedsuccessfully in multiple refineries of one of the world’slargest Oil companies and is now being extended to coverGas, Petrochemical, Chemicals, Power and Utilityoperations, which opens up significant opportunities across1000s of plants worldwide.

According to a NASSCOM report, outsourcing ofEngineering services is expected to cross US$ 60 Billion by2020. It further states that the local Indian IT servicesmarket is estimated at US$ 50 Billion while the off-shoringmarket is estimated at US$ 175 Billion by 2020. Rolta’sacquisitions in the IT consulting domain over the pastcouple of years, its resultant global footprint, track record,unique IPR like Rolta iPerspective , along with itsinnovative off-shoring model give the Company a uniquepositioning in this large market.

With its strengths in Geospatial and Engineering domains,coupled with its strategic positioning in the IT domain,especially with Enterprise Application Integration, ServiceOriented Architecture implementation and enterprise

strengths, Rolta has before it, atremendous amount of cross-selling opportunities acrossthese segments and markets. The Company is well placedto take advantage of these and other emergingopportunities and further strengthen its leadership positionin the markets it addresses, globally.

Rolta continues to innovate, offer insights and providemeasurable impact so that its stakeholders continue tobenefit from the opportunities ahead.

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Business Intelligence

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A significant amount of all digital data generatedtoday across the world has a geospatial reference inall spheres of economic activity. Geospatialtechnology has evolved beyond traditional usercommunities and is now becoming an integral part ofkey business systems.

Heterogeneous business processes across variousdivisions of an enterprise are becoming increasinglyinterdependent. Users from various sections aredemanding that information residing in disparatedata sources and platforms, be presented in acomprehensive & meaningful fashion, consequently,enabling more effective decision-making.

What is, therefore, needed is a fusion of Geospatialdata with relevant non-Geospatial information, andthen to present user-specific results over theenterprise-wide Intranet, or over the Internet. Thisapproach is relevant to all types of enterprises,especially in Defense, Security, Government,Infrastructure, Transportation and Utility segments.

At all levels, decision makers today, need Geospatialinformation based on updated and readily availabledata and maps to make effective decisions fordecisive action. Data, information and knowledgeare fundamental to information economy. They offeradditional value and greater applicability when theyare represented spatially. Digital maps providespeedy access, analysis and management of spatiallyreferenced information.

India’s growth story continues to fuel infrastructureinvestments and these are expected to exceed US$ 1Trillion in the mid-term. Geospatial technology and

data plays an important role for development, in

sectors such as airports, ports, highways, bridges,

town planning, municipal, environmental, utility

distribution, etc., and the Company with its unique

IPR, is well set to capitalize on this.

Governmental agencies use enterprise data in a

spatial context to make intelligent operational

decisions. This leads to governments that run more

efficiently, with an enhanced ability to effectively

manage assets, reduce risks, comply with regulations

and oversee their fiscal responsibilities.

Utility and Communication services are improved

through spatial intelligence and the accuracy of

network infrastructure documentation. Economic

Development Agencies are able to attract new

businesses and establish a competitive position based

upon the power of spatially integrated information.

Transportation and other infrastructure-focused

agencies are empowered through spatial intelligence

to improve the management of capital projects and

assets.

In order to address these and other emerging

opportunities, Rolta’s Enterprise Geospatial and

Defense Solutions (EGDS) has a formidable

portfolio of solutions based on its own technology

stack.

Since its inception, Rolta has believed in being a

pioneer in the markets it serves and by prudently

leveraging its unique domain knowledge, it has

sustained its path-breaking position in these

Geospatial domains.

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Today, Rolta’s solutions are being increasinglyexploited for myriad uses, from modeling urbanenvironment, transportation corridors, land recordmanagement, land-use analysis and tax management,to mapping flood plains, assessing geologicalhazards, crop monitoring, watershed management,etc.

Rolta Geospatial Fusion , based on the Company'sown IPR, is an innovative, world-class solution andframework, which fuses the information, applicationsand processes of an enterprise into a seamless,cohesive solution. Geospatial Fusion extends thevalue of legacy systems, GIS and existinginvestments in data and enterprise businessapplications by enabling cross-functional integrationand creating spatial business and operationalintelligence. By bringing together information thatwas previously hidden, and by making it available ina context appropriate for any level of decision-making, performance can be measurably improved.

This high-impact solution complements traditionaldata warehouse systems by eliminating dataredundancy and providing on-demand informationfrom enterprise systems. The configuration

capability of Rolta Geospatial Fusion supports arapid prototyping approach that provides immediateresults through incremental development.

The Geospatial Fusion framework configures quicklyand combines the capabilities of commonly availablecommercial GIS and business systems with Rolta'sunique integration technologies, ensuring rapiddeployment.

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For the Ontario Ministry of Economic Development

(MEDT), Rolta built upon its existing web-based

GIS technology platform, Rolta OnPoint , to

deliver a solution that allowed MEDT to uniquely

present its many investment qualities to the world

through a geographic interface designed to adapt to

the searcher’s sequence for narrowing the field,

rather than forcing them down a predefined order.

MEDT has since received recognition for its solution

via numerous awards.

The release of Rolta OnPoint ver. 6.3.1, has

enhanced the power of Rolta Geospatial Fusion

solutions by introducing powerful new features such

as CartoPrint, Attribute Table Viewer and Charting

functionalities. Rolta OnPoint has advanced

spatial integration capabilities, which play an

integral part within Rolta's Geospatial Fusion

solution.

Rolta's strategic acquisition of OneGIS, USA, has

strengthened its consulting, development and

systems integration abilities for implementing

geospatial and IT solutions, for infrastructure

management markets including electric, gas and

water utilities, telecommunications companies and

local and regional governments.

Rolta OnPoint Mobile solution is a work-focused,

asset-centric mobile GIS application, which allows

field personnel to apply specific work-related actions

to help automate their daily work assignments

through its unique, user configurable Action

Framework.

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Rolta launched its state-of-the-art solutions for Geo-Imaging and Earth Science applications. With theacquisition of perpetual rights to the completeportfolio of Geo-Imaging technologies from PCI,Canada, including source code, design and softwarearchitecture, Rolta now offers world-class solutionsfor processing stereo and mono satellite imagery inareas such as environmental modeling, forestry andnatural resources, emergency planning andmanagement, agriculture, security and defense.

Rolta has transformed itself from being largely acomprehensive services player to an integratedsolutions provider, based on its IPR. Further, byleveraging this IPR, the Company has successfullylaunched various innovative solutions and opened upnew markets that the Company now addresses.

Rolta Geomatica suite of solutions provide some ofthe most advanced Geo-Imaging andPhotogrammetry capabilities, and are being activelyused for mission-critical applications, by hundreds ofusers, across the country.

Rolta has deployed world-class Geo-imagingtechnology, to augment the capacity of its deliverycenters for Photogrammetric processing. This uniquesuite is an entirely digital, highly automatedproduction work-flow designed to process highvolumes of geographic data while maintaining asuperior product quality.

By combining this sophisticated technology withRolta's experienced and highly skilled GIS experts,customers can expect to obtain high quality mapproducts with improved turn-around time.

Rolta Earth Science suite of solutions provide someof the most advanced Geo-imaging andPhotogrammetry capabilities, including knowledge-based and neural-network classification, automaticchange detection, next-generation stereo imageryingestion, triangulation, DEM, orthophotogeneration and map finishing, from multi-sensorsatellite and aerial imagery.

Rolta provides specialized services and solutions fordata capture and integrity checks, especially forRemote Sensing based thematic mapping usingmultispectral and hyperspectral satellite data,Photogrammetric mapping using aerial and multi-spectral satellite images, and LiDAR processing.Other solutions and services include 3D Terrainmodeling, orthophoto creation, digital cartography,base map creation and updation, 3D GIS creation,analysis and visualization, etc.

Today, Rolta is well placed to address the vastopportunities presented by the growing markets.Additionally, the Indian Government is taking boldsteps to build technical resources to meet thisrequirement. Rolta has recently signed a formalMOU with Central Board of Secondary Education(CBSE) as the Resource Partner, for providing aGeospatial Technology Vocational Training Courseto XI & XII standard students.

Indian students will acquire better understanding ofthe practical aspect of Geospatial Technologies,while learning about real-life applications forovercoming real-world challenges. As part of thecurriculum, Rolta will provide Rolta Geomatica - oneof the world’s best Geospatial Technology products

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that is in use by thousands of professionals in over135 countries around the world. Rolta hascommitted 11,000 software licenses for 11,000CBSE schools who may want to introduce thiscourse.

Rolta's GIS development centers in Toronto andMumbai work closely together to continuallyinnovate and enhance the Company's suite of EGDSsolutions. The Company has executed several largevalue GIS projects in over 20 countries across theworld, from the Fiji Islands in the east to Hawaii inthe west.

Rolta’s acquisitions have not only brought in criticaltechnology, in the form of source code, design andsoftware architecture - but also added rich domainknowledge, consultants, project expertise,credentials, references and customers.

As a result, today Rolta has acquired a wealth ofdomain knowledge and experience in EGDS and isable to successfully execute even the mostchallenging of projects.

Rolta's delivery center in Mumbai is one of thelargest GIS facilities of its kind, with a highly skilledand dedicated team of over 2,000 technicalprofessionals, equipped with state-of-the-art GISworkstations, software and Photogrammetrymapping suites.

Today, with over several thousand man-years ofGeospatial technology experience, Rolta is stronglypositioned to provide high-value specialized EGDSsolutions, enabling it to make an unbeatable value

proposition with the maximum possible impact on itscustomers around the world.

Rolta's customer base for the EGDS business groupis spread over 20 countries worldwide.

Rolta's customer list includes Airports Authority ofIndia, Al Ain Municipality, Bahrain Telecom, BDA,Bell Canada, BEST, BKDA, BMRDA, Bord Gais,British Telecom, BSNL, Canadian HydrographicOffice, Central Water Commission, CESC,Chandigarh Police , City of Mainz, City of San Jose,City of Toronto, Civil Aviation (Abu Dhabi), CSEB,Dallas Aerial Survey, Danish Hydrographic Office,Dubai Municipality, Enerco Gas, E-ON, FijiTelecom, Forest Survey of India, Geological Surveyof India, Georgia Power, Government of Mizoram,Greenville Utilities Commission, GT Oman, GujaratPollution Control Board, Hong Kong Telecom,Indian Institute of Remote Sensing, Jammu &Kashmir Police, Jeddah Municipality, KNDA,Louisville Gas & Electric, Military Survey AbuDhabi, Montana Dakota Utilities, MTNL, MumbaiPolice, Nasik Municipality, National HydrographicOffice, National Remote Sensing Agency, NaturalGas Corporation of New Zealand, ONGC,Oranjewoud, Piedmont Natural Gas, Public GardenDepartment (Abu Dhabi), Qatar Water, RajasthanPolice, Rochester Gas & Electric Service, SaudiTelecom, Southern Bell Corporation, Survey ofIndia, Telus, Toronto Hydro, Torrent Power, UKOrdnance Survey, United Pan-EuropeanCommunication, US WEST, Verizon, Water & LandManagement Institute, amongst others.

Customers

2322

Rolta Geospatial FusionSolutions

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Rolta Geospatial Fusion for Power UtilitiesRolta Geospatial Fusion for TelecomRolta Geospatial Fusion for Asset ManagementRolta Geospatial Fusion for Outage ManagementRolta Geospatial Fusion for Land RecordsRolta Geospatial Fusion for HydrologyRolta Geospatial Fusion for TransportationRolta Geospatial Fusion for Homeland & Maritime SecurityRolta Geospatial Fusion for MunicipalityRolta Geospatial Fusion for Economic DevelopmentRolta Geospatial Fusion for Election ManagementRolta Geospatial Fusion for Town & Country Planning

Rolta ImagingSuite

Rolta Geomatica CoreRolta Geomatica PrimeRolta GeoConferenceRolta AirPhoto OrthoRolta AutoDEMRolta OrthoProduction ToolkitRolta Radar OrthoRolta Satellite OrthoRolta Atmospheric CorrectionRolta Desktop ProductionRolta Radar Analysis

Rolta Hyperspectral AnalysisRolta Spatial AnalysisRolta Pan SharpeningRolta SAR Polarimetry WorkstationRolta FeatureObjeXRolta GIMSRolta Georaster ETLRolta GXLRolta Satellite GXLRolta Air-photo GXLRolta OrthoGXL

Rolta Photogrammetric Nucleus

Rolta Digital Mensuration

Rolta Triangulation

Rolta IRS Sensor

Rolta GeoEye Sensor

Rolta Digital Globe Sensor

Rolta DTM Collection

Rolta Automatic Elevation Collection

Rolta Base Rectify

Rolta Ortho Mosiac

Rolta 2D Feature Collection

Rolta 3D Feature Collection

Rolta Terrain Analyst

Rolta Aerial Reconnaissance PhotoInterpretation & Analysis (AIRS)

Rolta PhotogrammetrySuite

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Militaries across the globe have realized that it isnot numbers and massing of forces, which willensure victory, but the side, which can betterharness technology enabling force multipliers, thatemerges victorious. The era of Network CentricWarfare is here with its precision sensors, battlefieldmanagement systems and effectors.

India is also looking to rapidly modernize its ArmedForces to derive maximum benefits from state-of-the-art, cutting-edge Military technology and hasincreased its budget, for the Defense and HomelandSecurity segment, significantly.

With the advent of Digital Mapping/GeospatialInformation System (GIS), the techniques employedin mapping have undergone a sea change. Whileearlier, maps were entirely based on traditional landsurveying techniques; today the technologies ofAerial Imaging and Satellite Remote Sensing haverevolutionized the techniques of mapping therebygenerating a greater demand for Rolta's solutions.

Military Commanders, now in the "digital"battlefield environment, are utilizing Geospatialinformation based on "intelligent" digital maps andGeospatial data, enabling them to make effectivecommand and control decisions in the field. Thus,existing Geospatial data & technology in theDefense Forces, provides the very foundation onwhich the C4ISTAR solutions are being built.

Low intensity conflicts between terrorist/anti-national elements are growing all over the world andIndia is one of the worst affected countries. Theincreasing instances of terror attacks in themetropolitan cities that have been experienced in

the past, require measures of a more profoundnature. They require solutions, comprehensive innature, that would be able to detect intrusionsthrough electronic sensors, receive and analyze allinputs received through diverse means in real time,extract the relevant information and produce it inthe desired formats, alert the Security Forces andpermit communications that are secure.

The Indian Defense sector has emerged amongst thetop spenders worldwide, with a capital expenditureestimated by Deloitte of US$ 80 Billion by 2015.With the increase in anti-national and terroristactivity in urban areas, the Indian Ministry of HomeAffairs has launched a Police Modernizationprogram to ensure that the State Police are equippedto handle such situations. Along with the landborders, India's vast coastline of 7,500 kms alsoneeds to be protected. The Coastal Police, CoastGuard and Navy complement each other inproviding comprehensive Maritime Security.

The policy of Indian Ministry of Defense (MoD)regarding "offsets", makes it mandatory for foreignorganizations supplying defense equipment abovecertain threshold values, to undertake obligations toobtain equipment/services from Indian companies,up to a percentage of the contract value. Thisprovision will further drive up the demand fordefense related solutions and services provided byRolta.

As a dominant market leader for Defense Geospatialsolutions in India for over two decades, Rolta todayhas a deep understanding of the operationalenvironment of the Forces and continues to designinnovative solutions to address their unique

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requirements. Rolta has worked closely with theArmy in warlike situations and has provided supportunder extremely demanding conditions. Rolta'sstrength lies in its level of commitment, as wasdemonstrated by its participation in the Army's"Operation VIJAY", "Operation PARAKRAM", andin several other major exercises.

In response to increased demand from the Forces foradvanced Military-Off-The-Shelf (MOTS) systems,Rolta has lined up an impressive array of highlyresponsive and reliable systems for Defense &Homeland Security environments. These ruggedfield-tested solutions meet and exceed the mostexacting of the norms prescribed by theForces/Security agencies.

Rolta, through a combination of its own IP, R&D andpartner-technologies, provides field-proven, hi-techsolutions for Defense, Homeland and MaritimeSecurity applications, e.g. Battlefield Management,Advanced Minefield Recording, Automated ChangeDetection, Ruggedized Mobile Surveillance, CoastalAutomatic Identification, Sensor Data Integration &Fusion, Tactical Communications, Digital Soldier,Night Vision, Safe City, etc.

Rolta also provides sensor data integration, datafusion and visualization solutions that seamlesslyintegrate with Command and Control solutions.These solutions are empowering the Armed Forcesand Security Agencies in making our nation a saferplace.

The Indian MoD has established a target for 70% ofnew acquisitions in the future to be sourced fromindigenous production. With India looking to

rapidly modernize its Defense & Security Agencies,Rolta is very well positioned to address largeopportunities resulting from the significantlyincreased budgets for Defense, Homeland &Maritime Security.

Rolta now has the capability of providing andintegrating large, complex systems for MilitaryCommunications and high-end Optronicsequipment. With its Industrial Licenses formanufacturing Defense equipment, the Company isuniquely positioned to addressing critical multi-billion dollar modernization programs of the IndianArmed Forces, like Battlefield Management Systems,Tactical Communications Systems and DigitalSoldier Systems.

Rolta is uniquely positioned to offer solutionscovering the entire range of Command, Control,Communications, Surveillance, Target Acquisitionand Reconnaissance (C4ISTAR) systems to meet themost stringent requirements of Defense Forces.C4ISTAR makes it possible to control the increasein operational tempo, share situational awareness,achieve wider terrain control and lethality,synchronize, discriminate and verify effects, whiledenying the enemy similar advantages.

Rolta's years of experience in Geospatial solutionsfor Operations and Intelligence, coupled withtechnology from strategic partners, results in acomprehensive portfolio of top of the line solutionsfor the Defense Forces and Security Agencies. Roltahas introduced many field-proven, high-technologysolutions with its JV with Thales, Rolta Thales Ltd.(RTL) and has significantly enlarged its capability toprovide state-of-the-art C4ISTAR solutions. Thales,

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France is one of the world leaders in Defense,Aerospace & Security, with 68,000 employees,Revenue > 12.9 billion (’09).

With access to world-class technology and in-housedevelopment, Rolta offers customized solutions formeeting the stringent and unique requirements ofthe Indian Defense Forces.

With a network of over 80 support sites, Rolta'sskilled engineers stay in close proximity, to providecritical support for all its Defense solutions. Thisensures an extremely productive state while pre-empting downtime. This highly reliable support hasresulted in significant repeat business and Rolta'sability to be relied upon under adverse conditions.The key to being able to provide such support lies indeveloping and maintaining a qualified team ofengineers across all Rolta offices around the country.

In the Homeland and Maritime Security segment,Rolta is leveraging its own Rolta Geospatial Fusionand Rolta Computer Aided Dispatch System withmaritime security systems to provide comprehensiveand integrated security across land and sea, thusgiving Security Forces a Coherent IntelligencePicture.

Rolta provides state-of-the-art solutions forSurveillance, Intelligence, Analysis, Operations andPublic Safety solutions including EmergencyResponse solutions for the Police Forces. ForMaritime Safety & Security, the Company offerscomplete solutions for search and rescue operations,protecting offshore critical assets, shipping lanemanagement, territorial waters surveillance,environmental monitoring, offshore platform

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protection, prevention of trafficking, fisheriescontrol and harbor protection.

Rolta has consistently moved up the value-chain.From supplying mapping solutions, to customizedGeospatial applications, to now being able toprovide complete C4ISTAR solutions addressing theentire 'sensor to shooter’ chain. This has been aresult of its strategy of ensuring that the Companycontinues to remain relevant for its customers bymeeting and exceeding their expectations.

The large installed base of solutions delivered byRolta encompasses the Military Mapping Agencies,Defense Operations and Intelligence Branches,Commands, Corps, Brigades, Combat Units,Command Information and Decision SupportOrganizations, Field Engineering, Naval HQ,Naval Commands, Naval bases/ports and some veryprestigious Defense Training Institutions.

Rolta's customers include all Corps and Divisions,Advanced Digital Mapping Centre, Army HQ, AllOperational Commands, Border Security Force,CAMS, CAIR, DRDO-ISSA, DRDO-DTRL, DRDL-PJ-10, Naval Operations, DIGIT, Director Generalof Information Systems, 501 Field Survey, InfantrySchool, MO-10, Military Intelligence, MilitaryIntelligence School, Military Survey, NavalIntelligence, Naval Commands, NationalHydrographic Office, PMO CIDSS, TrainingInstitutions, Western Air Command, Army WarCollege and many more. In the Homeland Securitydomain Rolta’s customers include a number of Policeorganizations, Municipalities, Civil DefenseOrganizations, Public & Private Companies andPort Authorities.

Customers

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Command & Control

• Battlefield Management Systems• Operations Room Briefing• Missile Trajectory Planning• Operation Terrain Planning• Network Integration & Exploitation• Asset Management & Visualization• Advanced Map Capture• Enterprise Military GIS• Military GIS ( Bhumika )

• Battlefield Surveillance Systems• Multi Sensor Image Interpretation• Mobile Integrated Image Exploitation• Border Surveillance System• Local Area Control System• Automated Change Detection Solution• Coastal Surveillance solutions

Intelligence, Surveillance& Reconnaissance

• Tactical Internet Equipment & Solutions• Mobile Radios• Satellite Communications Solutions• High Capacity Radio Relays• Digital Field Switch Boards and Interoperability devices• Military WiMax and WiFi Systems

Communications

Digital Soldier Systems &Vehicle Systems

• Night Vision Devices• Handheld Thermal Imager• Navigational Module for Situational Awareness• High Resolution Surveillance Devices for vehicles• Soldier Radio

Battlefield Engineering System • GPS/GIS based Minefield Recording System• Engineering GIS

Homeland Security &Maritime Safety & Security

• Rolta Geospatial Fusion Decision Support Systems CCTNS(Crime and Criminal Tracking Network & Systems)

• C4i (Integrated Command, Control, Coordination, Communication)• Public Safety Solution• Terestrial Trunked Radio (TETRA)• Optronics & Surveillance• Integrated Maritime Asset Safety and Security solutions• Integrated Coastal Safety and Security solutions• Vessel Traffic Management & Display solutions• Automatic Identification System (AIS) products and solutions

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Rolta Engineering ServicesConventional power generation and refiningcapacities are both expected to double in the nextdecade, in India. According to McKinsey & Co.,India’s power sector will need investments of aboutUS$ 600 Billion by 2017. While the InternationalEnergy Agency states that US$ 26 Trillioninfrastructure investment will be required to meetglobal demand for energy, which is expected toincrease by 40%, by 2030.

All such power and process plants have thousands ofinterrelated real-time and operational decisions toproduce gasoline, electricity, chemicals, etc. Allsuch decisions need to be performed consistentlyand repetitively for 'on-spec' production, requiringconvergence of engineering, equipment, inventory,production, quality and business data in a structuredway.

In any plant, reliability is one of the most important,yet most variable of the key performance indicators.With the growing pressure on the environment andcompliance with regulations like the Kyotoprotocol, the need for finding better ways to utilizefacilities, managing them optimally, while keepingcosts under control, has become even more criticalthan ever before.

For, Engineering, Procurement and Construction(EPC) companies, India has emerged as adestination of choice for engineering outsourcing,and as a consequence, design work for numerousprojects across the globe are now being executed inIndia.

Rolta won a prestigious engineering design projectfor a significant nuclear reactor system ofinternational importance. This was one of the first

of its kind internationally and a very complex andtechnically challenging engineering design project.The project demanded a high level of specializedexpertise in conceptual design, system development,finite element analysis and safety analysis, inaddition to multi-disciplinary engineeringcompetence and domain expertise.

Rolta was selected primarily due to the extensiveexperience and expertise of its engineering anddesign teams in nuclear systems, reactor safetyanalysis and project management. This projectprovided the Company an opportunity to work onsophisticated nuclear technology related projectsusing advanced technologies.

Owner-Operators (O/Os) of plants have started torealize the benefits of using modern informationtechnology tools for operations and maintenance ofthe plants, as a result of maturing of the tools, aswell as the changing economics. O/Os are,therefore, seeking services to not only obtain digitalmodels of their plants, but also to have theirengineering design systems integrated with otherenterprise-level systems. The benefits of integratingsuch enterprise wide systems across disparatedatabases and heterogeneous platforms are pushingup the demand for a comprehensive and integratedsolution to address this need.

Rolta, with its years of domain insights and armedwith innovative specialized knowledge tools andtechnology is uniquely positioned to address thesemodernization requirements. The Company'sexceptional combination of Engineering and ITexpertise enables it to provide comprehensivesolutions for EPCs and O/Os, from concept tocompletion of new plants and then for theirongoing operations.

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decision making information. It comprehensivelyintegrates the best practices to the mission of theorganization.

The performance integration model of RoltaOneView strengthens the excellence programsand brings in harmony across the organization.

It integrates data from across the functions toprovide a cross functional view of the performance,monitoring dynamically against thresholds for thebusiness critical parameters, and raising alertsappropriately. It enables the monitoring ofoperations and assets including maintenance,reliability & associated costs, as well as Health,Safety & Environmental requirements. Thereby,providing the right information, to the right person,at right time, to accelerate the decision makingprocess and lower the risks to business.

Besides the Process industries, it is now beingdeployed in verticals such as Power and Chemicals.

Rolta OneView™ provides an innovative outof the box integration to draw relevant informationfrom industry processes and transactionalmanagement systems. It provides pre-builtconnectors for Maximo, SAP, AspenTech, etc.

The multidimensional datamodel of RoltaOneView has been proven to gather & structurethe data effectively and thereby deliver theinformation at desired pace and accuracy to theright person.

Business can quickly react to the important events,identify the risks early enough and derive the causeand effect relationship to plan for mitigative actions.

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Rolta's comprehensive world-class solutions andservices ensure that it is well-placed to constantlyremain at the high-end of the value-chain.

Over the years, Rolta has earned a dominantmarket share by providing path-breaking solutionsto hundreds of customers - a virtual “Who's Who” ofleaders across diverse industries.

The large customer base includes 3M, ABB-Lyondell, ADNOC, Air Liquide, Aker Yards,Alsthom Power, Aquatech, ARANCO, BabcockBorsig, BAPCO, BASF, Bateman, Bayer, Bechtel,BHEL, Boeing Rocketdyne, Boston Scientific, Burns& McDonnell, CEGELEC, Chevron Phillips, CNRL,Delta Marin, Design Technology, Doosan, DowCorning, Dow Chemicals, DSP, EBM, Endurance,EIL, Entegee, Equate Petrochemicals, Essar, EverTechnologies, FEDO, Florida Power & Light, FlourDaniel, FMC-TI, Gardner Bender, GE GASCO,Glynwed Pipe Systems, Hoechst Celanese, HPCL,IOCL, ISRO, J A Freeman, Jacobs H&G, JohnDeere, Jubail, Kashima Oil, KNPC, Kvaerner, L&TGroup, Lanco Infratech, Lanzou Petrochina, Linde,Litwin, Lurgi, Master Work Holding, MazagaonDocks, MECON, Mitsui, Mott MacDonald,Mustang Engineering, NanaClot, Nova Chemicals,NPCIL, NTPC, ONGC, PDIL, Petrobras, Petrofac,Pfizer, QAPCO, Q-Chem, Reliance Industries,Reliance Infrastructure, Rexroth, RockwellAutomation, Rolls Royce, Saipem, Samsung, SaudiARAMCO, Shell, Siemens PG, Silicon Meadows,SNC Lavalin, SNC/AMO, Statoil, SumitomoChemicals, SUNCOR, Tata Chemicals, TCE,Technip, Tecnimont ICB, Thermax, Toshiba India,Toyo Engineering, Triune, United Olefins, Valdel,Webasto, WGI, Woodward Governor, Yansab, YorkInternational, Yunes Amre, among others.

Customers

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Rolta's EDOS solutions include major aspects ofConceptual Engineering & Design, DetailedEngineering & Design, Project Management &Procurement, Construction Management,Operations & Maintenance, Technology ServicesConsulting and Specialized Services for As-Built.These solutions & services help O/Os within theprocess and power industry, to optimize AssetDesign, Asset Performance, etc.

Rolta provides premiere Engineering, Procurementand Construction Management (EPCm) Services aswell as Design Automation Consulting Servicesthrough a combination of Rolta's dedicated EDOSServices Team and Shaw Rolta Ltd. (SWRL) -Rolta's Joint Venture with The Shaw Group, USA.The Shaw Group, is a Fortune 500 company withover 26,000 employees & an order backlog of >US$22.9 Billion. The Joint Venture leverages The ShawGroup’s +117 years of technology experience &leadership position in the Nuclear Power Plant,Petrochemical & Refining markets, especially withtechnology for Process & Power, e.g. for Ethylene,FCC, RFCC, DCC, etc. SWRL brings The ShawGroup's engineering expertise and processtechnology to bear on global as well as Indiandomestic projects, for concept-to-completionsolutions.

According to a NASSCOM report, outsourcing ofEngineering services is expected to cross US$ 60Billion by 2020. Rolta's dedicated in-houseTechnology Services Group continues to providedesign tool automation and integration services toclients around the globe, desiring to improve theproductivity of their existing design tools andimplement new state-of-the-art tools.

Rolta OneViewTM

Rolta OneView is a unique solution for insightsin business excellence leveraging on the corecapabilities of IT solutions, Engineering andTechnology solutions and Geo-spatial solutions.It provides a framework to achieve the goalssustainably, controlling all mission criticalinformation across the enterprise. The solution istargeted for the process industries where variety ofapplications like ERP’s, Process control solutions,Engineering management solutions, Safety, Healthand Environment management solutions aredeployed to manage different functions, whichforces the data to be disparate.

Rolta OneView is packaged with pre-definedbusiness metrics and scorecards to track theperformance across the functions and collate themto provide an one view of the enterprise. It is fieldproven and deployed successfully at multiplerefining facilities of one of the world's largest oilcompanies.

With Rolta OneView ,Owner-Operators ofprocess and power industries, can view plantoperations as one fully connected ecosystem,throughout the enterprise, thus facilitatingoperational and reliability excellence.

Industry experts believe that when fully deployed,this solution has a potential to save as much as US$20 Million annually for a medium-sized refinery,providing very high returns on their investment.This web-based business intelligence applicationempowers personnel to make on-time decisions atall levels of the organization.

Rolta OneView bridges the gap betweenoperational / transactional information and the

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• Prime Contract & Sub Contract Management• Project QA / QC• Supplier Qualification & Purchasing• Expediting & Logistics• Site Management• Office & Site Health & Safety Management• Commissioning & Startup

• Plant Operations Management• Laser Scan & Plant Walkthrough for As-Built• Plant 3D Visualization• Shutdown Planning• Plant Safety & Reliability• Plant Revamp & Decommissioning

• Technical Information Management• Software System Deployment• Software Customization & Integration• Reference Data Creation & Management• Data Migration, Audit & Compliance

Conceptual Engineering& Design Services

Detailed Engineering &Design Services

• Process• Mechanical• Civil / Structural• Plant Design & Piping• Electrical• Instrumentation & Controls• Naval Architecture & Ship Design

• Feasibility Studies• Basic Engineering• Front End Engineering & Design (FEED)• Process Simulation• Process Flow Diagram & Equipment Data Sheet Preparation• Pre-Bid Engineering Support

• Operation & Production• Energy Utilization• Fuel & Loss Accounting• Compliance to Preventive Maintenance• Reliability Clock• Cost of Maintenance

• People

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• Health Safety Environment

• Social / Community

• Raw Material Supply

• Finished Goods Distribution

• MRO Spares

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Supply Chain Insights

Benchmarking Insights

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Rapidly changing customer needs, competitivepressures and evolving markets are placingincreasing pressure on IT to deliver greaterflexibility and speed. Leading companies areadopting many different means to deliver theserequirements. As companies grow into largerenterprises, they develop more and moreapplications and technologies that aren't capable ofsharing data, especially with the right levels ofgovernance and security. Islands of data are createdwith redundant content, creating a huge burden onthe enterprise with the excessive risk of having thewrong data, in the wrong place, at the wrong timeand potentially available to the wrong people.

Traditional solutions being deployed today arecomplex to comprehend, need reams ofdocumentation to explain functionalities andextensive training, before engineers can even startusing them, thus defeating the very purpose of rapiddeployment. Service Oriented Architecture (SOA),Agile development, etc. are a few of themethodologies now being adopted, however, mostorganizations are still grappling with different levelsof complexity required to deliver the flexibility andspeed.

Application integration is the #1 IT challenge,according to a recent survey of IT professionals.Businesses are looking for ways to quickly derivevalue from existing investments, data sources andinformation assets without learning new skills.

Rolta’s Enterprise IT Solutions (EITS) groupcontinues to strengthen and build its EITS portfolioand capabilities and now has the full stack of ITofferings including ERP consulting & deployment,SOA & Middleware, Enterprise Performance

Management (EPM), Business Intelligence (BI) &Data Warehousing (DW), Custom SoftwareEngineering & Development, Product Development,Advanced Database Management, eSecurity,Enterprise IT management, Networking, Hardware& complex IT Infrastructure, etc.

Rolta’s top of the line offerings bring together thelatest thinking in Cloud Computing, EAI, SOA,Enterprise GIS, Geospatial, Data Integration andBusiness Intelligence. These cutting edgetechnologies are blended into a smooth fusion ofEnterprise components designed to seamlessly worktogether instead of the usual alphabet soup of Java,.NET, C++, Oracle Fusion Middleware, IBMWebsphere, etc.

Rolta iPerspective Enterprise suite is acomprehensive state-of-the-art standards basedproduct offering. Built on a patent-pending Rolta

iPerspective technology, it offers the whole gamutof software components required to build asuccessfully integrated enterprise application stack,while providing full interoperability with industrystandard middleware offerings like Oracle FusionMiddleware and IBM Websphere.

Rolta iPerspective technology stack offers fullenterprise management, pervasive, robust butflexible security, configurable service and dataauditing capabilities, a UDDI based integrationrepository, an enterprise process scheduler anddynamic discovery and introspection of disparatesources of data emerging from databases like Oracle,DB2, MySQL, MS SQL to ERP systems like SAPand Oracle.

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Rolta iPerspective dynamic template technologyand runtime abstraction encourages and supportsSOA best practices. With out-of-the-box supportfor industry standard service interfaces like SOAPand REST, Rolta iPerspective quickly adaptsexisting and new systems to work seamlesslytogether.

Rolta iPerspective Enterprise suite providescustomers with rapid return on investment (ROI)due to shorter implementation time and an agileapproach for managing the transition to serviceorientation.

For the BI layer, Rolta offers a comprehensive set ofservices and solutions to help clients to optimizebusiness performance by becoming agile, efficient,and adaptable. The Company’s BI & EPM solutionsdeliver Business Activity Monitoring, BusinessProcess Management, Business PerformanceManagement, and Knowledge Discovery &Management. These comprehensive offerings covercustom-built solutioning for BI and DW, Hyperionbased EPM systems implementation and Managedservices for BI and EPM platforms.

Data analysis, acquisition, and transformation bringtogether disparate fragmented data into a singleenterprise view – addressing the need to get datainto the data warehouse. Data from this warehousecan be viewed in the form of BI reporting, portals,dashboards and KPIs.

Today, Rolta is recognized globally as an industryleading provider of consulting & technology servicesin ERP, SOA, BI & EPM arenas to address end-to-end solutions. It provides the right combination ofexpertise, solutions and services that empower

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companies to maximize their investments in legacysystems, legacy data and legacy assets, thus givingthem a better ROI on their IT implementations.

Over the years, Rolta has transformed its businessfrom being a services-centric to a solutions-orientedmodel through in-house development and strategicacquisitions. Having built a rich IntellectualProperty, the Company has launched enterprise-level solutions to enhance the value proposition toits customers and strengthen its own standing in themarket.

Rolta provides high-end business consultancyservices through a unique blend of industryrelevance, business process innovation andtechnology expertise. This also involves niche toolsand methodologies, covering diverse businessapplication platforms including Oracle eBusinessSuite Applications, Oracle's Hyperion Suite, SAPEPM, SAP Business Objects, Cognos, etc. with over100+ global ERP projects in just Oracle eBusinessSuite alone.

Keeping IT environment operational and optimisedis a full-time job. Even with smooth-runningsystems, tactical infrastructure challenges can arisesuddenly. Business growth demands increasedefficiency and ROI while reducing administrationoverheads.

At the IT infrastructure layer, Rolta providescomprehensive consulting services covering datasecurity and service management, security, identity& access management, enterprise network & IT assetmanagement, IT infrastructure and operationsmanagement, application performance management,as well as IT governance & compliance management.

These services help customers to deal withinfrastructure challenges before they becomeproblems and include consultancy, implementation,integration, audit, project management andcomprehensive support services. This enables tomitigate workload peaks, knowledge retention andavailability of specialists on demand.

With partnerships and close relationships withOracle, CA, SAP and Microsoft, Rolta brings richexperience and expertise to help customers achievethis.

Rolta’s knowledge-sharing approach ensurescustomers receive not only the help they need, butalso the support of the entire Rolta organization.By applying the Company’s broad knowledge andexperience to the specific needs of environment,Rolta helps customers realize numerous tangible andintangible benefits including solution longevity,ease of management, reduced infrastructure costsand peace of mind.

Rolta provides a host of value added services, whichinclude Database Health Audit (Unbiased, Non-Intrusive, Quick and Secure with managementdashboards), Proactive Database monitoring,Performance tuning, High Availability & Disasterrecovery, Backup & recovery management, Versionand instance upgrades, Platform migration,Implementation of new features, Technologyroadmap, Tools and technical assistance, Analysisand data discovery, Real Application Clustersolutions, Data replication, Storage assessment andDatabase Security.

Rolta provides state-of-the-art Security Services.The Company’s rich expertise in CA products, vast

experience of over 1200+ distinct engagements in44 countries and strategic relationship, enable itscustomers to implement business servicemanagement solutions and achieve regulatorycompliances. The expertise and experience of theCompany helps organizations to implement datasecurity solutions for improved security for allowingreal time user and permission management likesingle sign on, Identity and Access Managementusing CA, Oracle and Sun products.

Rolta has successfully harnessed the power ofService Oriented Architecture (SOA) to develop aunique approach that optimally combines elementsof IT infrastructure with business requirements tocreate seamless web services (WS) and redefine thetraditional concepts for Enterprise Integration.With Rolta’s SOA practice, starting with Rolta SOAToday , clients access application servers anddiverse platforms through standard protocols anddata formats without the need to know or changethe code or coding language. Also it opens up newavenues for enabling Cloud based products andservices for Enterprises to engage in cloud basedbusiness.

Rolta's EITS has an increased breadth and depth ofsolution on account of its expanded worldwideoperations and through the merger of Rolta's ITConsulting Division with the various acquisitionslike TUSC, WhitmanHart Consulting, etc.

These acquisitions bring significant credentials toRolta. TUSC, known as “the Oracle experts,” has astellar track record of successful projects and verytechnically innovative solutions. Rolta is a platinumpartner of Oracle with seven Titan Awards and has

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in-depth expertise in Oracle ERP implementationsglobally. WhitmanHart Consulting is widely knownfor Hyperion expertise and EPM solutions for theFinancial Services Industry.

NASSCOM reports that the local Indian IT servicesmarket will be worth US$ 50 Billion while the off-shoring market will be worth US$ 175 Billion by2020. Rolta’s acquisitions in the IT consultingdomain, its resultant global footprint, track record,along with its innovative off-shoring model give theCompany a unique positioning in this large market.

Rolta has made proactive investments in VirtualEnterprise Centers at all the Company's deliverysites enabling it to emulate complex customerenvironments and participate in alpha and betaproduct testing.

Rolta has benchmarked its quality processes withthe world's best quality standards. The Company isaccredited with the prestigious BSI ISO/IEC27001:2005 certification, the ultimate benchmarkfor information security; the BSI ISO/IEC 20000-1:2005 IT Service Management Standard; theCompany’s software development business grouphas been assessed at the highest level of SEI-CMMLevel 5 and ISO 9001:2008, the ultimate standardfor establishing Quality Management Systems for allbusiness areas.

Rolta's unique ability to see more than meets theeye, deep knowledge of IT, combined with hands-onindustry knowledge, backed by world-classinfrastructure, ensures that it provides highlyrelevant state-of-the-art solutions to its customers.

CustomersRolta has a large customer base that spreads across

the world.

Rolta has worked for a variety of customers that

includes American Express, ATOS Origin, Birla Sun

Life, BSNL, CA, Citizen Bank, Central Water

Commission, Centurion Bank, CESC Calcutta,

Deloitte and Touche, Department of Defence,

Devon Energy, Exim Bank, Dow Corning, Daimler

Chrysler, Eurobank, Emerson Process, Erste Bank,

Estee Lauder Inc, Fifth Third Bank, Federal Reserve

Bank, Fujitsu, Gemworth, GE Rail Services, Greater

Bay Bancorp, Gujarat Pollution Control Board,

HDFC Bank, HPCL, HSBC, IDBI Bank, Indian

Western Railway, Jacksonville Electric Authority,

Jeddah Municipality, Johns Hopkins, Logitech, L&T,

Maharashtra Police, Ministry of Interiors Saudi,

Municipal Corporation of Greater Mumbai, Nation

Wide Bank, Northrop Grumman, Ohio Saving

Bank, Omni Tech, Orlando Health, Oshkosh Trucks

USA, PRFD Abu Dhabi, Purdue University, Reserve

Bank of India, RJ Reynolds, Saudi Electricity

Company, Sauer Danfoss, Schneider Technology

Services, SITA, Sprint-EMBARQ, State Bank of

India, State of Alabama (DHR), Successfactors,

SunTrust, Tata Consultancy Services, Tata

Interactive Systems, Time Warner, TD Bank, TNT,

Toshiba America Information Systems, Travelex,

Turner Broadcasting, United Airlines, UTAH Dept

of Transportation, Viant, Vodafone, Wal-Mart,

WESEE amongst others.

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• Business Analysis, BI Reporting, Portals, Dashboards & KPIs• Executive Management Systems, Data Management Practices• Multi dimensional Analysis, Data Analysis, acquisition and

transformation• Data Marts, Warehouse Data Creation, Master Data Management• Data Mining

Business Intelligence &Enterprise Performance

Management

• Enterprise Application Integration• Platform and Process Integration• Enterprise Security• Legacy Modernization• Enterprise Systems Management

Enterprise Integration

• Custom Development• Product Engineering• Application Integration• Systems Migrations• Centre of Excellence• Application Lifecycle Services

Turnkey Development

• Business Process Re-engineering covering Financials, Projects,HRMS, CRM, Corporate Performance Management, Distribution

• Functional / Technical Requirements, Gap analysis, Module configuration• Technical development for interfaces, conversions, extensions, reports• Expert “Applications” DBA support• Production deployment and system testing• Post-production managed services and support

Enterprise Applications

• Database Management & Administration – Database Health Audit,Proactive Database monitoring, Performance tuning, High Availability &Disaster recovery, Backup & recovery management, Version & instanceupgrades, Platform migration

• Data Security & Service Management – Security Management, BusinessService Management , IT Compliance & Governance

Infrastructure Services

• Rolta iPerspective• Rolta OneView• Rolta OnPoint• Rolta Geospatial Fusion

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Registered Office and Corporate Headquarters:

Contact Persons

Website:

Annual General Meeting:

Dividend for the Year Under Review:

Date of Book Closure:

Financial Calendar for the Year 2010-11 (tentative)

Rolta Tower 'A', Rolta Technology Park, MIDC-Marol,Andheri (East), Mumbai 400093.Telephone: +91(22) 29266666 / 30876543Fax: + 91(22) 28365992

Mr. Hiranya AsharDirector - Finance & Chief Financial Officer

Mr. Dharmesh DesaiAssociate Director (Legal) & Company Secretary

Mr. Saghan SrivastavaExecutive Group Manager & Deputy Company Secretary

Mr. Venkat G R - Manager (Investor Services)

Rs.3.25 per share (proposed)

First Quarter ended September 2010 - During Oct/ Nov, 2010Second Quarter ended December 2010 - During Jan/ Feb, 2011Third Quarter ended March 2011 - During Apr/ May, 2011

•

•

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Financial Matters

Company Secretary

Transfer Agent and Registrar (SEBI Cat. II R & T)

Un-audited Financial Results

Audited Financial Result

The website of the Company carries relevant information inregard to the results of the Company, dividend declared bythe Company, price sensitive information if any and launchof new products & services by the Company. TheCompany's website address is .

24 November 2010 at Shri Bhaidas Maganlal Sabhagriha,U-1, Juhu Development Scheme, Vile Parle (W), Mumbai400 056 at 11.30 a.m.

Book-Closure dates 17 November 2010 to24 November 2010 (both days inclusive).

For the Quarter and Financial year ended June 30, 2011 onor before August 30, 2011.

www.rolta.com

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Listing Details:

Depositories

International Listing

Equity Shares

London Stock Exchange

Singapore Securities Exchange Trading Ltd.

1. Bombay Stock Exchange Limited , Mumbai, (BSE)Phiroze Jeejeebhoy Towers, Dalal Street,Mumbai 400001.

2. National Stock Exchange of India Limited, (NSE)Exchange Plaza, Bandra-Kurla Complex, Bandra (East),Mumbai 400051.

3. ISIN : INE293A01013

a) National Securities Depository Ltd. (NSDL)b) Central Depository Services (India) Ltd. (CDSL)

Annual Listing fees for the year 2010-2011 (as applicable)have been paid to the Stock Exchanges.

10 Paternoster Square, London, EC4M 7LSThe Company's Global Depositary Receipts (GDR)Programme has been listed on the Main Board of theLondon Stock Exchange plc (LSE).

The Company has achieved dematerialization of98.00% of its equity shares held in the electronic modewith NSDL & CDSL.

The GDRs are traded on the London Stock Exchange underthe Ticker Symbol RTI. Each GDR represents one equityshare.The GDRs began trading on the LSE on April 18,2006, when they were issued by the Deutsche Bank TrustCompany (the Depositary), pursuant to the DepositaryAgreement. The Rule 144A GDRs have been designated aseligible for trading in the Portal Market of The NASDAQStock Market, Inc. (PORTAL). As on June 30, 2010 , therewere 19,20,992 GDRs (equivalent to 19,20,992 equityshares) outstanding.

2, Shenton Way, #19-00, SGX Central 1, Singapore 06880The Company's Zero Coupon Foreign CurrencyConvertible Bonds (FCCBs) are listed in the bonds marketof Singapore Securities Exchange Trading Ltd. Under SGX-St ISIS X50305967498.

Two-way Fungibility of Depository Receipts

Name and Address of the Depository Bank for thePurpose of GDRs

Name and address of the Custodian in India for thepurpose of GDRs

Trustee for the purpose of FCCBs

Principal Agent and Transfer Agent for purpose of FCCBs

The Company offers foreign investors the facility forconversion of Ordinary Shares into Depositary Receiptswithin the limits permissible for Two-way Fungibility, asannounced by the Reserve Bank of India vide its circulardated February 13, 2002.

In the US In IndiaDeutsche Bank Trust Company Deutsche Bank A.G.Americas Trust & Securities ServicesTrust & Securities Services Hazarimal Somani Marg,60 Wall Street, 27th Floor, Fort, Mumbai - 400 001MS # NyC60-2727 IndiaNew york, NY10005, USA

ICICI Bank LimitedSecurities Markets Services,Empire Complex, F7/E7 1st Floor,414 Senapati Bapat Marg, Lower Parel, Mumbai - 400 013.

Deutsche Trustee Company LimitedWinchester House, 1 Great Winchester Street,London, EC2N2DB, United Kingdom.

Deutsche Bank AG, London BranchWinchester House, 1 Great Winchester Street,London, EC2N2DB, United Kingdom.

Registrar for the purpose of FCCBs

Stock Code:

Volume as percentage of Equity

Deutsche Bank Luxembourg S.A.2, Boulevard Konrad, Adenauer , L-1115, Luxembourg.

The shares form part of the following indexes on BSE andNSE.

The shares are also traded under the "Equity Options" and"Equity Futures" in the F&O segments of NSE.

The Company's scrip continues to enjoy high tradingvolumes in relevant stock exchanges offering high liquidity.Over 76.07% of the trading volume is on the NSE. The totalnumber of shares traded on National Stock Exchange ofIndia Limited between July 1, 2009 and June 30, 2010 was863,138,761 which represents 535.46% of the Share Capitalof the Company as on 30th June 2010.

BSE NSE

BSE Midcap

BSE 200

BSE 500

BSE Teck

Nifty Midcap 50

CNX IT

S&P CNX 500

BSE IT

BSE - 500366 SGX-ST ISIN X50305967498

NSE - ROLTA BLOOMBERG - RLTA@IN

LSE - RTI REUTERS - ROLTA BO

Ticker Description DR ISN - Reg S DR ISN -144A STypeSymbol

GDR RTI Equity Shares US7757902074 US7757901084

From To Demat Physical Demat Physical Demat Physical

Upto 250 99638 8136 8072343 1149317 5.01 0.71

251 500 14335 2947 5385575 1053532 3.34 0.65

501 1000 6077 760 4593952 527456 2.85 0.33

1001 2000 2164 145 3274976 215896 2.03 0.13

2001 3000 590 40 1494950 103204 0.93 0.06

3001 4000 279 14 1010019 50650 0.63 0.03

4001 5000 138 5 639156 23700 0.40 0.01

5001 10,000 243 6 1757531 41500 1.09 0.03

10001 & Above 319 2 131747559 53500 81.73 0.03

Total 123783 12055 157976061 3218755 98.00 2.00

Grand Total 135838 161194816 100.00

Category No. of Shareholders No. of Shares % to Total

(No. of Shares) held (Rs.10) No. of Shares

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Jul-09 163.00 103.00 156.55 128.30 5194471

Aug-09 191.70 141.00 178.60 162.34 6513224

Sep-09 184.30 162.50 177.40 174.57 3015206

Oct-09 206.30 161.00 173.50 187.43 4566194

Nov-09 183.65 148.00 169.70 171.20 2628242

Dec-09 196.20 170.60 195.45 184.61 2295431

Jan-10 209.65 181.50 204.70 198.65 2038911

Feb-10 210.40 172.20 176.35 184.08 1095934

Mar-10 189.25 175.05 178.95 181.09 1368146

Apr-10 200.95 178.50 189.05 186.81 1322069

May-10 188.80 155.00 160.05 172.60 761519

Jun-10 174.00 152.55 167.95 165.86 733393

Close(Rs.)

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Low(Rs.)

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Daily Avg.Volume

Date

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OCBs/FIs/MFs/Banks/Corp

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0.92% Foreign Institutional

Investors (FIIs)

(Including GDRs)

33.44%

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of reduced custody charges to its shareholders. Shareholders’queries & grievances are replied promptly. DividendWarrants are normally mailed within a week from the date ofdeclaration at the AGM. Members are sent at least threereminders regarding unclaimed dividend, before the same istransferred to Investor Education & Protection Fund (IEPF)

The Company has also taken certain Investor-Friendlyinitiatives to provide transparency & valuable information,such as :1) The Company hosts post-result Earnings calls for

Institutional Investors & Analysts to talk to themanagement on results & outlook.

2) The Company has also put up information useful toinvestors, on it’s website as under:a. Annual Report

b. Quarter ResultsI. Financialsii. Press Releaseiii. Transcript of Earnings Call

c. Events & Presentationi. Financial Calendarii. Investor Presentationiii. Corporate Audio Visual

d. Key Financial Datae. Share Holding Patternf. Research Report on the Company by various

analysts

The Company continues to improve the quality ofinformation dissemination to investors by makinginformation available on the web as well as by making theAnnual Report more transparent and investor friendly.

Rolta Monthly Price (NSE) July-2009 to June-2010

Payment of Dividend - Electronic Clearing Service(ECS)

Bank Details:

Shareholder Initiatives :

The Company is providing facility of ‘National ElectronicClearing Service’ (N-ECS) for payment of dividend toshareholders around centres covered by Reserve Bank ofIndia – National Clearing Cell. Shareholders holding sharesin physical form, are requested to provide details of theirbank account for availing N-ECS facility in the formattached to the Notice of Annual General Meeting.However, if the shares are held in electronic form, the N-ECS Mandate has to be communicated to the respectiveDepository Participant (DP). Changes, if any, in the detailsfurnished earlier, may also be communicated to theCompany or DP, as the case may be. For any otherinformation, kindly write to the Company Secretary at theRegistered Office of the Company.

In terms of regulations of NSDL & CDSL, bank accountdetails of the beneficiary owner of shares held in electronic(demat) form, will be printed on the dividend warrants asfurnished by the Depository Participant. The Company willnot entertain request for change of such bank details printedon their dividend warrants. In case of any changes in yourbank details, please inform your DP now / immediately. Incase of physical shareholding, in order to provide protectionagainst fraudulent encashment of dividend warrants,members are requested to provide, if they have not alreadydone, their bank account number, bank account type andname and address of bank branch, quoting folio number tothe R & T Agent to enable the Company to incorporate thesame on the dividend warrants.

The Company has paid a One Time Custody Fee to NationalSecurities Depository Limited (NSDL) to pass on the benefit

6362

Jul-09 162.90 102.80 156.60 128.20 1804469

Aug-09 191.80 141.40 178.25 162.29 2195654

Sept-09 184.25 162.70 177.15 174.49 965007

Oct-09 206.25 161.10 173.40 187.35 1492876

Nov-09 183.50 148.65 169.65 171.21 759531

Dec-09 195.70 170.60 194.85 184.47 728811

Jan-10 209.50 181.85 204.20 198.52 598967

Feb- 210.00 172.20 176.80 184.12 263210

Mar- 189.20 175.25 179.25 180.98 382135

Apr- 199.95 178.00 188.75 186.78 360952

May- 189.90 157.00 160.20 172.45 187715

Jun- 173.80 157.15 168.00 165.71 156323

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Rolta Monthly Price (BSE) July-2009 to June-2010

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growth of a hi-tech company. So quite often the search forthe added value invariably lead us back to understanding,evaluating and enhancing the intangible assets of thebusiness.

Economic Value Added (EVA) is the financial performancemeasure that aims to capture the true economic profit of anenterprise. EVA is developed to be a measure more directlylinked to the creation of shareholder wealth over time.Hence, it focuses on maximizing the shareholders wealthand helps company management to create value forshareholders. EVA refers to the net operating profits of theCompany less a charge for all capital invested in theCompany which is the opportunity cost.

EVA = Net Operating Profit After Taxes (NOPAT)

- {Capital* Cost of Capital}

ECONOMIC VALUE ADDITION (EVA)

ASSUMPTIONS

WACCThe Company has estimated the Weighted Average Cost of Capital (WACC) based on the weighted average cost of equityand debt. To arrive at cost of equity, the Capital Asset Pricing Model (CAPM) has been used the formula being

Ke = rf + b (rm - rf)where, Ke = Cost of Equityrf = Risk free Returnrm = Market Rate of Return, and hencerm - rf = Risk Premium, andb (beta) = Measure of Market Risk

Risk free return has been estimated based on 10 year benchmark Government of India Security as on the date of valuation,risk premium based on long term stock market returns and beta based on Rolta stock price movements compared to indexmovement. Based on these, the Company has worked out the discount factor for Rolta as 10.28%.

ROLTA EVAThe EVA of Rolta for 2009-10 has been estimated as shown in the table below. (Rs. In Million)

Net Profit after Tax 3,605 3,723 2,629

Adjustment for extraordinary exceptional item 3 250 0

Add: Interest (net of taxes) 255 73 0

Net Operating Profit after Tax (NOPAT) 3,857 3,546 2,629

Average Capital Employed 28,379 24,624 18,902

Cost of Capital Employed 2,919 2,141 1,960

EVA = (NOPAT - Cost of Capital Employed) 938 1,405 669

65

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EVA represents the value added to the stakeholders by generatingoperating profits in excess of the cost of capital employed in thebusiness. The Company's business model focusing on value-addedproducts and services empowered Rolta to generate returnscommensurate with its investments. Result: the Company consistentlyreported a positive EVA year after year, evidencing its ability to meetshareholder expectations.

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The Rolta brand is more than just a name - it is a trust mark that thecustomers have come to rely upon. It effectively communicates Rolta'sability to offer pioneering solutions to meet market demands and thevalues associated with its products and services. Rolta's robust brandstrength also indicates that the Company's financial growth will continueto be stable and lasting.

��

Human capital is one of the several strengths that drive growth. AtRolta, this rich and intangible intellectual capital renews its income,drives innovation and enhances profitability leading to a sustainableincrease in shareholder value.

Rs. 938 million

Rs. 32.14 billion

Rs. 153.21 billion

64

Particulars 2009-10 2008-09 2007-08

The Company had engaged services of Deloitte Haskins &Sells, Chartered Accountants, for the initial valuation of the'Rolta' brand, its Human Resources and the Economic ValueAdded (EVA) for 1999 and on the same establishedprinciples, methodology and assumptions, the Company hascomputed the corresponding values for the subsequent years.The Company engaged Grant Thornton, leadingInternational Accountants, for the valuation of Rolta's Brandand Human Resources as on June 30, 2005 and EVA for2004-05. Using the same principles, methodology andassumptions, corresponding values for the year ended June30, 2010 have been computed by the Company’s Auditors.Relevant details and figures are reproduced below.

The financial position of an enterprise is influenced by theeconomic resources it controls, its financial structure,liquidity and solvency and its capacity to adapt to changes inthe environment. However, it is becoming increasingly clearthat intangible assets have a significant role in defining the

VALUING THE BRANDBrands are more than just a name, a trademark for a product,or a service mark for a service. A brand is a complex conceptthat creates organizational value and performs a number ofimportant functions for every enterprise. Brands and theircombined Brand Equity constitute a major economic forcewithin the entire global economy, delivering marketplacevalue, shareholder wealth, livelihood, prosperity and culture.Successful brands are recognized as rare and valuable assetsthat must be exploited carefully, with wise andknowledgeable management that retains their financialvalue, their economic power, and their social significance. Abrand is a very special asset and in many businesses it is themost important asset. This is due to the far reachingeconomic impact that brands have on enterprise. Brandsinfluence the choice of customers, employees, investors andgovernment authorities. In a world of abundant choices, suchinfluence is crucial for commercial success and creation ofshareholder value. Brands have also demonstrated a uniquedurability and sustained competitive advantage unmatchedby any other corporate asset.

In the case of Rolta or other service-focussed companies,especially knowledge based services companies, the "Brand"is more often the name of the Company which becomes thesole differentiator from any other generic service provider.Hence, in this case, "Rolta" is the brand, which has beenvalued. Brand is an intangible asset and there are severalmethodologies suggested and prevalent for valuing brands.

AssumptionsThe key assumptions used are• Total revenue excluding other income after adjusting for cost of earning such income is brand revenue, since this is an

exercise to determine the brand value as a company and not for specific products or services..• Tax rate is at 33.99% (Base rate of 30%, surcharge of 10% on base rate and cess of 3%)• The earnings multiple is based on a brand strength model where Rolta is ranked on various parameters such as leadership,

stability, market, geographic spread, trend, support and protection.

Some of these methods are cost, market value, economic useand royalty relief.

Based on the information available, practicality andappropriateness, The Company has used the "Economic Use"Model. This model is one of the standard methodologies inbrand valuation by companies in the software industry.

This method uses a combination of market factors andfinancial parameters to arrive at the value of the brand. Ituses a Brand Strength Model which arrives at a brandstrength score based on various market parameters. Thisscore is multiplied by the net brand earnings to estimate thebrand value.

The Brand Strength Model is used to determine the value ofa brand based on the assumption that a strong brand is morereliable for future earnings with lesser risk.

A brand multiple of 16.36 has been arrived at for Rolta byassigning scores for various market parameters. The profitbefore interest and taxes of the Company is adjusted for non-brand items and a charge on capital employed is deductedfrom the adjusted brand profits. Thus, the profit after taxattributable to brand and other intangible items is arrived at.This is multiplied by the brand multiple to arrive at thebrand value as shown in the table below.

ECONOMIC USE METHOD

ROLTA BRAND VALUATION

• Opportunity cost method:

ECONOMIC APPROACH MODEL

This model envisagescomputation of monetary value and allocation of peopleto the most promising activity and thereby to assess theopportunity cost of key employees through competitivebidding among investment centers. It may be practicallydifficult to implement and measure.

The economic approach focuses on future and futureearnings. There are several models developed based on thisapproach.

This model estimates the future earnings during theremaining life (in the organization) of the employee andthen arriving at the present value by discounting theestimated earnings at the company's cost of capital. In thismodel, each employee's cost to company (CTC) should beforecasted and discounted back separately. The growth rateof earnings of each employee till retirement should bedetermined for projecting the CTC's after looking into thecompany's compounded annual growth, CTC's for differentemployee classes, global industry trends for the future, andsustainable growth rates for the next 25-30 years. Theattrition rates for the company / industry should not beconsidered as a deduction factor, as the employees who leavethe company will be replaced by others, to maintain the levelof operations and thereby the employee strength remainsunchanged. The future earnings thus arrived at has to bediscounted at the company's cost of capital.

HR ValuationBased on the above model, the value of Human Resources of Rolta has been arrived at Rs. 153,217 million. This is summarizedin the table below.

AssumptionsThe key assumptions used are:• Employee compensation includes all direct and indirect benefits, earnings both in India and abroad.• The average annual increment is based on the increment paid during the last 3 years.• Retirement age is as per Company policy.

Human Resources (or Human Capital) valuation refers toidentifying and measuring the value of human resources of acompany. Employees are the most valuable resources ofcompanies in the services sectors and more so in theknowledge-based sectors. Like all other resources, employeespossess value because they provide future services resultingin future earnings.

Broadly, there are two key approaches to value HR. Theseare cost based and economic approaches. Cost basedapproach can further be classified into three:

The human resource costs arecurrent sacrifices for obtaining future benefits andtherefore to be treated as assets. The method suggests tocapitalize the firm's expenditure on recruitment,selection, training and development of employees andtreat them as assets for the purpose of human resourceaccounting. However, capitalization of costs, may notreflect value.

This method involvesassessment of replacement cost of individuals, andrebuilding cost of the organization to reflect HR assetvalue of both the individuals and the organization.However, the replacement cost may not reflect eitherthe actual costs or the contribution associated with HR.

• Historical cost method:

• Replacement cost method:

��

67

(Rs. in Million)

Particulars 2009-10 2008-09 2007-08

Profit before Interest and Taxes 4,386 4,227 3,059

Less: Non Brand Income 294 696 105

Adjusted PBIT 4,092 3,531 2,954

Profit for the brand and associated intangibles 4,092 3,531 2,954

Average Capital Employed 22,324 18,861 14,496

Remuneration of Capital % 5% 5% 5%

Remuneration of Capital 1,116 943 725

Profit after tax attributable to Brand and associated intangibles 2,976 2,588 2,229

Income Tax 1,011 880 758

Profit after tax attributable to Brand and associated intangibles 1,965 1,708 1,471

Brand Multiple Applied 16.36 14.64 14.07

Brand Value 32,141 25,017 20,693

66

(Rs. in Million)

Particulars 2009-10 2008-09 2007-08

Total value of Human Resources 153,217 136,442 106,710

Revenues per employee 3.39 3.12 2.32

Net Profit per employee 0.56 0.64 0.49

Value of Human Resources per employee 33.90 29.53 22.70

Total Revenue / Total Value of Human Resources (Ratio) 0.10 0.11 0.10

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EGDS

49.7 %

EITS

24.7%

EDOS

25.6 %

Employee Cost

32.00 %

Interest

2.68 %

Income Tax2.60%

Material & Sub Contracting Cost

18.68 %

Net Income

16.35 %

Depreciation

17.16 %

Other Expenses

10.53 %

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Iindia

59.1 %

Rest of The World

40.9 %

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PAT/Average networth Return on Average Capital employed

Average networth Average Capital employed

Earning per Share Book Value Dividend %

6968

2007-08 2008-09 2009-102005-06 2006-07

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inherent strength of the Company. The book value per share isRs.99.82 as against Rs.89.53 at the end of June 30, of last yearsignifying substantial enhancement in shareholder value.

During the second quarter of the year, the Company furtherrepurchased Foreign Currency Convertible Bonds (FCCBs),amounting to US$ 15.0 million (accreted value US$ 17.8 million)at a discount of 15.25% which resulted in a gain of US$ 2.80million (approx. Rs.130 million) of which Rs.33 million wasappropriated to Other Income and the balance was added to thesecurities premium Account .

The aggregate accreted value of all repurchase of FCCBs till date isUS$ 61.47 million (Face Value $ 53.31 million) and total amountpaid aggregated US$ 47.75 million resulting in a gain of US$ 13.72million (approx. Rs.665 million) giving an average discount of22.3% to the accreted value on all buybacks.

Your Directors are pleased to inform you that the Company'sstandalone revenue registered steady growth and was Rs.11,704.4million for the year ended June 30, 2010 as against Rs.9,466.9million in the previous year, signifying a growth of 23.63%. Thestandalone net profit after tax for the year ended June 30, 2010 waslower at Rs. 3,605.03 million as against Rs. 3,723.2 in the previousaccounting year reflecting a decline of 3.17%.

In continuation of its pursuit of high standards of corporategovernance, and to provide transparent and additional informationin compliance with the regulation of the London Stock Exchangewherein the Company's GDRs have been listed, the Company has

Repurchase of Foreign Currency Convertible Bonds (FCCBs).

Consolidated Financial Results under International FinancialReporting Standards (IFRS)

��

Dear Members,

Your Directors are pleased to present their report on the business and operations of your Company together with the Audited Statementof Accounts and the Auditors' Report for the financial year ended June 30, 2010. The Financial highlights for the year under review aregiven below:

CORPORATE RESULTS

Revenue 15,326.7 13,728.1

Other Income 279.3 690.4

Revenue and Other Income 15,606.0 14,418.5

Profit before depreciation & tax 5,636.0 5,207.2

Less: Depreciation 2,679.1 1,867.1

Profit before tax 2,956.9 3,340.1

Less: Provision for tax 405.6 401.8

Profit after tax 2,551.3 2,938.3

Add: Balance of profit of earlier years 8,203.4 6,223.2

Balance available for appropriation 10,754.7 9,161.5

APPROPRIATIONS

Less : General Reserve 366.7 388.6

Less : FCCB Redemption Reserve 1,380.0 --

Less : Dividend 523.9 483.1

Less : Tax on Dividend 88.7 86.4

Balance carried to Balance Sheet 8,395.4 8,203.4

Consolidated

Financial Year ended Financial Year endedJune 30, 200June 30, 2010 9

(Rs. in millions)

Financial PerformanceThe Company continued to be a strong player in the EnterpriseGeospatial and Defense Solutions (EGDS), Enterprise Design andOperation Solutions (EDOS) and Enterprise IT Solutions (EITS)domains. The Company has transformed its business model from aportfolio that is service-centric to one that is increasingly IP-centricand has elevated its offerings to a higher value proposition byfocusing on enterprise level solutions. The Company has developedinnovative solutions incorporating its own Intellectual Propertywhich serve as differentiators enabling the Company to positionitself more effectively at the higher level of value chain. TheCompany has effectively integrated its various acquisitions and hasleveraged the expertise, IP, software assets and track-record soacquired in transforming its business model, as above.

During the year, the Company also expanded its world-classfacilities by establishing a state-of-the-art development and deliverycenter in Delhi NCR to showcase its solutions for Defense,Government, Infrastructure and Security verticals through extensive

demo rooms and a battle lab customized to Indian Defenserequirements. This facility will also be the Company's firstdevelopment and delivery center in North India.

The Company's total consolidated revenue for the year 2009-10 wasRs.15,326.7 million representing a growth of 11.6% (Rs.13,728.1million for the previous year ended June 30, 2009). The Net Profit afterprovision for taxation for the year ended June 30, 2010 was Rs.2,551.3million as against Rs.2,938.3 million, registering a year-on-year declineof 13.2% (the decline in net profit would be 5.2% excluding the one-time gain on FCCB buyback recorded in financial year 2008-09). Thebasic earnings-per-share for the year was Rs.15.84, computed byconsidering the weighted average number of shares outstanding duringthe year as per the provisions of 'Accounting Standard -AS-20' issuedby the Institute of Chartered Accountants of India.

The Company's net worth increased to Rs.16,091.2 million as onJune 30, 2010 from Rs.14,415.6 million in June 2009, reflecting the

also prepared its consolidated Accounts for the year ended June 30,2010 drawn under the International Financial Reporting Standards(IFRS), duly audited in accordance with International Standards onAuditing by M/s Grant Thornton, a leading InternationalAccounting firm.

As per the consolidated accounts drawn under IFRS, the Companyrecorded revenues of Rs.15,326.7 million for the financial yearended June 30, 2010, whilst the net profit after tax for the year wasRs.2,315.2 million.

The difference in the net profit as arrived under the GenerallyAccepted Accounting Practices in India, and net profit under IFRSwas Rs.236.1 million mainly on account of the following factors:variation in the method of accounting for depreciation/amortizationamounting to Rs.19.2 million; share based payments to employees(Rs.82.5 million); redemption premium payable on FCCBs(Rs.266.1 million) and deferred taxation Rs.93.3 million.

Your Directors are pleased to recommend dividend of Rs.3.25per share, increased from Rs.3.00 per share which was paid inthe previous year. The total quantum of dividend, if approvedby members, will be Rs.523.88 million, while Rs.88.68 millionwill be paid by the Company towards dividend tax andsurcharge on the same. Dividend in the hands of theshareholders will be tax-free.

The Register of Members and share transfer books will remainclosed from November 17, 2010 to November 24, 2010, both daysinclusive. The dividend will be paid to those shareholders whosenames appear on the Register of Members of the Company onNovember 24, 2010.

The Consolidated Financial Statements of the Company along withthose of its subsidiaries and joint venture company Shaw RoltaLimited prepared as per Accounting Standards AS-21 and AS-27 ofthe Institute of Chartered Accountants of India form part of theAnnual Report. The Ministry of Company Affairs, Government ofIndia, New Delhi has exempted the Company from the provisionscontained in sub-section (1) of Section 212 of the Companies Act,1956 and as such the Company is not required to attach thefinancial statements of its eleven subsidiaries to the Company'sAccounts for the year ended June 30, 2010. The ConsolidatedFinancial Statements also include a statement containing keyfinancial indicators separately for each subsidiary. The Accounts ofthe subsidiary companies will be made available to the investorsspecifically seeking such information at any point of time.

The particulars as prescribed under Section 217(1) (e) of theCompanies Act, 1956, regarding conservation of energy,technology absorption, foreign exchange earnings & outgo; read

Dividend

Financial Statements

Conservation of Energy, Technology Absorption, ForeignExchange Earnings & Outgo

70

(Rs. in millions)

Revenue 11,704.4 9,466.9Other Income 294.3 696.6

11,998.7 10,163.5Profit before depreciation & tax 6,594.2 5,908.6Less: Depreciation 2,594.2 1,792.4Profit before tax 4,000.0 4,116.2Less: Provision for tax 395.0 393.0Profit after tax 3,605.0 3,723.2Add: Balance of profit of earlier years 10,282.3 7,496.6Balance available for appropriation 13,887.3 11,219.8

Less : General Reserve 360.5 372.3Less : FCCB Redemption Reserve 1,380.0 --Less : Dividend 523.9 483.1Less : Tax on Dividend 87.0 82.1Balance carried to Balance Sheet 11,535.9 10,282.3

Revenue and Other Income

APPROPRIATIONS

StandaloneFinancial

Year endedJune 30, 2010 June 30, 2009

FinancialYear ended

with the Companies (Disclosure of Particulars in the Report ofBoard of Directors) Rules, 1988, are also annexed and form part ofthis report.

The year started with widespread global economic crisis andextreme risk aversion by customers, resulting in cut back oninvestment and recruitment.

According to NASSCOM, the industry will witness a bettergrowth, as the economic environment is now showing signs ofrecovery, led by growth in the core markets and supplemented bysignificant contributions from emerging markets. Growth driversinclude a thrust on platform BPO, Analytics, Finance & Accounting,Remote Infrastructure Management, ADM, and Cloud Services.The Indian IT-BPO Industry is expected to exceed US 70 billionin FY'11. This positive sentiment at the year end is buoyingdemand and growth across most businesses.

During the year, the Company launched state-of-the-art solutionsfor Geo-Imaging and Earth Science applications based on anexceptional combination of its existing repository of intellectualproperty and key technologies acquired at the source code level,from various companies worldwide. These solutions provide someof the most advanced Geo-Imaging and Photogrammetrycapabilities, and are being actively used for mission-criticalapplications, by hundreds of users, across the country.

The Company continues to maintain its leadership in the IndianDefense Geospatial market and has introduced many new solutionsfor Defense and Security, in partnership with various world leadersincluding, Thales, France, with whom the Company has a JointVenture Rolta Thales Limited. The Company, through acombination of its own IP, R&D and partner-technologies, providesfield-proven, hi-tech solutions for Defense, Homeland and

1According to the Annual Report 2009-10 of the Department ofInformation Technology, Ministry of Communications andInformation Technology, Government of India, the Indian softwareand services exports including ITeS-BPO are estimated at US $ 49.7billion (Rs.2,351 billion) in year 2009-10 as compared to US $ 47.1billion (Rs.2,162 billion) in year 2008-09, a 5.5% growth in dollarterms and 8.7% in rupee terms. There has been a marginal growth inthe exports of Software Products and Engineering Services, which isestimated to reach US $ 10 billion (Rs.473 billion) in year 2009-10from the level of US $ 9.6 billion (Rs.441 billion) in year 2008-09.The revenue from the domestic IT market (excluding hardware) isexpected to grow to about US $ 14 billion (Rs.662 billion) in year2009-10 as compared to US $ 12.8 billion (Rs.590 billion) in 2008-09,an anticipated growth of 9% in dollar terms and 12% in rupee terms.

$

2

Enterprise Geospatial and Defense Solutions (EGDS)

BUSINESS OPERATIONS OVERVIEW AND OUTLOOK

BUSINESS OUTLOOK

Maritime Security applications, e.g. Battlefield Management,Advanced Minefield Recording, Automated Change Detection,Ruggedized Mobile Surveillance, Coastal Automatic Identification,Maritime Security, Sensor Data Integration & Fusion, TacticalCommunications, Digital Soldier, Optronics including NightVision, Safe City, etc. These solutions are empowering the ArmedForces and Security Agencies in making our nation a safer place.With India looking to rapidly modernize its Defense & SecurityAgencies, the Company is very well positioned to address largeopportunities resulting from the significantly increased budgets forDefense, Homeland & Maritime Security.

The Company completed key acquisitions and integrated themin order to strengthen its solutions offerings. For example, theCompany added to its high-end consulting and systemsintegration credentials in the areas of Electric Utilities, Telecom,Water and Gas, through the acquisition of OneGIS, Inc., USA.This acquisition also added to the Company's IP and expanded

the Rolta Geospatial Fusion solution by adding a unique mobileinterface to the same which enhances productivity bysynchronizing data between office and field workforce for theUtilities and Telecom segment. The Company has won and

executed major contracts for Geospatial Fusion solutions invaried vertical segments in markets in India, North America, theMiddle East and Africa. The Company's customers have even won

awards for Geospatial Fusion based GIS portal applications.

The Company also acquired perpetual rights to the completeportfolio of PCI's Geo-Imaging technologies, including sourcecode, design and software architecture. PCI, Canada, is a marketleader in the Geo-Imaging segment, with an installed base coveringhundreds of customers in India, and over 21,000 licenses in morethan 135 countries world-wide. In combination with Rolta's ownofferings in photogrammetric mapping and related applications, theCompany now offers world-class solutions for processing stereo andmono satellite imagery in areas such as environmental modeling,forestry and natural resources, emergency planning andmanagement, agriculture, security and defense.

The Company signed a formal MOU with Central Board ofSecondary Education (CBSE) as the Resource Partner, for providingVocational Courses on Geospatial Technology to XI and XIIstandard students. Under this MOU, Rolta will provide technicalassistance, develop and create the curriculum, and also impartadvanced training to CBSE teachers across the country. As a part ofthe curriculum, Rolta will provide to all CBSE Schools RoltaGeomatica, one of the world's best geospatial technologies. Oncecompleted, this roll out will potentially benefit over 11,000 schools.

The Company continues to further develop and enhance its

innovative solutions for plant operations. The Rolta OneView

TM

TM

TM

TM

Rolta

Rolta

Enterprise Design & Operation Solutions (EDOS)

solution has been deployed at large refining facilities in USA,Europe and South Africa and well received in other markets, such asin the middle-east and India. It enables Owner-Operatorsthroughout the process and power industries to view plantoperations as one fully connected ecosystem and providesoperational and reliability excellence. The Company is alsoengaged in expanding this solution to address up-stream operationsin the Oil sector. Similarly, the Company is building solutionframeworks for other verticals such as Power and Petrochemicals.

The Company has received key orders for sophisticatedengineering services from organizations in diverse sectors includingnuclear power, space research and oil refining. For example, theCompany is executing a prestigious engineering design project for asignificant nuclear reactor system of international importance. TheCompany believes that this project is one of the first of its kind,internationally, being unique and technically complex. Similarly,the Company is working on a demanding engineering and designproject, involving cutting-edge cryogenic technologies, for apremier scientific organization of the Indian Government.

Shaw Rolta Ltd. (SWRL), the Company's JV with The Shaw GroupInc., USA continues to make steady progress and is executingintricate projects for customers worldwide. During the year, SWRLsuccessfully executed a project for setting up one of the world'slargest ethylene plants for a major International Oil company.

Rolta continues to strengthen and build its EITS portfolio andcapabilities and the company is serving global markets providingconsulting & technology services in ERP, SOA, BI & EPM arenas toaddress end-to-end solutions.

The business group is also focused on developing and upgradingthe Company's IP to enhance the value proposition to ourcustomers, and strengthen our standing in the market by offeringunique technological approaches as detailed in the R&D section ofthis Report.

The Company is a Platinum Partner for Oracle and its innovativeand high performance BI solutions have been duly acknowledgedmaking it a premier go-to partner in key utility sectors, like energy.Recently the Company was awarded its 7th Oracle Titan Award, inrecognition of its excellence in solving real-world customerchallenges and for their development and deployment of Oracletechnology. Additionally, in partnerships and close relationshipswith other world leaders like Microsoft, ESRI, Intergraph and CA,the Company brings rich experience and expertise to helpcustomers achieve their IT goals.

The Ministry of Corporate Affairs, has released a set of voluntaryguidelines on Corporate Social Responsibility (CSR) in December2009. The Company is proactively practicing the guidelines laid down.

Enterprise IT Solutions (EITS)

CORPORATE SOCIAL RESPONSIBILITY

Some of the activities carried out by the Company as a part of its CSRinitiatives are briefly described separately in the Annual Report.

Rolta continues to be committed to good corporate governancealigned with the best practices. It has complied with all thestandards set out by SEBI and the Stock Exchanges.

A separate Report on Corporate Governance along with Auditors'Certificate on compliance with the conditions of CorporateGovernance as per Clause 49 of the Listing Agreement with theStock Exchanges is provided as a part of this Annual Report,besides the Management Discussion and Analysis, RiskManagement and Shareholders Information also form an integralpart of this Annual Report.

Rolta has established connectivity with the NSDL and CDSLdepositories in India to provide prompt transfer and demat services.

Rolta accords high priority to the dissemination of information toinvestors by posting its Annual Report, Quarterly Results, and PressReleases on its website. The Company has initiated variousinvestor friendly measures as elaborated elsewhere in thisAnnual Report.

Rolta has a vibrant work atmosphere and has been able to face thechallenges of the economic downturn with fortitude. It continuesto be an employer of choice across geographies and continues toattract talent from globally reputed organizations. We are happy toreport that Rolta continues to be recognized as employer of choiceby our employees and industry surveys. In the DataQuest BestEmployer Survey for the year 2010, Rolta has been ranked at the1st position in Managing Slowdown, 2nd position in the PreferredEmployer, 3rd in Employee satisfaction and 4th position in overallranking in the IT sector.

The Company has an Employee Stock Option Plan in accordancewith the guidelines issued by SEBI. The company has currently thefollowing approved plans of stock options: ESOP 2005, ESOP2007, ESOP 2008 and ESOP 2009. The details of the optionsgranted and outstanding up to June 30, 2010, as required by clause12 of the SEBI (Employees Stock Option Scheme and EmployeesStock Purchase Scheme) Guidelines, 1999, are set out in theAnnexure to this Report.

Rolta is presenting the abridged accounts under section 219 ofthe Companies Act 1956, Pursuant to the rules and forms readwith section 219 of the Companies Act 1956 and in terms ofthe provisions of section 217(2A) of the Companies Act 1956,read with the Companies ( Particulars of Employees ) Rules,1975 as amended, the names and other particulars of theemployees are required to be set out in the annexure to the

The Company has achieved dematerialization of 98.00 % of itsequity shares held in the electronic mode with NSDL and CDSL.

also

CORPORATE GOVERNANCE

HUMAN RESOURCES

PARTICULARS OF EMPLOYEES

73721http://www.mit.gov.in/sites/upload_files/dit/files/annualreport2009-10_0.pdf2 http://www.nasscom.in/Nasscom/templates/NormalPage.aspx?id=59704

Directors' Report. However, as per provisions of Section219(1)(b)(iv) of the said Act, the annual report excluding theaforesaid information is being sent to all the members of theCompany and others entitled thereto. Any member interestedin obtaining such particulars may write to the CompanySecretary at the registered office of the Company.

As required by Section 217 (2AA) of the Companies Act 1956 yourDirectors confirm that;

In the preparation of the annual accounts, the applicable accountingstandards have been followed along with proper explanationsregarding material departures, if any.

The Directors had selected such accounting policies and appliedthem consistently, and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year 2009-10and of the profit of the Company for that financial year.

The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with theprovisions of this Act, for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities.

The Directors have prepared the Annual Accounts on a 'goingconcern basis'.

The Company has adequate internal systems and controls in placeto ensure compliance of laws applicable to the Company.

The Company has not accepted any deposits and, as such, noamount of principal or interest was outstanding on the date of theBalance Sheet.

Pursuant to the provisions of Section 205A (5) of the CompaniesAct, 1956, the dividends declared by the Company on equityshares, which have remained unclaimed for a period of seven years,have been transferred by the Company to the Investor Educationand Protection Fund (IEPF) established by the Central Governmentpursuant to Section 205C of the said Act, last such unclaimedDividend amount of Rs 1,25,02,675 for the financial year 2001 wastransferred on August 05, 2009. The unclaimed Dividend amountfor the next financial year 2002-03 (eighteen months period), willbe transferred in the month of February 2011.

The Board of Directors of the Company is broad based andcomprises of individuals drawn from various fields. In terms of theCorporate Governance norms the Board of the Company

DIRECTORS' RESPONSIBILITY STATEMENT

FIXED DEPOSITS

TRANSFER OF UNCLAIMED AMOUNTS TO IEPF

DIRECTORS

comprises of 12 Directors, six of whom are Independent Directors.In accordance with the provisions of the Companies Act, 1956 andthe Company's Articles of Association, Dr. Aditya K. Singh, Mr. R.R. Kumar and Lt. Gen. J. S. Dhillon (Retd.) retire by rotation inthe forthcoming Annual General Meeting. Being eligible, Mr. R. R.Kumar and Lt. Gen. J. S. Dhillon (Retd.) offered themselves forre-appointment Dr. Aditya K. Singh stepped down from theposition of Joint Managing Director w.e.f 1st , 2010

The Board has been strengthened by the appointment of AdditionalDirector viz. Mr. T. C. Venkat Subramanian w.e.f. 1st November,2010, whose appointment requires the approval of the members atthe ensuing Annual General Meeting. Mr. Subramanianholds a Bachelor's degree in Engineering and is a certified associateof Indian Institute of Bankers. He has over 37 years of professionalexperience in the financial sector having worked in Bank ofIndia Mr. Subramanian

Chairman and ManagingDirector of Export-Import Bank of India (EXIM Bank of India).

The Auditors of the Company, M/s Khandelwal Jain & Co.Chartered Accountants, retire at the ensuing Annual GeneralMeeting and have confirmed their eligibility and willingness toaccept office, if re-appointed.

Your Directors thank all the shareholders, customers, vendors, otherbusiness partners, Joint Venture partners The Shaw Group Inc, USA,M/s Thales group, France and banks for the support extended bythem. We also thank the Central Government, the concerned StateGovernments, and other Government authorities for their support.

Your Directors also wish to place on record their appreciation ofthe contribution made by ROLTAites at all levels but for whosehard work, solidarity and support your Company's consistentgrowth would not have been possible.

.. February and

also did not offer himself for re-appointment due to his other pre-occupation. The Board placed on record it's deep appreciation forthe valuable services rendered by Dr. Aditya K. Singh during histenure of service with the Company.

Venkat

EXIM, since its inception in 1982. Venkat retired

in October 2009 after 8½ years as

AUDITORS

ACKNOWLEDGMENTS

For and on behalf of the Board of Directors,

MumbaiOctober 25, 2010 Chairman & Managing Director

Kamal K Singh

��

Annexure I to Directors' Report

A. CONSERVATION OF ENERGY

B. RESEARCH & DEVELOPMENT (R&D)

In view of the nature of activities that are being carried on by the

Company, Rules 2A and 2B of the Companies (Disclosure of

Particulars in the Report of the Board of Directors) Rules, 1988

concerning conservation of energy are not applicable to the

Company. Rolta being an IT Company requires minimal energy

consumption and does not use motive power. However, every effort

is made to ensure that energy efficient equipment is used to avoid

wastage and conserve energy, as far as possible.

Rolta iPerspective™ technology quickly adapts existing systems for

business users and applications to access standard service interfaces,

including Simple Object Access Protocol (SOAP) and

Representational State Transfer (REST). Services are created

Rolta has been continually developing modern innovative solutions,

based on its own IP and technologies from its partners, which have

brought ever increasing value to the stakeholders. In recent years, the

Company has made concerted efforts and large investments to

establish dedicated research and development centers for building its

own intellectual property for creating solutions that are world-class

and stand out for their uniquely innovative approach to addressing

enterprise-level decision support needs of various vertical segments in

Government Defense, Homeland Security Utilities, Telecom,

Transportation, Oil & Gas industries.

Rolta has established R&D Centers in Mumbai, and at its wholly

owned subsidiaries in Chicago, Denver, Atlanta and Toronto.

Ministry of Science & Technology of the Government of India has

accorded recognition to Rolta's in-house R&D facilities. Rolta's

R&D Teams are working on numerous exciting projects and a few

examples of solutions and technologies developed by Rolta's R&D

are given below.

Rolta R&D has successfully harnessed the power of Service

Oriented Architecture (SOA) to develop a unique approach that

optimally combines elements of IT infrastructure with business

requirements to create seamless web services (WS) and redefine the

traditional concepts for Enterprise Integration. In SOA, clients

access application servers and diverse platforms through standard

protocols and data formats without needing to know or change the

code or coding language. Also it opens up new avenues for enabling

Cloud based products and Services for the company

through the simple point-and-click interface that deploys new or

existing business applications or prototyping tools quickly.

iPerspective is a technology that offers a very unique suite of

software Packs to create and manage SOA services. By creating a

standard, secure conduit to data sources, iPerspective™

Database Pack generates and manages files needed to expose tables,

views, packages, procedures, functions as web services.

iPerspective™ SAP Pack allows user to expose SAP function

modules as Web Services.

By using iPerspective™, companies will be able to spend less

money on multiple systems that carry the same data, and invest in

one software that will create reusable services from the software

already being utilized by the company. iPerspective™ has

been created to simplify creating web services. Therefore the

integration of data and processes for standard, business-focused

services is a simple and fast process that shows immediate results.

This patent pending technology allows users to issue any

authorized query of one or more gateways, through the business

services consumer application. This capability provides a versatile,

yet secure way for business applications to call one another without

having to specify the exact nature of queries to be used up front.

Spatial integration is achieved through a robust administrative engine.

Business systems integration is achieved through the rapid creation of

SOA web services via our iPerspective software. These high-

impact solutions complement traditional data warehouse systems by

eliminating data redundancy and accessing information from

enterprise systems whenever it's required. Geospatial Fusion

Solution has the power to bring information together from various

systems, without the need for transformation.

The configuration capability of Geospatial Fusion supports a

rapid prototyping approach that provides immediate results

through incremental development. The Geospatial Fusion

framework configures quickly and combines the capabilities of

available commercial GIS and business systems with 's unique

integration technologies, ensuring rapid deployment.

Rolta OnPoint™ suite allows users to publish their GIS data quickly

and securely over the web and connect to any spatial and non

spatial data throughout their organization, turning their web-GIS

into a true enterprise solution.

TM

Rolta

Rolta

Rolta

Rolta

Rolta Geospatial Fusion™ integrates disparate systems using

seamless configuration techniques, cutting down costs and

development time in the process.

Rolta ™

Rolta

Rolta

Rolta

7574

Rolta OneView™ is a web-based business intelligence application

which empowers personnel in the process and power industries to

make on-time decisions at all levels of the organization. Rolta

OneView provides an innovative platform to improve overall

performance and operational effectiveness by aligning the work-

process efforts of personnel with the specific goals of the business. By

creating a holistic center from which collaborative decision making

can take place, Rolta OneView™ lowers organizational risk and

establishes a cross-functional paradigm shift that unites diverse users

around one view of their business.

Rolta OneView™, the business intelligence application for

process and power industries has evolved further over the past

year. The application provides comprehensive scorecards for the

operations and asset management areas that allow personnel from

the CEO to the Divisional Manager level to be able to make

collaborative and right decisions at the right time. The score card

provides net cost and losses in production which has been a pain

area for the industries for a long time. The work processes helps

the organizations to move away from manual and individual based

data management to a process based central data management.

Rolta ™

To automate accurate data collection, connectors have been

developed for leading systems in the industry. This includes the

asset management system Maximo, process historians Exaquantum

from Yokogawa and Aspen IP21 besides the standard database, flat

file and spreadsheet data sources. Data integrity and proper

aggregation are assured and SOA capability is provided through

iPerspective solution.

Our innovative Shutdown Cost Control BI solution for Energy

Industries has won Year 2010 Oracle Titan Award.

Rolta Photogrammetry Suite for photogrammetric mapping and

processing of aerial and satellite imagery is continually enhanced to

support new satellites and also to improve productivity of users. R&D

efforts are on to triangulate large strips and blocks of high resolution

satellite images to model large areas for precise 3-D map compilation.

Rolta Geo-Imaging Suite is being developed to exploit a wide range

of images, captured from active and passive satellite sensors. Rolta

is investing in R&D on Rolta Geo-Imaging Accelerator, that is a

high powered image processing system which combines the power

and precision of Graphical Processing Units (GPUs) and multi-core

processors, to provide the means to take imagery from raw to final

product faster than ever before.

Rolta GeoConference is a new technology in development that will

help decision makers exchanging geospatial information in real

time. The technology involves hosting interactive geospatial

teleconferences, linking clients in remote locations and facilitating

connections to geospatial databases. The benefits of such a

Geographic conferencing are to exchange information in real-time

and secure distribution of geospatial data without replication.

Rolta Advanced Change Detection Solution is built with intelligent &

sophisticated image analysis and machine learning technology to

perform change detection and extract those changes from multi-

temporal & multi-spectral satellite and aerial images.

Rolta Geospatial suite development includes development of

advanced & efficient 3D Terrain visualization and Fly-through

techniques. There is ongoing R&D in developing modern

technologies to build solutions that equip Defense users to take

advantage of GIS in solving their geospatial requirements. 's

R&D Centers are engaged in developing solutions that leverage 's

IP for various vertical segments in Govt., Telecom, Utilities,

Transportation, Oil & Gas, Power, Pertochemicals etc.

Rolta

Rolta

C. FOREIGN EXCHANGE EARNINGS & OUTGO

The information on foreign exchange earnings and outgo is contained in the notes to the accounts

(Rs. in lacs)5. Expenditure on R&D

��

Annexure II to the Report of the Directors

Statement as at June 30, 2010, pursuant to Clause 12 (Disclosure in the Directors' Report) of the Securities Exchange Board of India(Employee Stock Option Scheme) Guidelines, 1999.

Options exercised

Total number ofOrdinary sharesarising out of theOptions

Options lapsed

2,24,913

449,846 (incl bonusshares)

260,750 options havelapsed consequent uponthe cessation ofemployment of theallottees.

Nil.

Nil.

225,000 options havelapsed consequent uponthe cessation ofemployment of thegrantees and 1,065,000options have beensurrendered bygrantees..

Nil.

Nil.

150,000 and 95,000options out of grantsmade on April 30, 2008and June 27, 2008respectively have lapsedconsequent upon thecessation ofemployment of thegrantees. 125,000,125,000, 100,000 and1,347,500 options havebeen surrendered bygrantees out of optionsgranted respectively onJuly 23, 2007, January31, 2008, April 30, 2008and June 27, 2008.

Nil.

Nil.

1,20,000 options havebeen surrendered bygrantees out of optionsgranted

Nil.

Nil.

59,500 and 20,000options out of grantsmade onAugust 10, 2009 andJanuary 29, 2010respectively havelapsed consequentupon the cessation ofemployment of thegrantees.

Pricing formula Options have beengranted at the closingmarket price of theEquity shares of theCompany on the StockExchange, Mumbai, onthe date of grant ofoptions (24-04-2006).

Options have beengranted at the closingmarket price of theEquity shares of theCompany on the StockExchange, Mumbai, onthe date of grant ofoptions (24-04-2007).

Options have beengranted at the closingmarket price of theEquity shares of theCompany on the StockExchange, Mumbai inthe case of a) above andNational StockExchange in the case ofb), c) and d) above onthe respective dates ofgrant of options.

Options have beengranted at the closingmarket price of theEquity shares of theCompany on the StockExchange, Mumbai, onthe date of grant ofoptions (03.11.2008).

Options have beengranted at the closingmarket price of theEquity shares of theCompany on theNational StockExchange, Mumbai, onthe respective dates ofgrant of options..

b)

Options vested 624,875 options havevested in three tranchessince the grant ofoptions.

679,375 options havevested in two tranchessince the grant ofoptions.

31,500 options vestedsince the grant ofoptions.

Nil. Nil.c)

d)

e)

f)

7776

Options granted 852,500 optionsgranted by theCompany onApril 24, 2006 at theexercise price ofRs.252.30 per share.(Rs.126.15 ex-bonus)

1,427,500 optionsgranted by theCompany onApril 24, 2007 at theexercise price ofRs.419.70 per share(Rs.209.85 ex-bonus)

a) 1,25,000 options atRs 481.45 (Rs.240.73ex- bonus) per share onJuly 23, 2007,b)1,25,000 options atRs.232.15 per share onJanuary 31, 2008,c) 3,00,000 options atRs.339.35 on April 30,2008 andd)14,55,500 options atRs.261.75 per share onJune 27, 2008 grantedby the Company.

1,20,000 optionsgranted by theCompany onNovember 03, 2008 atthe exercise price ofRs.191.70 per share

a) 5,989,500 options atRs.145.15 per share onAugust 10, 2009,b)15,000 options atRs.174.15 per share onOctober 06, 2009 andc) 120,000 options atRs.204.70 on January29, 2010 were grantedby the Company.

a)

ESOP GrantFY 2009-10



ESOP Grant-FY 2006-07

ESOP GrantFY-2005-06

Description

a

a. Capital 3858.47 2511.84

b. Revenue 6502.87 5170.26

c. Total 10361.34 7682.10

d. Total R&D expenditure as a percentage of total turnover 6.8% 5.6%

Year ended Year endedJune 30, 200June 30, 2010 9

��

Rs.22.22

ESOP GrantOctober 06,2009

Rs174.1582.56

ESOP- October 20097.25%4.25%

55.51%2.41%174.15

ESOP GrantAugust 10,2009

Rs145.1566.38

ESOP- August 20097.25 %

4.2555.43%2.41 %145.15

Weighted averageexercise price

Weighted Average Fairvalue ofOption

ESOP GrantJanuary 29,2010

Rs204.7099.56

ESOP- January 20107.25%4.25%

55.41%2.41%204.70

Diluted Earning Per Share(EPS) calculated in accordance with AccountingStandard 20 issued by ICAI for the year ended June 30,2010.

Weighted average exercise price and weightedaverage fair values of options granted during theyear whose exercise price equals market price ofstock on the grant date (There are no optionsgranted whose exercise price either exceeds orless than the market price of the stock)

A description of method and significant assumptions used during the year to estimate the fair value of options granted during the year The fair value of optionshas been calculated by using Black Scholes' Method. The assumptions used in the above are

1 Risk free interest rate2 Expected Average Life of Options3 Expected Volatility based on daily closing market price4 Expected Dividend Yield5 The price of underlying share in the market at the time of grant

k)

m)

n)

The Company has calculated the employee cost using the intrinsicvalue method of accounting to account for Employee Optionsgranted in 2006, 2007, 2008, 2009 and 2010. The stock basedcompensation cost as per the intrinsic value method for the yearended June 30, 2010 is Nil.

i) Method of calculation of employee compensation costl)

ii) Difference between the employee compensation cost so computed at (i) above andthe employee compensation cost that shall have been recognized if fair value ofoptions had been used

iii) The impact of the difference on profits and EPS of the Company for the Year endedJune 30,2010 had fair value of options had been used for accounting EmployeeOptions

Rs.271.97 lacs

Profit After Tax As reported 36050.32

Add: Difference in Fair Value compensation cost 271.97

Adjusted Profit After Tax 36322.29

As reported 22.38

As adjusted 22.55

As reported 22.22

As adjusted 22.39

Rs in lacs

Earning per Share in Rs

Basic

Diluted

7978

iii) Identifiedemployees, whowere grantedoptions, duringany one year,equal to orexceeding 1%of the issuedcapital(excludingoutstandingwarrants andconversions) ofthe Company atthe time of thegrant.

Nil Nil Nil Nil Nil

Total number ofOptions in force

i) Details of Optionsgranted to seniormanagerialpersonnel duringthe FY

366,838 137,500 63,000 Nil 6,045,000

ii) Any otheremployee whoreceives in anyone year of grantof optionamounting to5% or more ofoptions grantedduring that year

Nil Nil Nil Nil Nil

Money realized byexercise of the Options

56,745,549.90 Nil Nil Nil Nilh)

i)

- - - - Details in Appendixj)






DescriptionESOP GrantFY 2009-10





Description

Variations of termsof Options

In April 2007 terms ofoptions were changed asfollows:1) 50% of options were

made exercisable atthe end of 2 yearsinstead of 25%

2) Exercise periodincreased from 1 yearto 3 years from thedate of vesting

3) In the case of deathof a grantee , alloptions granted shallvest immediately onsuch death to beexercised by his/herlegal heirs.

4) In case of permanent5) Incapacitation of

grantee, all optionsgranted shall vestimmediately on suchincapacitation.

6) In the event of anychange of control ofthe Company ,aprovision has beenmade for acceleratingthe vesting/exerciseperiod in certain casesunder the Scheme.

In June 2009 terms ofoptions were changed asfollows:An enabling provision wasmade in the terms of thePlan for voluntarysurrender of vested andunvested options by thegrantees at any timeduring their employmentwith the company with aprovision for reissue ofsurrendered options.

In June 2009 terms ofoptions were changed asfollows:An enabling provisionwas made in the terms ofthe Plan for voluntarysurrender of vested andunvested options by thegrantees at any timeduring their employmentwith the company with aprovision for reissue ofsurrendered options.

In June 2009 terms ofoptions were changed asfollows:An enabling provisionwas made in the terms ofthe Plan for voluntarysurrender of vested andunvested options by thegrantees at any timeduring their employmentwith the company with aprovision for reissue ofsurrendered options.

Nilg)

Appendix to Annexure II-List of Senior Management Personnel to whom stock options were granted during the year.

Sr.No Name Designation Grant In FY 2009-101 Mr. A. D. Tayal Joint Managing Director 600,0002 Mr. A. P. Singh Joint Managing Director 325,0003 Mr. Benedict A. Eazzetta Director & President International Operations 800,0004 Mr. Hiranya Ashar Director Finance & CFO 225,0005 Mr. Santhosh George President 100,0006 Mr. Bradley Brown Chief Technology Officer-Rolta International Inc 125,0007 Mr. Safik Jiwani Chief Operating Officer-Rolta Canada Ltd 125,0008 Mr. Richard Niemiec President - TUSC 125,0009 Mr. John Sasser President Middle East Operation 75,00010 Mr. Tim Mahoney President-European Operations 10,00011 Mr. S. K. Shirguppi Director- Operations 80,00012 Dr. S. R. Bhot Director- Operations 70,00013 Mr. Vinay K. Sawarkar Director- Operations 75,00014 Mr. P.P S Bhandari Director- Operations 50,00015 Mr. Laxmidhar V Gaopande Director- Operations 50,00016 Mr. Karl Seil Director- Operations 10,00017 Mr. Bob Britton Director- Operations 50,00018 Mr. Jagadeesh K Math Director- Operations 20,000

On Corporate Social Responsibility (CSR), Peter Drucker, the fatherof modern management stated, “One is responsible for one's impact,whether they are intended or not. This is the first rule.”

At Rolta, this is the basic tenet and founding principle for all ourCSR activities. The Company understands that just as everyindividual impacts society, so does every corporate entity - andmore so, because of its size and extent.

Social responsibilities are of two types. They may emerge out ofsocial impacts of the corporate or they may arise out of theproblems of the society itself. The first deals with what acompany does to society and the second is concerned with whata company can do for society.

Since every company can exist only within a socialenvironment, it is indeed an organ of society and as such socialproblems will affect a company. At Rolta, this philosophy isunderstood very well and has taken numerous steps to fulfill itsCorporate Social Responsibility.

Of the many challenges that our society faces, Rolta has takenmajor steps to address challenges in the field of Education,Health and Social Upliftment across the economicallychallenged sections of the society.

Rolta is involved directly and indirectly (through othercharitable trusts) in these activities. It has ensured that theactivities undertaken and the consequent donations made areput to good use and follows up on the end result of theinitiative. Significant amounts have been donated to variouscharitable organizations in the matter of providing educationalfacilities, medical facilities and improving the well-being andgeneral care of orphans, physically challenged and economicallychallenged children.

Today, India needs a large number of professionals who are adeptat understanding and harnessing Geospatial Technology forsuccessfully designing and implementing nation buildingprograms. As a part of its vision for education sector and toprovide employment for a large number of youth in the country,the Min. of Human Resource Dev., Govt of India has initiated anew Vocational Training course in Geospatial Technology. To be apart of this vision for educational reforms in India, Rolta haspartnered with Central Board of Secondary Education (CBSE) asthe Resource Partner, for providing this Geospatial TechnologyVocation Course, for XI & XII standard students. Rolta will providetechnical assistance, develop and create the curriculum, and alsoimpart advanced training to CBSE teachers across India.

As part of the curriculum, Rolta will provide Rolta Geomatica,one of the world’s best Geospatial Technology products,through which Indian students will be able to acquire better

understanding of the practical aspect of GeospatialTechnologies, while teaching them real-life applications forovercoming real-world challenges. Potentially there are about11,000 CBSE schools who may want to introduce this courseand Rolta is pleased to commit 11,000 software licenses of RoltaGeomatica. This is a potential donation of Rs. 165 Crores atcurrent license costs, and Rolta will work together with CBSE toprovide this at almost no cost.

Rolta has donated critical funds required by the SV Institute ofMedical Sciences (SVIMS) a medical wing of the TirumalaTirupati Devasthanam (TTD), for the “Rolta Oncology Block”for the latest treatment of Cancer patients. Another donationhas been made to the “BIRRD” medical wing, for infrastructuralfacilities for providing medical assistance to thousands ofpatients on daily basis.

A fully equipped Digital Library has been provided to the SriSiddhivinayak Temple Trust, Mumbai where thousands of studentsare taking advantage of study material placed in the Library. Roltahas donated computers and other IT networking systems forsetting up this Also, substantial financialassistance has been provided for establishing a diagnostic centerwith latest equipment and infrastructure facilities. This center willserve people from all parts of the country.

A mobile workshop and ambulance bus has been provided tothe Sri. Bhagwan Mahaveer Viklang Sahayata Samiti, Jaipur.This bus is fully equipped with machinery and necessaryapparatus required for manufacturing artificial limbs andtravels right up to the borders of the country, where ourJawans and other Civilians are provided on the spotattendance in the making of artificial limbs and fitting thesame. This service gives confidence and new lease of life tophysically challenged persons.

Rolta has provided assistance in the form of computer lab toShri C. B. Gupta Vidyapeeth, Aligarh Mathura Road – UP, totrain students of the college in the use of computers.

Despite having undertaken these activities, Rolta understands thatthere is still so much more to do and much more that can be done.

Rolta is committed to continue to work relentlessly, to ensureimprovement of general health, spread of non-formal educationamong all members in the community and the upliftment of theunderprivileged strata of society.

“ROLTA Library”.

Assistance has been provided to the Blind Association of India,Mumbai for catering to the medical needs of its blind anddestitute students. Rolta has also provided computer systems fortraining the students and helping them secure their future.

��

80

��

To,

The Board of Directors

We have audited the attached Consolidated Balance Sheet of

Rolta India Ltd. (the Company) and its subsidiaries

(collectively, 'the Group') as at 30th June, 2010, and also the

Consolidated Profit and Loss Account and the Consolidated

Cash Flow Statement for the year ended on that date annexed

thereto. These financial statements are the responsibility of the

Company's Management. Our responsibility is to express an

opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing

standards generally accepted in India. Those Standards require

that we plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free of

material misstatement. An audit includes examining, on a test

basis, evidence supporting the amounts and disclosures in the

financial statements. An audit also includes assessing the

accounting principles used and significant estimates made by

management, as well as evaluating the overall financial

statement presentation. We believe that our audit provides a

reasonable basis of our opinion.

We did not audit the financial statements of Rolta International

Inc. USA and its subsidiaries whose financial statements reflect

total assets of Rs.395.94 crores as at 30th June 2010, total

revenue of Rs. 288.07 crores & cash outflow of Rs.5.07 crores

for the year ended 30th June, 2010 and the financial statements

of Rolta UK Ltd, Rolta Saudi Arabia Ltd., Rolta Middle East FZ

LLC, UAE, whose financial statements reflect total assets of

Rs.2.73 crores as at 31st March 2010, total revenue of Rs.

107.39 crores & cash inflow of Rs.2.04 crores for the year ended

31st March, 2010. These financial statements and other

financial information have been audited by other auditors

whose reports have been furnished to us, and our opinion is

based solely on the report of other auditors.

We report that the Consolidated Financial Statements have been

prepared by the Management of the Company in accordance

with the requirements of Accounting Standard 21 (AS) 21.

"Consolidated Financial Statements" and Accounting Standard 27

ROLTA INDIA LIMITED

(AS-27), "Financial Reporting of Interests in Joint Ventures" issued

by the Institute of Chartered Accountants of India.

Based on our audit and on consideration of reports of other

auditors on separate financial statements and on the other

financial information of the components, and to the best of our

information and according to the explanations given to us, we

are of the opinion that the attached Consolidated Financial

Statements give a true and fair view in conformity with the

accounting principles generally accepted in India:

a) in the case of the Consolidated Balance Sheet, of the state

of affairs of the Group as at 30th June, 2010;

b) in the case of the Consolidated Profit and Loss Account, of

the profit for the year ended on that date; and

c) in the case of the Consolidated Cash Flow Statement, of

the cash flows for the year ended on that date.

For

Firm Registration No.105049W

Membership No. 104180

Place: MumbaiDate: August 10, 2010

Khandelwal Jain & Co.Chartered Accountants

Shivratan AgarwalPartner

81

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Schedules 30th June 2010 30th June 2009

SOURCES OF FUNDS

APPLICATION OF FUNDS

Shareholders' Funds

Loan Funds

Deferred Tax LiabilityMinority interest

29,105,473,348 24,869,908,553

Fixed Assets

Goodwill ConsolidationInvestmentsForeign Currency Monetary ItemTranslation Difference AccountDeferred Tax AssetsCurrent Assets, Loans And Advances

Less : Current Liabilities And ProvisionsNet Current AssetsTotal 29,105,473,348 24,869,908,553Significant Accounting PoliciesAnd Notes To Accounts

Share Capital A 1,611,948,160 1,610,066,150Reserves& Surplus B 14,479,253,626 12,805,565,539

16,091,201,786 14,415,631,689

Secured Loans C 7,085,871,247 3,858,311,221Unsecured Loan D 5,501,657,377 6,109,037,181

424,175,711 478,949,5742,567,227 7,978,888

EGross Block 21,594,004,548 16,518,105,140Less: Depreciation / Amortisation 5,014,214,609 4,047,484,069Net Block 16,579,789,939 12,470,621,071Add: Capital Work In Progress 2,428,457,430 2,793,142,947

19,008,247,369 15,263,764,0182,960,507,340 3,009,800,561

F 550,971,805 354,171,135

44,232,267 174,075,62371,078,193 72,177,642

a) Inventories G 38,774,295 104,523,579b) Sundry Debtors H 6,247,867,130 5,950,948,316c) Cash & Bank Balances I 503,501,952 1,375,760,604d) Other current assets J 197,007,144 136,175,453e) Loans & Advances K 1,834,099,283 1,168,713,608

8,821,249,804 8,736,121,560L 2,350,813,430 2,740,201,986

6,470,436,374 5,995,919,574

R

Schedules

INCOME

EXPENDITURE

Sale of IT Solutions & Services 15,326,704,454 13,728,128,951Other Income M 279,282,518 690,437,400

Material & Subcontracting Cost N 2,920,178,489 2,149,803,940Manpower cost O 4,993,628,563 5,304,801,790Other expenses P 1,642,663,141 1,638,262,457Interest Q 418,968,270 125,837,443Depreciation / Amortisation E 2,679,103,180 1,867,124,318

2,951,445,329 3,332,736,403Less : Provision For Taxation (Refer Note No 7 of schedule R) 405,523,720 401,849,359

2,545,921,609 2,930,887,044Add : Minority Share in Losses 5,411,660 7,382,482

Add : Balance brought forward from previous year 8,203,409,511 6,223,202,372

FCCB Redemption Reserve (Refer Note No. 10.d of Schedule R) 1,380,000,000 -Dividend Paid 42,372 111,605Proposed Dividend 523,883,152 483,019,845Income Tax on Proposed / Paid Dividend 88,678,519 86,356,941Transfer to General Reserve 366,753,236 388,573,996

Basic 15.84 18.25Diluted 15.72 18.21(Refer Note No 13 of Schedule R)

R

Total 15,605,986,972 14,418,566,351

Total 12,654,541,643 11,085,829,948Profit Before Tax

Profit After Tax

Profit For The Year 2,551,333,269 2,938,269,526

Balance Available For Appropriation 10,754,742,780 9,161,471,898Appropriations

Balance carried to balance sheet 8,395,385,501 8,203,409,511Earnings Per Share ( equity shares,par value Rs.10 each)

Significant Accounting PoliciesAnd Notes To Accounts

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30th June 2010 30th June 2009

8382

The Schedules referred to above and the notes thereon form an integral part of the Balance SheetThis is the Balance Sheet referred to in our report of even date

For and on behalf of Board of DirectorsForChartered Accountants

Partner Chairman & Managing Director Director DirectorM.No.104180

Jt. Managing Director Director - Finance &Chief Financial Officer

Mumbai,Date: August 10, 2010 Date: August 10, 2010Mumbai,

Khandelwal Jain & Co.

Shivratan Agarwal K K Singh R.R.Kumar K.R.Modi

Atul D. Tayal Hiranya Ashar Dharmesh DesaiExecutive Vice President

Legal & Company Secretary

The Schedules referred to above and the notes thereon form an integral part of the Profit and Loss AccountThis is the Profit & Loss Account referred to in our report of even date




Mumbai,Date: August 10, 2010 Date: August 10, 2010Mumbai,





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SCHEDULE - A

SCHEDULE - B

SCHEDULE - C

SCHEDULE - D

SHARE CAPITAL

RESERVES AND SURPLUS

Authorised :

1,611,948,160 1,610,066,150

14,479,253,626 12,805,565,539

SECURED LOANS

7,085,871,247 3,858,311,221

UNSECURED LOANS

5,501,657,377 6,109,037,181

250,000,000 (Previous Year 250,000,000) Equity Shares of Rs.10 each 2,500,000,000 2,500,000,0002,500,000,000 2,500,000,000

Issued, Subscribed & Paid up :161,194,816 (Previous Year 161,006,615) Equity Shares of Rs.10 each fully paid up. 1,611,948,160 1,610,066,150(Refer Note No.8 of Schedule R )

Securities Premium AccountAs Per last Balance Sheet 2,577,045,870 2,821,829,199Add: Reversal of Premium on buyback of FCCBs 102,395,498 130,388,363(Refer Note No. 10 of Schedule R)Add: Receipts on Exercise of Stock Option by Employees 11,496,127 7,127,462

2,690,937,495 2,959,345,024Less: Premium on Redemption of Bonds 335,861,995 382,299,154Balance at the end of the year 2,355,075,500 2,577,045,870Statutory Reserves (Refer Note No. 6 of Schedule R) 9,017,325 10,448,850Merger Reserve 5,126,203 5,490,003Translation Reserve (Refer Note No. 1.2 b (v) of Schedule R) 138,016,187 179,291,630General ReserveAs per last Balance Sheet 1,829,879,674 1,126,469,880Add : Adjustment on adoption of Companies (Accounting Standards) Amnendment Rules 2009 - 314,835,798Add : Transfer from Profit & Loss Account 366,753,236 388,573,996Balance at the end of the year 2,196,632,910 1,829,879,674FCCB Redemption Reserve (Refer Note No. 10. d of Schedule R)As per last Balance Sheet - -Add : Transfer from Profit & Loss Account 1,380,000,000 -Balance at the end of the year 1,380,000,000 -

Surplus in Profit & Loss AccountBalance Transferred from Profit & Loss A/c. 8,395,385,501 8,203,409,511

External Commercial Borrowings / Foreign Currency Loans 4,652,620,657 2,537,110,000Rupee Term Loans 1,000,000,000 1,000,000,000Working Capital Borrowings From Banks 1,433,250,590 321,201,221

(Refer Note No. 9 of Schedule R)

Foreign Currency Convertible Bonds (FCCB) 4,505,754,000 5,346,600,300Premium on Redemption of Bonds 995,903,377 762,436,881

(Refer Note No. 10 of Schedule R)

(Amount in Rs.)


SCHEDULE - F

SCHEDULE - G

SCHEDULE - H

SCHEDULE - I

SCHEDULE - J

INVESTMENTSCurrent Investment (Non Trade)

550,971,805 354,171,135

INVENTORIES

38,774,295 104,523,579

SUNDRY DEBTORS (Unsecured)

6,247,867,130 5,950,948,316

CASH AND BANK BALANCESCash on HandBalances with Schedule banks in

503,501,952 1,375,760,604

OTHER CURRENT ASSETS

197,007,144 136,175,453

Investment in Mutual Funds (Debt funds) 550,971,805 354,171,135

Software & Toolkits 38,774,295 104,523,579

Outstanding for a period exceeding 6 monthsConsidered Doubtful 116,599,888 46,593,146Less: Provision for Doubtful Debts 116,599,888 46,593,146

- -Considered Good 1,971,606,339 2,802,773,575Others (Considered Good) 4,276,260,791 3,148,174,741

900,293 1,026,023

Current Accounts 343,189,257 226,712,761Dividend Accounts 44,096,739 50,478,154Fixed Deposit Account 115,315,663 1,097,543,666

Interest Accrued 2,789,643 81,412,934Other Receivables 194,217,501 54,762,519

(Amount in Rs.)


Free Hold Land 109,934,579 - 1,310,699 108,623,880 - - - - 108,623,880 109,934,579Lease Hold Land 79,499,753 - 88,704 79,411,049 12,607,747 1,793,345 43,483 14,357,609 65,053,440 66,892,006Building 4,175,103,924 1,312,852,198 28,737,837 5,459,218,285 266,323,137 92,365,508 4,426,519 354,262,126 5,104,956,159 3,908,780,788Computer Plant &Machinery 10,444,262,597 2,295,284,610 1,840,572,069 10,898,975,138 3,487,162,357 2,354,411,987 1,667,154,594 4,174,419,750 6,724,555,388 6,957,100,240Other Equipment 541,069,297 1,020,237,670 13,924,120 1,547,382,847 112,166,248 51,876,775 13,181,862 150,861,161 1,396,521,686 428,903,048Furniture & Fixtures 600,247,684 484,314,800 23,051,235 1,061,511,249 119,593,408 65,513,725 20,998,551 164,108,582 897,402,667 480,654,276Vehicles 73,549,935 - 16,775,857 56,774,078 21,732,169 6,513,287 7,433,830 20,811,626 35,962,452 51,817,765Sub Total 16,023,667,769 5,112,689,278 1,924,460,521 19,211,896,527 4,019,585,066 2,572,474,627 1,713,238,839 4,878,820,855 14,333,075,672 12,004,082,703Intangible AssetsIntellectual PropertyRights / Software 494,437,371 1,867,736,966 (19,933,684) 2,382,108,021 27,899,007 106,628,553 (866,194) 135,393,754 2,246,714,267 466,538,364GRAND TOTAL 16,518,105,140 6,980,426,244 1,904,526,836 21,594,004,548 4,047,484,073 2,679,103,179 1,712,372,643 5,014,214,609 16,579,789,939 12,470,621,067PREVIOUS YEAR 10,583,293,334 7,829,537,195 1,894,725,389 16,518,105,140 4,090,439,257 1,867,124,318 1,910,079,507 4,047,484,068 12,470,621,073

FIXED ASSETSSCHEDULE - E

(Amount in Rs.)

GROSS BLOCK DEPRECIATION / AMORTISATION NET BLOCK

As-at30.06.2009

As-at30.06.2010

Up-to30.06.2010

On Deduction/Adjustment

For theyear

Up-to30.06.2009

Closing Balance30.06.2010

Sale/Adjustmentduring the year

Additionsduring the year

Opening Balance01.07.2009

PARTICULARS

8584

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For the year ended30th June 2009


SCHEDULE - K

SCHEDULE - L

LOANS AND ADVANCES

1,834,099,283 1,168,713,608

CURRENT LIABILITIES & PROVISIONSCURRENT LIABILITES

1,245,572,940 1,794,091,313PROVISIONS

2,350,813,430 2,740,201,986

(Unsecured, considered good)Unbilled Revenues 939,583,591 731,599,483Advances, Security Deposits recoverable in cash or in kind or for value to be received 784,384,355 315,111,654Prepaid Expenses 110,131,337 122,002,471

Sundry Creditors 221,084,714 584,869,101Income Received in Advance 99,644,689 97,404,580Advances from Customers 93,989,310 52,863,119Unclaimed Dividend 44,096,739 50,478,154Interest Accrued but not due on loans 76,896,996 8,202,990Other Liabilities 709,860,492 1,000,273,369

Provision for Gratuity 74,512,336 52,861,371Provision for Leave Encashment 115,682,440 100,717,593Provision for Post-Sales client support and Warranties 1,160,007 4,659,691Provision For Income Tax (Net of Advance Tax and inclusive of MAT Credit) 302,992,112 222,762,950Proposed Dividend 523,883,152 483,019,845Income Tax on proposed dividend 87,010,443 82,089,223

1,105,240,490 946,110,673

SCHEDULE - M

SCHEDULE - N

OTHER INCOMEInterest (net) (TDS Rs.3,559,549/- Previous Year Rs. 36,109,444 /-) 37,843,451 89,112,888Dividend on Current Investment 36,040,161 91,080,275Profit/(Loss) on Sale of Current Investment 501,776 4,464,693Profit on buy back of FCCBs 3,267,600 250,230,851(Refer Note No 10.c of Schedule R)Exchange Difference Gain - 201,792,271Miscellaneous Income 201,629,530 53,756,422

a) Material & Subcontracting Cost 2,854,429,205 2,040,140,213b) (Increase) / Decrease in Stock in TradeOpening Stock

Software & Toolkits 104,523,579 214,187,306Less : Closing Stock

Software & Toolkits 38,774,295 104,523,579

279,282,518 690,437,400

MATERIAL & SUBCONTRACTING COST

(INCREASE) / DECREASE IN STOCK IN TRADE 65,749,284 109,663,7272,920,178,489 2,149,803,940



(Amount in Rs.)

SCHEDULE - O

SCHEDULE - P

SCHEDULE - Q

MANPOWER COST

4,993,628,563 5,304,801,790

OTHER OPERATING EXPENSES

1,642,663,141 1,638,262,457

INTEREST

418,968,270 125,837,443

Salaries, Wages & Bonus 4,763,442,029 5,112,236,611Contribution to Provident and Other Funds 202,873,523 164,446,669Gratuity 14,661,359 18,620,839Welfare Expenses 12,651,652 9,497,671

Electricity 70,178,428 78,763,957Repairs & Maintenance- Buildings 10,403,654 14,896,536- Machinery 53,048,980 63,888,645- Others Assets 25,537,978 23,547,038Rent 214,848,449 195,387,925Rates & Taxes 20,859,158 15,310,717Insurance 17,939,464 18,255,589Advertisement 16,567,587 59,996,496Sales Promotion 100,365,935 96,568,846Communication Expenses 104,847,121 105,840,341Travelling & Conveyance 485,841,167 563,533,671Printing & Stationery 22,258,167 30,761,245Bank & Other Charges 52,170,530 37,533,290Auditors' Remuneration 12,731,218 6,754,336Directors' Sitting Fees 900,000 1,100,000Legal & Professional Fees 154,202,565 103,353,875Loss on Sale of Fixed Assets 128,264,157 2,641,469Provision for Bad & Doubtful Debts 81,738,715 30,897,768Donation 537,000 278,025Amortisation of foreign exchange fluctuation 41,727,455 136,505,466Miscellaneous Expenses 27,695,413 52,447,222

On Fixed loans 305,334,893 125,837,443Others 113,633,377 -

(Amount in Rs.)


8786

SCHEDULE-R

1.0. Background:

1.1. Overview:

1.2 Basis of Consolidation:

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

Rolta India Limited ("RIL" or the "Company"), a publicly held Company together with its subsidiaries Rolta International Inc., USA (RUS), RoltaMiddle East FZ LLC UAE (RME), Rolta Saudi Arabia Limited, Saudi Arabia (RSA), Rolta UK Limited, UK (RUK), Rolta Thales Limited (RTL) &joint venture company Shaw Rolta Limited (SRL) (Collectively, 'the Group') is primarily engaged in the Engineering Design /GIS Solutions,E-Business and other IT related services.

a) Basis of Preparation of Financial statements

i) The Consolidated Financial Statements (CFS) have been prepared in accordance with the Accounting Standard 21 (AS-21),"Consolidated Financial Statement" and Accounting Standard 27 (AS -27), "Financial Reporting of Interests in Joint Ventures"issued by the Institute of Chartered Accountants of India.

ii) The CFS includes the financial statements of Rolta India Ltd., all its Subsidiaries and Joint Venture Company.iii) The Financial Statements of the certain subsidiary companies used in the preparation of the CFS are drawn upto the same

useful lives of fixed assets and intangible assets. Actual result could differ from these estimates. Difference between the actual resultsand estimates are recognised in the period in which the results are known/materialised.

The fixed assets are reviewed for impairment at each balance sheet date. In case of any such indication, the recoverable amount ofthese assets is determined, and if such recoverable amount of the asset or cash-generating unit to which the asset belongs is lessthan its carrying amount, the impairment loss is recognized by writing down such assets to their recoverable amount. Animpairment loss is reversed if there is change in the recoverable amount and such loss either no longer exists or has decreased.

Investments are classified into Current Investment and Long Term Investments. Current Investments are carried at lower of the costand fair value. Long Term Investments are carried at cost. Provision for diminution is made only if, in the opinion of the management,such a decline is other than temporary.

Systems, Software, Peripheral and Spares are valued at lower of cost or net realisable value on first in first out basis.

i. Revenue from sale of solutions and services is recognized in accordance with the sales contract and when significant risks andrewards in respect of ownership are transferred to the customers.

ii. Revenue from customer-related long-term contracts is recognised by reference to the percentage of completion of the contract at thebalance sheet date. Company's long term contracts specify a fixed price for the sale of license and installation of software solutions &services and the related revenue is determined using the percentage of completion method. The percentage of completion iscalculated by comparing costs incurred to date with the total estimated costs of the contract. If the contract is considered profitable, itis valued at cost plus attributable profits by reference to the percentage of completion. Any expected loss on individual contracts isrecognised immediatelyas anexpense in theProfit&LossAccount.

iii. Income from maintenance contract is recognized proportionately over the period of the contract.

iv. Dividend on investments held by the Company is accounted for as and when it is declared.

i. All Fixed Assets are stated at cost of acquisition or construction less accumulated depreciation and impairment loss, if any. Wherethe acquisition of fixed assets are financed through long term foreign currency loans, the exchange difference on such loans areadded to or subtracted from the cost of such fixed assets.

ii. The depreciation on fixed assets is provided on Straight Line Method (SLM), at the rates and in the manner specified in ScheduleXIV of the Companies Act, 1956 except for computer plant and its related equipments.

iii. In respect of Parent Company the depreciation on computer plant and its related equipment is provided on the Straight LineMethod (SLM) over the economic useful life of assets, which is ascertained to be 4 years by the management. In case of theSubsidiary and Joint Venture in India the depreciation on computer is provided for on Written Down Value method at the ratesand in the manner specified in Schecule XIV of the Companies Act, 1956.

iv. Leasehold land is amortised over the period of lease.

v. Capital Work-in-Progress is stated at cost comprising of direct cost and related incidental expenditure. The advances given foracquiring / construction of fixed assets are shown under CWIP.

vi. Intangibles

Intellectual Property Rights is amortised over a period of ten years.Computer Software is amortised over a period of 4 years

Depreciation/AmortisationisprovidedoncostoftheassetonStraightLineMethodovertheestimateduseful lifeoftherespectiveasset.

i. Foreign currency transactions are recorded at the exchange rate prevailing on the date of transaction.ii. All monetary foreign currency assets/liabilities are translated at the rates prevailing on the date of balance sheet.iii. The exchange difference between the rates prevailing on the date of transaction and on the date of settlement as also on

translation of monetary items at the end of the year (other than those relating to long term foreign currency monetary items) isrecognised as income or expense, as the case may be.

iv. Exchange differences relating to long term foreign currency monetary items, to the extent they are used for financing theacquisition of fixed assets are added to or subtracted from the cost of such fixed assets and the balance is accumulated in 'ForeignCurrency Monetary Item Translation Difference Account' and amortised over the balance term of the long term monetary item or31st March, 2011 whichever is earlier.

I. In respect of Parent Company, its Indian Subsidiary and Joint Venture

II. In respect of Foreign Subsidiaries

c. Revenue Recognition

d. Fixed Assets, Intangibles, Depreciation, Amortisation and Capital Work in Progress (CWIP)

e. Impairment of Assets

f. Investments

g. Inventories

h. Foreign Currency Transactions

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8988

reporting date of the company i.e. 30th June 2010. In case of other subsidiaries where the financial statements are not drawn upto the same reporting date as of the parent company, adjustments are made for significant transactions or other events that occurbetween the dates of the financial statements of the subsidiary and the parent company.

iv) The information on subsidiary companies whose financial statements are consolidated is given below.

v) The Company does not have investments in Associates as defined in Accounting Standard - 23 (AS-23) "Accounting for Investments inAssociates in Consolidated Financial Statements" issued by the Institute of Chartered Accountants of India.

vi) TheCompany's share in theassets, liabilities, incomeandexpenses in the following jointlycontrolledentity is included in theCFS.

i) The Financial Statements of the Company & its subsidiary companies have been consolidated on a line-by-line basis by addingtogether the book value of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances andtransactions resulting in unrealized profits or losses.

ii) The Financial Statements of joint venture has been combined by applying proportionate consolidation method on a line by line basis onitems of assets, liabilities, incomeand expenses, after fullyeliminatingproportionate shareofunrealizedprofitsor losses.

iii) The CFS have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and arepresented to in the same manner as the Company's separate financial statements except in respect of accounting policies ofdepreciation/amortisation and retirement benefit where it was not practicable to use uniform accounting policies in case of certainsubsidiaries. The amount of impact is not material.

iv) The excess of cost to the Company of its investment in subsidiary company over the Company's portion of equity of the subsidiary as at thedate on which investment in subsidiary is made, is recognized in the financial statement as Goodwill. The excess of Company's share ofequity and reserveof the subsidiarycompanyover thecostof acquisition is treatedasCapitalReserve.

v) In case of foreign subsidiaries revenue items have been consolidated at the average rate prevailing during the period. All assets andliabilities are converted at rates prevailing at the end of the period. The exchange difference arising out of translation is debited orcredited to Foreign Currency Translation Reserve shown under Reserves and Surplus.

vi) Minority Interest's share of net profit of consolidated subsidiaries for the year is identified and adjusted against the income of the groupin order to arrive at the net income attributable to the shareholders of the Company.

vii) Minority Interest's share of net assets of consolidated subsidiaries is identified and presented in the consolidated Balance Sheetseparate from the liability and Equity of the Company's shareholders.

Investments other than in Subsidiary / Joint Venture have been accounted as per Accounting Standard 13 (AS-13) on "Accounting forInvestments".

The financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles ("GAAP") under thehistorical cost convention on the accrual basis. GAAP comprises mandatory accounting standards prescribed by the Companies(Accounting Standards) Rules 2006 and guidelines issued by the Securities and Exchange Board of India (SEBI). Accounting policieshave been consistently applied except where a newly issued accounting standard is initially adopted or a revision of an existingaccounting standard requires a change in the accounting policy hitherto in use.

The preparation of the financial statements in conformity with GAAP requires the management to make estimates and assumptionsthat affect the reported balances of assets and liabilities and disclosures relating to contingent assets and liabilities as at the date of thefinancial statements and reported amounts of income and expenses during the period. Examples of such estimates include provisionsfor doubtful debts, future obligations under employee retirement benefit plans, income taxes, post-sales customer support and the

b) Principles of Consolidation:

1.3

2.0. Summary of Group's Significant Accounting Policiesa. Basis of Preparation of Financial Statements

b. Use of Estimates

Sr. No. Particulars Country of Incorporation Extent of Interest Financial Year

1 Rolta International Inc. U.S.A 100% Subsidiary 01.07.2009 to 30.06.20102 Rolta Canada Ltd. Canada 100% Subsidiary of RUS 01.07.2009 to 30.06.20103 Rolta TUSC Incorporated U.S.A 100% Subsidiary of RUS 01.07.2009 to 30.06.20104 Rolta Asia Pacific Pty Ltd. Australia 100% Subsidiary of RUS 01.07.2009 to 30.06.20105 Piocon Technologies Inc U.S.A 100% Subsidiary of RUS 01.07.2009 to 30.06.20106 Rolta Saudi Arabia Ltd Saudi Arabia 75% Subsidiary 01.04.2009 to 31.03.20107 Rolta Middle East FZ-LLC U.A.E 100% Subsidiary 01.04.2009 to 31.03.20108 Rolta U. K. Ltd. U.K. 100% Subsidiary 01.04.2009 to 31.03.20109 Rolta Benelux B. V. Neatherlands 100% Subsidiary of RUK 01.04.2009 to 31.03.201010 Rolta Deutschland GmbH Germany 100% Subsidiary of RUK 01.04.2009 to 31.03.201011 Rolta Thales Limited India 51% Subsidiary 01.07.2009 to 30.06.2010

Name of JV Country of incorporation Share in JV

Shaw Rolta Ltd. India 50%

v. Thepremium / discount arisingat the inceptionof thecontract is amortisedasexpensesor incomeover the lifeof thecontract.vi. Gain /loss on cancellation or renewal of forward exchange contract are recognised as income or expenses for the period.

Short Term Employees Benefits are recognized as an expense at the undiscounted amount in the Profit and Loss Account of theyear in which the related services is rendered.

The Company contributes monthly at a determined rate. These contributions are remitted to the Employee Provident FundCommissioner office and are charged to Profit and Loss account on accrual basis.

The Company provides for gratuity (a defined benefit retirement plan) to all the eligible employees. The benefit is in the form oflump sum payments to vested employees on retirement, on death while in employment, or termination of employment for anequivalent to 15 days salary payable for each completed year of service subject to a maximum of Rs. 10 Lacs. Vesting occurs oncompletion of five years of service. Liability in respect of gratuity is determined using the projected unit credit method withactuarial valuations as on the balance sheet date and gains/losses are recognized immediately in the profit and loss account.

Liability in respect of leave encashment is determined using the projected unit credit method with actuarial valuations as on thebalance sheet date and gains/losses are recognized immediately in the profit and loss account.

The provision for retirement benefit is made in accordance with the local laws and regulations.

Provident Fund

Gratuity

Leave Encashment

In respect of Parent Company, its Indian Subsidiary and Joint Venture

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of suchassets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costsare charged to revenue.

In accordance with the Accounting Standard 20 ( AS - 20) "Earnings Per Share" issued by the Institute of Chartered Accountants of India,basic / diluted earningsper share is computed using theweightedaveragenumberof sharesoutstandingduring theperiod.

Income tax comprises of current tax and deferred tax. Deferred tax assets and liabilities are recognized for the future tax consequencesof timing differences, subject to the consideration of prudence. Deferred tax assets and liabilities are measured using the tax ratesenacted or substantively enacted by the balance sheet date. The carrying amount of deferred tax asset / liability is reviewed at eachbalance sheet date.

In case of foreign subsidiaries the provision for income tax liability is made in accordance with the prevailing local laws of therespective countries where the company is situated.

Share / Bond issue expenses and premium payable on redemption of bonds are written off to Securities Premium Account.

The Company accrues the estimated cost of warranties at the time when the revenue is recognised. The accruals are based on thecompany's historical experience of material usage and service delivery cost.

Priorperiodexpenses/incomeareaccountedundertherespectiveheads.Material items, ifany,aredisclosedseparatelybywayofanote.

The company creates a provision when there is a present obligation as a result of an obligating event that probably requires an outflow ofresources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is apossible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possibleobligationora present obligation in respect ofwhich the likelihoodofoutflowof resources is remote,noprovisionordisclosure ismade.

Operating Leases: Rental in respect of all operating leases are charged to Profit & Loss Account.

i. Employee BenefitsI. In respect of Parent Company, its Indian Subsidiary and Joint Venture1. Short Term Employee Benefits

2. Post Employment Benefits

II. In respect of Foreign Subsidiaries

j. Borrowing Cost

k. Earnings Per Share

l. Income Tax

In respect of Foreign Subsidiaries

m. Share/Bond Issue Expenses and Premium on Redemption of Bonds

n. Warranty Cost

o. Prior Period Items

p. Provisions & Contingent Liabilities

q. Leases

In the case of the parent company, the outstanding balances as at 30th June, 2010 in respect of Sundry debtors, Creditors, Loans andAdvances and Deposits are subject to confirmation from the respective parties and consequent reconciliation / adjustments arising therefrom, if any. The management however, does not expect any material variation.

In accordance with Articles of Association of Rolta Saudi Arabia Ltd and the Regulations for Companies in the Kingdom of Saudi Arabia, theCompanymaintainsastatutoryreserveequaltoonehalfof itssharecapital.Suchreserveisnotcurrentlyavailablefordistributiontotheshareholders.

a. In the current financial year, the Parent Company its Indian Subsidiary and Joint Venture, in addition to the provision made for theprevious year ended 31st March, 2010, has estimated the Income Tax provision for the subsequent three months period ended 30thJune, 2010, the ultimate liability for which will be determined on the basis of figures for the previous year ending 31st March, 2011.

b. The Parent Company has calculated its tax liability after considering Minimum Alternative Tax (MAT). The MAT liability can be carriedforward and setoff against the future tax liabilities. Accordingly Rs.1,106.87 lacs (Previous year Rs.356.88 lacs) is carried forward and shownunder"ProvisionforIncomeTax(netofadvancetax&credit forMAT)"intheBalanceSheetason30thJune2010.

c. Income Tax Provision as at 30th June 2010 includes Rs.Nil (previous year Rs. 210.28 lacs) excess provision for earlier year written back,Rs.5,709.06 lacs (previous year Rs.4,374.01 lacs) towards Current Income Tax, Rs.8.00 lacs (previous year Rs. 8.00 lacs) towardsWealth Tax, Rs. 554.96 lacs (previous year Rs. 93.71 lacs) recognised and credited on account of Deferred Tax, Rs.Nil (previous yearRs. 109.94 lacs) on account of Fringe Benefit Tax and Rs.1,106.87 lacs (previous year Rs. 356.88 lacs) towards MAT credit.

d. The break up of Deferred Tax Liability components as at 30.06.10 is as under:

a. 15,537,662 (P. Y. 15,537,662) Equity Shares of Rs.10/- each have been allotted as fully paid up for consideration other than cash to theshareholders of the erstwhile Rolta Computer & Industries Pvt. Ltd., Rolta Leasing & Holdings Ltd., Rolta Investments Pvt. Ltd., RoltaConsultancy Services Pvt. Ltd., persuant to Scheme of Amalgamation.

b. 8,807,272 (P. Y. 8,807,272) Equity Shares of Rs. 10/- each have been allotted as fully paid up for consideration other than cash to theshareholders of erstwhile Rolta Design and Conversion Services Limited, pursuant to Scheme of Arrangement.

c. 1,294,169 (P. Y. 1,105,968) equity shares issued pursuant to Employee Stock Option Plan.

d. 16,071,429 (P. Y. 16,071,429) Equity Shares of Rs. 10/- each were issued by way of US $ Equity Issues represented by GlobalDepository Receipts (GDR), at a price of US $ 5.60 per Share (inclusive of premium).

These are consistent with the generally accepted accounting practices.r. Other Accounting Policies

Contingent Liabilities not provided for

4. Capital Commitments

5.

6.

7. Income Taxes

8. Out of total 161,194,816 (P. Y. 161,006,615) Equity Shares :-

3.

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9190

( Rs. in Lacs)

As at30.06.10

As at30.06.09

Particulars

Estimated amount of contracts remaining to be executed on Capital Accountand not provided for (net of advances). 2,511.68 Nil

( Rs. in Lacs)

As at30.06.10

As at30.06.09

Particulars

i. B/G & B/D given by Bankers (including counter guarantees issued by them) 10,077.13 11,094.14ii. Letters of Credit issued by Bankers 372.47 478.17iii. Contingent Liabilities not provided for: Nil 27.16iv. Guarantee given to third party for office rentals Nil 5.82

( Rs. in Lacs)

Current Year Previous YearDeferred Tax Liabilities / (Assets)

a. Fixed Assets 5,410.72 5,347.57

b. Others (1,211.69) (593.58)

c. Foreign Subsidiaries (668.05) (686.26)

Deferred Tax Liability Net 3,530.98 4,067.73

e. 80,136,523 (P. Y. 80,136,523)EquityShares, fullypaiduphavebeen issuedasbonus sharesbycapitalizationofSecuritiesPremium.

a. The external commercial borrowing from Bank of India is secured by floating charge on current assets of the Parent Company and fromUnion Bank of India is secured by way of equitable mortgage on a specific fixed asset of the Parent Company Foreign Currency TermLoan is secured by first hypothecation paripassu charge on current assets of the Company.

b. Rupee term loan is secured by floating charge on the current assets of the Company.

c. Working Capital Loans are secured by paripassu charge on the current assets of the Company (including Receivables).

a. The Parent Company on 28th June'2007 issued Zero Coupon Foreign Currency Bond (FCCB) aggregating to US $ 150 million at par.The bondholders have an option to convert these bonds in equity shares at an initial conversion price of Rs.368.70 (as adjusted by 1:1bonus issue) per share at fixed exchange rate (Rs.40.75 = US$ 1.00) between August 08, 2007 and June 22, 2012. The conversion pricewill be subject to certain adjustment in certain circumstances as detailed in the Offering Circular (OC).

The Bonds can be mandatorily converted into Shares, in whole but not in part, at the option of the Company on or at any time after 28June 2008 but not less than seven business days prior to the maturity date at the conversion price and on the terms and conditions asdefined in the OC.

Further under certain condition, the Company has an option for early redemption of the bonds in whole but not in part unlesspreviously converted, redeemed or repurchased or cancelled The Company will redeem the bonds at 139.391 percent of the principalamount on June 29, 2012.

b. The proceeds from the FCCB issue were utilized for the purpose for which the bonds were used i.e funding the capital expenditure,expansion ofexisting facilities, establishing newunits, investment in subsidiarycompanies and for acquisitionoverseas.

c. In December 2009 (previous year in June 2009), the Company has bought back and cancelled 15,000 (previous year 38,310) FCCBs of the facevalue of US$ 1,000 each as per the approval / guidelines of Reserve Bank of India at a discount. Consequent to the buy back the Company hasrecognised a net gain of Rs. 32.68 lacs (previous year Rs. 2,502.31 lacs) on the said buyback, which is disclosed under 'Other Income' and hasalso reversedbycrediting toSecuritiesPremiumAccount thepremiumpayableonredemption aggregating toRs.1,023.95 lacs (previousyearRs.1,303.88lacs)providedtill30thJune,2009(previousyear30thjune2008).

d. The Company has created FCCBs Redemption Reserve amounting to Rs. 13,800 lacs as on 30th June, 2010 in accordance withprovision of section 117C (1) of the Companies Act 1956.

i. Disclosure relating to Employee Benefits in accordance with provision of Accounting Standard (AS)-15 in respect to Parent Company,its Indian Subsidiary and Joint Venture (Previous Year figures are given in brackets)

9.

.

10.

11. Employee Benefits

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Particulars Gratuity Leave Encashment

Current Service Cost 96.01 251.85(92.60) (291.56)

Interest Cost 42.29 80.57(31.30) (55.01)

Expected return on plan Asset -- --(-) (-)

Net actuarial (gain) loss recognised in the year 8.32 142.69(62.30) (165.39)

Expenses Recognised in the income statement 146.61 475.11(186.21) (511.96)

a. Expenses recognised in the Statement of Profit & Loss A/c. for the year ended 30th June 2010

9392


Opening net liability 528.61 1,007.18(391.29) (687.60)

Expense as above 146.61 475.11(186.21) (511.96)

Contribution paid 38.90 325.47(48.88) (192.39)

Closing net Liability 636.32 1,156.82(528.61) (1,007.18)

b. Net Receipt / Liability Recognised in the Balance Sheet

12 Employee Stock Option Plan (ESOP)

ESOP 2003

ESOP 2006

ESOP 2007

ESOP 2008

The Parent Company has instituted various Employee Stock Option Plans. The Compensation Committee of the board evaluates the performance andothercriteriaofemployeesandapprovesthegrantoption.Theparticularsofoptionsgrantedundervariousplansareasbelow:

On December 31, 2003, the Company granted 911,500 stock options out of the balance and lapsed stock options available under the EmployeeStock Options Plan (ESOP 2000). These options were granted at an exercise price of Rs. 111.35, which was the closing market price on the dateof the grant of options. 25% of these options were available for exercise over a period of 4 years i.e at the end of 2nd, 3rd, 4th and 5th year after thegrant of the options. Out of these options a total of 530,934 (previous year 457,409) options were exercised by eligible employees. 380,566(previous year 365,272) options had lapsed due to non-exercise of options and cessation of employment. The options and price are entitled for1:1 bonus issue adjustment. This scheme has expired on December 31, 2009.

On April 24, 2006, the Company granted further 852,500 stock options out of additional 1,500,000 options made available for grant to eligibleemployees under the Employee Stock Options Plan 2005 (ESOP - 2005). These options were granted at an exercise price of Rs. 252.30, whichwas the closing market price on the date of the grant of options. The first 75% of these options became available for exercise on April 24, 2008(50%) and April 24, 2009 and balance 25% became available for exercise on April 24, 2010. Out of these options a total of 224,913 (previous year204,335) options were exercised by eligible employees and 260,749 (previous year 204,500) options lapsed due to cessation of employment. Theoptions and price are entitled for 1:1 bonus issue adjustment.

On April 24, 2007, the Company granted further 1,427,500 stock options out of the balance and lapsed stock options available under theEmployee Stock Options Plan 2005 (ESOP - 2005) and Employee Stock Options Plan 2007 (ESOP 2007). These options were granted at anexercise price of Rs. 419.70, which was the closing market price on the date of the grant of options. The first 50% of these options had becomeavailable for exercise on April 24, 2009 and one option if exercised is convertible into two-equity shares. Out of the options granted 225,000(previous year 161,250) options lapsed on account of cessation of employment and 1,065,000 (previous year 245,000) options lapsed on accountof surrender of options granted as per the provisions of ESOP Plan amended on 15/06/2009 vide approval given by shareholder by Postal Ballot.On 23rd July 2007 125,000 Options were granted out of ESOP Plan 2007, at an exercise price of Rs.481.45, which was the closing market priceon the date of grant of Options. The said 125,000 (previous year nil) options lapsed on account of surrender. The outstanding options as on June30, 2010 are 137,500 (previous year 1,146,250).The options and price are entitled for 1:1 bonus issue adjustment.

On January 31, 2008, the Company granted 125,000 stock options out of the balance and lapsed stock options available under the EmployeeStock Options Plan 2007 (ESOP 2007). These options were granted at an exercise price of Rs. 232.15, which was the closing market price on thedate of the grant of options. The said 125,000 (previous year nil) options were surrendered as per the Provisions of ESOP Plan amended on15/06/2009 (approval given by shareholders through Postal Ballot). The outstanding options as on June 30, 2010 is NIL (previous year 125,000).

On 30th April 2008, the Company granted 300,000 stock options out of the balance and lapsed stock options available under the EmployeeStock Options Plan 2007 (ESOP 2007). These options were granted at an exercise price of Rs.339.35, which was the closing price as on the dateof the grant of options. Out of the above options granted 150,000 (previous year 150,000) options lapsed on account of cessation of employment

The outstanding options as on June 30, 2010 are 366,838 (previous year 443,663).


Liability at the beginning of the period 528.61 1,007.18(391.29) (687.60)

Interest Cost 42.29 80.57(31.30) (55.01)


Benefit Paid 38.90 325.47(48.88) (192.39)

Actuarial (Gain / Loss on Obligations) 8.32 142.69(62.30) (165.39)

Liability at the end of the period 636.32 1,156.82(528.61) (1,007.18)

c. Recalculation of Opening and Closing Balances of Defined Benefit Obligation

d. Actuarial assumption

Particulars June30, 2010

June30, 2009

Discount Rate 8.00% 8.00%Rate of increase in Salary 5.00% 5.00%Rate of Return on Plan Assets 8.00% 8.00%

( Rs. in Lacs)

( Rs. in Lacs)

( Rs. in Lacs)

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9594

and 100,000 (previous year nil) options were surrendered as per the Provisions of ESOP Plan amended on 15/06/2009 (approval given byshareholders through Postal Ballot). The outstanding options as on June 30, 2010 are 50,000 (previous year 150,000).

On June 27, 2008, the Company granted 1,455,500 stock options out of the balance and lapsed stock options available under the Employee StockOptions Plan 2007 (ESOP - 2007) and Employee Stock Options Plan 2008 (ESOP 2008). These options were granted at an exercise price ofRs.261.75, which was the closing price as on the date of the grant of the options. One option if exercised is convertible into one-equity share.Out of the options granted 95,000 (previous year 42,500) options lapsed on account of cessation of employment and 1,347,500 (Previous year180,000) options lapsed on account of surrender of options granted as per the provisions of ESOP Plan amended on 15/06/2009 vide approvalgiven by shareholder by Postal Ballot. The outstanding options as on June 30, 2010 are 13,000 (previous year 1,233,000).

On November 3, 2008, the Company granted further 120,000 stock options out of the balance and lapsed stock options available under the EmployeeStock Options Plan 2008 (ESOP - 2008). These options were granted at an exercise price of Rs.191.70, which was the closing price as on the date ofthe grant of the options. The first 50% of these options shall become available for exercise on 03/11/2010 and one option if exercised is convertibleinto one-equity share. The said 120,000 (previous year nil) options were surrendered as per the Provisions of ESOP Plan amended on 15/06/2009(approval given by shareholders throughPostalBallot). Theoutstandingoptionsason June30,2010areNIL (previousyear120,000).

On August 10, 2009, the Company granted further 5,989,500 stock options out of the balance and lapsed stock options available under theEmployee Stock Options Plan 2007 (ESOP 2007) and surrendered options under Employee Stock Option Plans 2007 & 2008. These optionswere granted at an exercise price of Rs. 145.15, which was the closing market price on the date of the grant of options. The first 25% of theseoptions shall become available for exercise on 10/08/2010. Out of the options granted 59,500 options lapsed on account of cessation ofemployment. The outstanding options as on June 30, 2010 are 5,930,000

On September 23, 2009, the Company further granted 15,000 stock options out of the balance and lapsed stock options available under theEmployee Stock Options Plan 2009 (ESOP 2009). These options were granted at an exercise price of Rs.174.15, which was the closing price ason the date of the grant of options. The first 25% of these options shall become available for exercise on 23/09/2010. The outstanding options ason June 30, 2010 are 15,000

On January 29, 2010, the Company further granted 120,000 stock options out of the balance and lapsed stock options available under theEmployee Stock Options Plan 2009 (ESOP 2009). These options were granted at an exercise price of Rs.204.70, which was the closing price ason the date of the grant of options. The first 25% of these options shall become available for exercise on 29/01/2011 Out of the options granted20,000 options lapsed on account of cessation of employment. The outstanding options as on June 30, 2010 are 100,000

.

.

.

ESOP 2009

Weighted Nos of shares for Basic Earnings per share 161,095,220 160,958,594Adjusted on account of ESOPs 1,165,659 392,486Weighted Nos of shares for Diluted Earnings per share 162,260,879 161,351,080

For the Year endedJune 30, 2009

(Rs. in Lacs)

1. Net Profit artributable to Equity Shareholders 2,551,333,269 2,938,269,5262. Weighted Avg. Number of Equity Shares (Nos.)/basic EPS 161,095,220 160,958,594

EPS (Rs.) basic 15.84 18.253. Weighted Avg. Number of Equity Shares of diluted EPS 162,260,879 161,351,080

EPS (Rs.) diluted 15.72 18.21




Upto 1 year 1,579.32 1,494.50Later than 1 years not later than 5 years 1,745.98 1,882.60Later than 5 years 1,016.62 NILTotal 4,341.92 3,377.10

2008-092009-10

Reconciliation of weighted average nos of equity shares outstanding during the period.

14. Thefutureobligationonaccountofnon-cancellableOperatingLeasepayableaspertherentalstatus inrespectiveagreementareasfollows:

13. Earning Per Share - EPS

EPS is calculated by dividing the profit attributable to the equity shareholders by the average number of equity shares outstandingduring the year. Numbers used for calculating basic and diluted earnings per equity share are as stated below.

15. As required by Accounting Standard 29 "Provisions, Contingent Liabilities and Contingent Assets" issued by the Institute ofChartered Accountants of India the disclosure with respect to provision for warranty and maintenance expenses is as follows:

a. Amount at the beginning of the year 46.59 96.97b. Additional provision made during the year 11.60 46.59c. Amount used 15.82 22.80d. Unused amount reversed during the year 30.77 74.17e. Amount at the end of the year 11.60 46.59

2008-09

(Rs. in Lacs)

2009-10

16. Related Party Disclosuresi. List of Related Parties and relationshipsa Key Management Personnel / Directors

b Enterprises over which significant influence exercised by Key Management Personnel / Directors

c Associates

Mr. K K Singh Chairman & Managing DirectorMr. A D Tayal Jt. Managing DirectorDr. Aditya Singh Jt. Managing Director (upto 31.01.2010)Mr. A P Singh Jt. Managing DirectorMr. Hiranya Ashar Director Finance & Chief Financial OfficerMr. Ben Eazzetta Director & President International Operations

Rolta Limited Company controlled by Mr. K K SinghRolta Properties Pvt. Ltd Company controlled by Mr. K K SinghRolta Resources (P) Ltd Company controlled by Mr. K K SinghRolta Holding & Finance Corporation Ltd Company controlled by Mr. K K SinghKanga & Company Solicitors Firm in which Mr. K R Modi, Director of the Company, is a PartnerLanier Ford Shaver & Payne P.C Law firm in which Mr. John R Wynn, an Officer of Rolta U.S. is a legal counsel

Stone & Webster Ltd. Joint Venture partner in Shaw Rolta Ltd.Mashail Al-Khaleej Minority shareholder in Rolta Saudi Arabia Limited

ii. Disclosures required for related parties transactions

TotalEnterprises over whichinfluence exercised

Mgmt. Personnel

significant

by Key

Key ManagementPersonnel

AssociatesTransactions

I Transactions during the year

II Amounts Receivable

Sale of Goods/ Services 3,127.50 3,127.50(4,319.34) (4,319.34)

Dividend 50.00 50.00

Reimbursements 370.90 370.90(6,13.94) (1,700.00) (2,313.94)

Lease Rent/Maintenance/Business Centre Fees 1081.32 1,081.32(734.84) (734.84)

Technical Fees 1,723.22 1,723.22(1,818.62) (1,818.62)

Professional Fees 122.04 122.04(260.09) (260.09)

Remuneration incl Commission 1,593.09 1,593.09(2,018.37) (2,018.37)

292.58 292.58(789.57) (4.46) (794.03)

Amounts Payable 151.08 1,007.48 61.91 1,220.47(136.86) (1,257.71) (73.81) (1,468.38)

Refundable Security Deposit 2,523.91 2,523.91(2,544.89) (2,544.89)

Notes:a) Related party relationship is as identified by the group on the basis of information available.b) No amount has been written off or written back during the year in respect of debts due from or to related parties.c) The group has entered into transactions with certain parties as listed above during the year under consideration. Full disclosures have

been made and the board considers such transactions to be in normal course of business and at rates agreed between the parties.

(Rs. in Lacs)

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9796

17. Segment Reportinga. In accordance with the requirement of Accounting Standard - 17 (AS 17) "Segment Reporting" issued by the Institute of Chartered

Accountants of India, the company reviewed its activities in various IT Related solutions and services and identified following threedistinguishable Business activities as Primary Segmentsi. Enterprise Geospatial and Defense Solutions,ii. Enterprise Design and Operation Solutionsiii. Enterprise IT Solutions

The disclosure requirement as per Accounting Standard 17 is as under

Particulars June 30, 2010 June 30, 2009

Segment Revenue

Net revenue from operations 153,267.04 137,281.29Segment Profit/(loss) before tax, interest & depreciation

TOTAL 57,702.34 46,352.60

Total Profit before Tax 29,514.45 33,327.36

Enterprise Geospatial and Defense Solutions 76,230.73 61,954.97Enterprise Design and Operation Solutions 39,247.04 39,153.12Enterprise IT Solutions 37,789.27 36,173.20Less: Inter Segment revenue - -

Enterprise Geospatial and Defense Solutions 37,383.85 26,210.22Enterprise Design and Operation Solutions 15,459.85 14,873.09Enterprise IT Solutions 4,858.64 5,269.29

Add: Other Income (not allocable) 2,792.83 6,904.37Less: Interest (not allocable) 4,189.68 1,258.37Less: Depreciation (not Allocable) 26,791.03 18,671.24

(Rs. in Lacs)

b. Secondary segment report is based on Geographical locations. Revenue Attributable to different geographical segment is as follows:

Note on segment information: Segmental Capital Employed: Fixed assets used in the company's business or liabilities contracted havenot been identified to any of the reportable segments. The company believes that it is currently not practicable to provide segmentdisclosures relating to total assets and liabilities.

18. The previous year's figures are regrouped, rearranged & reclassified, wherever necessary.

Geographical segments June 30, 2010 June 30, 2009

India 90,586.44 75,572.89Rest of the World 62,680.60 61,708.40Total 153,267.04 137,281.29

(Rs. in Lacs)

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A. CASH FLOW FROM OPERATING ACTIVITIES:

B. CASH FLOW FROM INVESTING ACTIVITIES

C. CASH FLOW FROM FINANCING ACTIVITIES

Net Profit after tax and extraordinary items 2,545,921,609 2,930,887,044Adjustments for :Depreciation 2,679,103,180 1,867,124,318Interest expenses 418,968,270 125,837,443Interest income (37,843,451) (89,112,888)Dividend income (36,040,161) (91,080,275)Provision For Tax 405,523,720 401,849,359Provision for Retirement Benefit - 228,915Bad debts & Provision for Doubtful Debts 81,738,715 30,897,768Profit on Sale of Investment (net) (501,776) (4,464,693)Profit On Repurchase Of FCCB (3,267,600) (250,230,851)Loss on Sale of Asset (net) 128,264,157 2,641,469Amortisation of foreign exchange fluctuation 41,727,455 136,505,466Exchange difference adjustment(net) (89,454,947) 42,421,210

3,588,217,562 2,172,617,241Operating Profit Before Working Capital Changes 6,134,139,172 5,103,504,285Adjustments for :Trade and other receivables (1,184,829,343) (21,764,796)Inventories 65,749,284 109,663,727Trade payables (587,278,035) (1,239,314,562)

(1,706,358,094) (1,151,415,631)CASH GENERATED FROM OPERATIONS 4,427,781,078 3,952,088,654Direct taxes paid (net of refunds) (378,968,972) (349,410,791)

(378,968,972) (349,410,791)NET CASH FROM OPERATING ACTIVITIES 4,048,812,106 3,602,677,863

Purchase of fixed assets (including CWIP) (4,748,003,761) (7,638,595,121)Sale of Fixed Assets 63,890,036 4,052,317Sale / purchase of Investment (net) (196,298,894) 2,466,547,015Interest received 116,466,742 105,096,129Dividend Received from Mutual Funds 36,040,161 91,080,275Consideration towards Acquisition / Intangibles (1,898,603,407) (1,429,979,461)NET CASH USED IN INVESTING ACTIVITIES (6,626,509,123) (6,401,798,846)

Proceeds from Secured Loan 3,316,895,823 3,848,118,010Repayment of Secured Loan - (2,434,115)Dividend and Dividend Tax Paid (573,200,931) (576,021,142)Repurchase of FCCB's (701,360,400) (1,583,668,849)Interest paid (350,274,264) (117,634,453)Proceeds from issue of Share Capital (includes share premium) 13,378,137 8,218,102NET CASH FROM FINANCE ACTIVITIES 1,705,438,365 1,576,577,553NET INCREASE IN CASH & CASH EQUIVALENTS (872,258,652) (1,222,543,430)CASH & CASH EQUIVALENTS(OPENING BALANCE) 1,375,760,604 2,598,304,034CASH & CASH EQUIVALENTS(CLOSING BALANCE) 503,501,952 1,375,760,604

(Amount in Rs.)


1) Cash & cash equivalents consists of cash on hand and balances with banks.2) Figures for the previous years have been regrouped/re-cast wherever necessary.This is the referred to in our report of even date For and on behalf of Board of DirectorsForChartered Accountants



Mumbai, Mumbai,Date: August 10, 2010 Date: August 10, 2010



Atul D. Tayal Hiranya Ashar

Cash Flow

Dharmesh DesaiExecutive Vice President


As per our report of even date

Dharmesh DesaiExecutive Vice President








Atul D. Tayal Hiranya Ashar

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(Amount in US $)


SOURCES OF FUNDS

LOAN FUNDS


SHAREHOLDERS' FUNDS

DEFERRED TAX LIABILITYMINORITY INTERESTTOTAL 624,580,973 519,530,156

FIXED ASSETS

GOODWILLINVESTMENTSFOREIGN CURRENCY MONETARY ITEM TRANSLATION DIFFERENCE ACCOUNTDEFERRED TAX ASSETSCURRENT ASSETS, LOANS AND ADVANCES

LESS : CURRENT LIABILITIESAND PROVISIONSNET CURRENT ASSETSTOTAL 624,580,973 519,530,156

Share Capital 34,591,162 33,634,137Reserves & Surplus 310,713,597 267,507,114

345,304,759 301,141,251

Secured Loans 152,057,323 80,599,775Unsecured Loan 118,061,317 127,617,238

9,102,483 10,005,21455,091 166,678

Gross Block 463,390,656 345,061,734Less: Depreciation / Amortisation 107,601,172 84,551,579Net Block 355,789,484 260,510,155Add: Capital Work In Progress 52,112,821 58,348,505

407,902,305 318,858,66063,530,200 62,874,46311,823,429 7,398,603

949,190 3,636,4241,525,283 1,507,784

a) Inventories 832,066 2,183,488b) Sundry Debtors 134,074,402 124,314,776c) Cash & Bank Balances 10,804,763 28,739,515d) Other current assets 4,227,621 2,844,693e) Loans & Advances 39,358,354 24,414,323

189,297,206 182,496,795

50,446,640 57,242,573138,850,566 125,254,222

















1. The Consolidated financial statements of the Company and its subsidiaries have been prepared in Indian Rupees, the national currency ofIndia, based on a line-by-line consolidation after eliminating all inter company balances and transactions.

2. All conversions from Indian Rupees ('Rs.') to U.S.dollars ('U.S.$') are made on the basis of exchange rate prevailing on 30th June, 2010 ofRs. 46.60 = U.S.$ 1.00 (Last Year Rs. 47.87 = U.S.$ 1.00).

98

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(Amount in US $)

INCOME

EXPENDITURE

Sale of IT Solutions & Services 328,899,237 286,779,381

Other Income 5,993,187 14,423,175

Material & Subcontracting Cost 62,664,774 44,909,211

Manpower cost 107,159,411 110,816,833

Other expenses 35,250,282 34,223,156

Interest 8,990,735 2,628,733

Depreciation / Amortisation 57,491,485 39,004,059

63,335,737 69,620,564

Less : Provision For Taxation 8,702,226 8,394,597

54,633,511 61,225,967

Add : Minority Share in Losses 116,130 154,219

Add : Balance brought forward from previous year 176,038,831 130,002,139

FCCB Redemption Reserve 29,613,734 -

Dividend Paid 909 2,331

Proposed Dividend 11,242,128 10,090,241

Income Tax on Proposed / Paid Dividend 1,902,973 1,803,989

Transfer to General Reserve 7,870,241 8,117,276

Basic 0.34 0.38

Diluted 0.34 0.38

TOTAL 334,892,424 301,202,556

TOTAL 271,556,688 231,581,992

PROFIT BEFORE TAX

PROFIT AFTER TAX

PROFIT FOR THE YEAR 54,749,641 61,380,186

BALANCE AVAILABLE FOR APPROPRIATION 230,788,472 191,382,325

APPROPRIATIONS

BALANCE CARRIED TO BALANCE SHEET 180,158,487 171,368,488

EARNINGS PER SHARE ( equity shares,par value Rs.10 each)


1. The Consolidated financial statements of the Company and its subsidiaries have been prepared in Indian Rupees, the national currency ofIndia, based on a line-by-line consolidation after eliminating all inter company balances and transactions.

2. All conversions from Indian Rupees ('Rs.') to U.S.dollars ('U.S.$') are made on the basis of exchange rate prevailing on 30th June, 2010 ofRs. 46.60 = U.S.$ 1.00 (Last Year Rs. 47.87 = U.S.$ 1.00).

99

For and on behalf of Board of Directors

K K Singh R. . umar K.R.Modi

Atul D. Tayal Hiranya Ashar Dharmesh Desai

R KChairman & Managing Director Director Director

Jt. Managing Director Director - Finance & Executive Vice PresidentChief Financial Officer Legal & Company Secretary

Mumbai,Date: August 10, 2010

��

Subsidiary Issued & Reserves Total Assets Total Turnover Profit / Provision Profit / Proposedsubscribed share Liabilities (Loss) before for Taxation (loss) after Dividendcapital including Taxation Taxation

Preference Share Capital

Rolta International Inc 52,397.97 (16,046.57) 46,090.93 9,739.53 4,127.09 (3,680.32) - (3,680.32) --Rolta Canada Ltd 4,446.58 (1,551.76) 3,702.21 807.40 1,595.43 (1,620.86) - (1,620.86) --Rolta TUSC Ltd 17.48 (886.68) 8,907.75 9,776.96 19,940.34 (2,488.75) 158.10 (2,646.85) --Piocon Technologies Inc 694.26 745.38 1,727.20 287.56 3,477.94 333.76 - 333.76 --Rolta Asia Pacific Pty Ltd 20.78 (905.87) 20.76 905.84 75.34 (294.70) - (294.70) --Rolta Saudi Arabia Ltd 180.35 (1,372.58) 772.26 1,964.50 1,200.55 (7.52) - (7.52) --Rolta Middle East FZ-LLC 61.32 (3,906.06) 3,833.65 7,678.38 2,447.14 (1,718.52) - (1,718.52) --Rolta UK Ltd 6,825.05 (6,215.63) 4,549.93 3,940.51 3,794.64 (1,097.39) - (1,097.39) --Rolta Benelux B.V 827.06 (2,977.02) 282.27 2,432.23 860.17 (315.77) - (315.77) --Rolta Deutschland GmBh 30.38 (445.17) 600.24 1,015.03 2,392.22 186.03 - 186.03 --Rolta Thales Limited 500.00 (432.72) 143.22 75.94 14.62 (131.05) - (131.05) --

Amount (Rs. in Lacs)

Statement pursuant to Section 212 of the Companies Act 1956 Relating to Subsidiary CompaniesRolta

Thales Ltd.,Rolta

DeutschlandGmbH

Germany *

RoltaBeneluxB V *

RoltaUK

Limited

RoltaMiddle

East FZ LLC

RoltaSaudi Arabia

Limited

RoltaAsia PacificPty Ltd**

PioconTechnologies

Inc **

RoltaTUSC Inc. **

RoltaCanadaLtd **

RoltaInterna-

tional Inc.

1 Financial year of the subsidiary Company ended on 30.06.10 30.06.10 30.06.10 30.06.10 30.06.10 31.03.10 31.03.10 31.03.10 31.03.10 31.03.10 31.03.10Holding Company's Interest 100% 100% 100% 100% 100% 75% 100% 100% 100% 100% 51%

2 Number of shares held by the holding co 280000 10000001 37500000 2000 52055 1125 500 2367000 30000 50000 2550000in the subsidiary Common Common Common Common Common Shares of Share of Ordinary Ordinary Ordinary Eq. Shares

Shares of Shares of Shares of Shares of Shares of Saudi UAE (AED) Shares of Shares of Shares of of Rs.10US $ 100 US $ 1 US $ 0.001 $ 1 each AUD $ 1 Riyal (SR) 1000 each 1 each Euro Euro 1 each each

each each ( held each ( held ( held by each ( held 1000 each 45.38 ( held byby Rolta by Rolta Rolta by Rolta each Rolta UKInternat- Internat- Internat- Internat- (held by Ltd)

ional Inc) ional Inc) ional Inc) ional Inc) RoltaUK Ltd)

844420 76650Preference Preference

Shares of Shares ofUS $ 100

each

₤

₤ 100 each

Local / Reported Currency US$ CAN$ US$ US$ AUD$ SR AED UK Euro Euro INRExchange Rate:Average exchange rate for the year 46.6767 44.2252 46.6767 46.6767 41.1581 12.7246 12.9851 75.8835 67.1379 67.1379 1.0000Closing exchange rate for the year 46.6000 44.4657 46.6000 46.6000 39.9222 12.0231 12.2633 68.0328 60.7533 60.7533 1.0000

3 The net aggregate amount of the Subsidiary's profits(Losses) so far as it concerns members of theHolding Company and is not dealt with in theHolding Company's accountsi) For the financial year of the subsidiary

(Amount in local / reported currency) (7884721) (3,665,025) (5670617) 715045 (716031) (59090) (13234538) (1446145) (470332) 277090 (6683720)(Amount Rs. in Lacs) (3,680.32) (1,620.86) (2,646.85) 333.76 (294.70) (7.52) (1,718.52) (1,097.39) (315.77) 186.03 (66.84)

ii) For the previous financial years of the subsidiarysince it became the Holding Company's subsidiary(Amount in local / reported currency) (26,549,975) 175,228 623210 1242840 (1553048) (11732140) (18617045) (7690074) (4429854) (1009840) (15385013)(Amount Rs. in Lacs) (12,372.29) 77.92 290.42 579.16 (620.01) (1,410.57) (2,283.06) (5,231.77) (2,691.28) (613.51) (153.85)

₤

4 Net aggregate amounts of the profits/ (losses) of thesubsidiary dealt with in the Company's accountsi) For the financial year of the subsidiary NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NILii) For the previous financial years of the subsidiary

since it became the Holding Company's subsidiary NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL

5 Changes in the interest of Rolta India Limited in NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NILthe subsidiary companies between the end of thefinancial year of the subsidiary companies and thatof Rolta India Limited.

6 Material changes between the end of the financial Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NILyear of the subsidiary companies and the end of thefinancial year of Rolta India Limited, in respect ofthe Subsidiary company’s fixed assets, investments,lending and borrowing for the purposes other thanmeeting their current liabilities.

* Subsidiaries of Rolta UK Limited: ** Subsidiary of Rolta Intl Inc. USA.

Note:1) Balance Sheet Items are converted into Indian Rupee by applying closing exchange rate 2) Revenue Items are converted into Indian Rupee by applying average exchange rate

100

��+��,��+��-�!��.

101

To

The Board of Directors of

Rolta India Limited

We have audited the accompanying consolidated financial

statements of Rolta India Limited ('Rolta' or 'the Company') and

its subsidiaries (together referred to as 'the Group'), which

comprise of consolidated balance sheet as at 30 June 2010, the

consolidated statement of income, the consolidated statement

of changes in shareholders' equity and the consolidated

statement of cash flows for the year then ended, and a summary

of significant accounting policies and other explanatory notes.

Management is responsible for the preparation and fair

presentation of these financial statements in accordance with

International Financial Reporting Standards. This responsibility

includes: designing, implementing and maintaining internal

control relevant to the preparation and fair presentation of

financial statements that are free from material misstatement,

whether due to fraud or error; selecting and applying

appropriate accounting policies; and making accounting

estimates that are reasonable in the circumstances.

Our responsibility is to express an opinion on these financial

statements based on our audit. We conducted our audit in

accordance with International Standards on Auditing. Those

standards require that we comply with ethical requirements and

plan and perform the audit to obtain reasonable assurance

whether the financial statements are free from material

misstatement.

An audit involves performing procedures to obtain audit

evidence about the amounts and disclosures in the financial

statements. The procedures selected depend on the auditor's

judgment, including the assessment of the risks of material

misstatement of the financial statements, whether due to fraud

or error. In making those risk assessments, the auditor considers

internal control relevant to the entity's preparation and fair

presentation of the financial statements in order to design audit

procedures that are appropriate in the circumstances, but not for

the purpose of expressing an opinion on the effectiveness of the

Management's Responsibility for the Financial Statements

Auditors' Responsibility

entity's internal control. An audit also includes evaluating the

appropriateness of accounting policies used and the

reasonableness of accounting estimates made by management, as

well as evaluating the overall presentation of the financial

statements. We believe that the audit evidence we have obtained

is sufficient and appropriate to provide a basis for our audit

opinion.

We did not audit the financial statements of certain subsidiaries

and joint ventures, whose financial statements reflect total assets

of Rs. 5,586,234 thousand as at June 30, 2010, total revenue of

Rs. 4,277,131 thousand and cash out flow of Rs. 34,377

thousand for the year then ended. The financial statements and

other financial information of these subsidiaries and joint

ventures have been audited by other auditors whose reports

have been furnished to us, and our opinion is based solely on

the report of those other auditors.

We report that the consolidated financial statements have been

prepared by Rolta's management in accordance with the

requirements of International Accounting Standard 27,

Consolidated Financial Statements and Accounting for

Investments in Subsidiaries and International Accounting

Standard 31, Financial Reporting of Interests in Joint Ventures,

issued by the International Accounting Standards Board.

In our opinion, the financial statements give a true and fair view

of the financial position of the Group as at June 30, 2010, and of

its financial performance and the changes in the shareholder's

equity and its cash flows for the year then ended in accordance

with International Financial Reporting Standards.

Mumbai

Date: August 10, 2010

Opinion

Grant Thornton

��

��(All amounts in thousands of Indian Rupees, unless otherwise stated) (All amounts in thousands of Indian Rupees, unless otherwise stated)

Notes 30th June 2010 30th June 2009

Current

Total current assets 9,438,315 9,107,096

Non current

Total non current assets 21,099,440 17,493,570

Total assets 30,537,755 26,600,666

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Total current liabilities 2,926,750 1,963,774

Non current

Total non current liabilities 11,624,085 10,444,380

Total liabilities 14,550,835 12,408,154

Stockholders' equity

15,984,353 14,184,533

Total stockholders' equity 15,986,920 14,192,512

Total liabilities and stockholders' equity 30,537,755 26,600,666

Cash and cash equivalents D 459,405 1,324,661

Restricted cash E 44,097 51,099

Short term marketable securities (available for sale) 552,012 354,171

Accounts receivables, net F 6,247,867 5,950,948

Inventories G 38,774 104,524

Other current assets H 2,096,160 1,321,693

Property, plant and equipment, net I 15,956,711 14,009,373

Intangible Assets J 2,433,905 741,462

Goodwill K 2,520,950 2,555,829

Deferred tax assets O 187,874 186,906

Accounts payable 221,085 586,174

Current tax liabilities, net of advances 223,543 144,982

Short term borrowings 1,433,251 -

Other liabilities L 1,048,871 1,232,618

Long-term borrowings M 11,101,202 9,833,050

Employee obligations N 179,314 142,401

Deferred tax liabilities O 328,164 468,929

Other liabilities AA 15,405 -

P

Common stock 1,611,948 1,610,067

Additional paid in capital 3,680,606 3,490,831

Stock compensation reserve 82,454 178,279

Statutory reserve 1,388,825 8,825

Translation reserve 96,470 143,574

Revaluation of available for sale financial assets (AFS reserve) 1,040 -

Accumulated earnings 9,123,010 8,752,957

Non-controlling interest 2,567 7,979

(The accompanying notes are an integral part of these consolidated financial statements)

Notes

Revenues

Total 15,326,704 13,728,129

Total 12,526,178 11,085,342Operating profit 2,800,526 2,642,787

Profit before tax 2,621,193 2,137,014Taxes

Net result from operations 2,309,792 1,891,648Other comprehensive income

Other comprehensive income for the year, net of taxTotal comprehensive income for the year 2,263,728 1,966,333Profit for the year attributable to:

2,315,204 1,899,030Total comprehensive income attributable to:

2,269,140 1,973,715Earnings per share

Operating revenue Q 15,326,704 13,728,129

ExpensesMaterials consumed S 2,920,179 1,967,941Employee costs T 5,076,083 5,323,236Other expenses 1,622,654 1,704,662Depreciation and amortization 2,907,262 2,089,503

Other income R 641,778 176,026Interest cost (821,111) (681,799)

Current tax expenses (459,496) (379,504)Deferred tax benefit 148,095 134,138

Exchange differences on translating foreign operations (47,104) 81,285Available for sale financial assets 1,040 (6,600)Income tax relating to components of other comprehensive income - -

(46,064) 74,685

Non-controlling interest (5,412) (7,382)Equity shareholders of Rolta India Limited

Non-controlling interest (5,412) (7,382)Equity shareholders of Rolta India Limited

Basic (in Rs.) Y 14.37 11.80Diluted (in Rs.) Y 14.27 11.77(The accompanying notes are an integral part of these consolidated financial statements)

��

Year Ended30th June 2010

Year Ended30th June 2009

ASSETS

�� (All amounts in thousands of Indian Rupees, unless otherwise stated)

TotalStock-

holders'Equity

Non-controlling

interestTotal

attributableto owners

of theparent

Accumu-lated

earnings

Translationreserve

AFSreserve

Statutoryreserve

Additionalpaid incapital

Stockcompens-

ationreserve

Commonstock -Amount

CommonstockNo. ofshares

Equity attributable to shareholders of Rolta India Limited

Balance as at 1 July 2008 160,897,551 1,608,976 3,483,704 159,846 8,825 6,600 62,289 7,431,429 12,761,669 15,361 12,777,030

Transactions with owners 109,064 1,091 7,127 18,433 - - - (577,502) (550,851) - (550,851)

Total comprehensive income for the year - - - - - (6,600) 81,285 1,899,030 1,973,715 (7,382) 1,966,333Balance as at 30 June 2009 161,006,615 1,610,067 3,490,831 178,279 8825 - 143,574 8,752,957 14,184,533 7,979 14,192,512Balance as at 1 July 2009 161,006,615 1,610,067 3,490,831 178,279 8,825 - 143,574 8,752,957 14,184,533 7,979 14,192,512

Transactions with owners 188,201 1,881 189,775 (95,825) 1,380,000 - - (1,945,151) (469,320) - (469,320)

Total comprehensive income for the year - - - - - 1,040 (47,104) 2,315,204 2,269,140 (5,412) 2,263,728Balance as at 30 June 2010 161,194,816 1,611,948 3,680,606 82,454 1,388,825 1,040 96,470 9,123,010 15,984,353 2,567 15,986,920

Dividend paid - - - - - - - (577,502) (577,502) - (577,502)Shares issued on exercise of ESOPs 109,064 1,091 7,127 - - - - - 8,218 - 8,218Employee share based payment - Options - - - 18,433 - - - - 18,433 - 18,433

Profit for the year - - - - - - - 1,899,030 1,899,030 (7,382) 1,891,648Other comprehensive income:Available for sale financial assets:- current year gains/(losses) - - - - - - - - - - -- reclassification to profit or loss - - - - - (6,600) - - (6,600) - (6,600)Exchange differences on translation of foreign operations - - - - - - 81,285 - 81,285 - 81,285Income tax relating to components of othercomprehensive income - - - - - - - - - - -

Dividend paid - - - - - - - (565,151) (565,151) - (565,151)Shares issued on exercise of ESOPs 188,201 1,881 11,496 - - - - - 13,377 - 13,377Employee share based payment - Options - - - 82,454 - - - - 82,454 - 82,454Transfer from Stock Compensation Reserve - - 178,279 (178,279) - - - - - - -Transfer to Debenture Redemption Reserve - - - - 1,380,000 - - (1,380,000) - - -

Profit for the year - - - - - - - 2,315,204 2,315,204 (5,412) 2,309,792Other comprehensive income:Available for sale financial assets:- current year gains/(losses) - - - - - 1,040 - - 1,040 - 1,040- reclassification to profit or loss - - - - - - - - - - -Exchange differences on translation of foreign operations - - - - - - (47,104) - (47,104) - (47,104)Income tax relating to components of othercomprehensive income - - - - - - - - - - -


103102

��

�� (All amounts in thousands of Indian Rupees, unless otherwise stated)

�� !��"�� (All amounts in thousands of Indian Rupees, unless otherwise stated)

Year ended30th June 2010

Year ended30th June 2009

(A) Cash inflow/ (outflow) from operating activitiesProfit before tax 2,621,193 2,137,014Adjustments

6,059,646 5,062,109Changes in operating assets and liabilities

Net changes in operating assets and liabilities (1,638,171) (1,121,202)

Net cash provided by operating activities 4,041,896 3,601,503(B) Cash inflow/ (outflow) from investing activities

Net cash used in investing activities (6,634,573) (6,370,299)(C ) Cash inflow / (outflow) from financing activities

Net cash provided by financing activities 1,745,339 1,580,587

Net decrease in cash and cash equivalents (865,256) (1,194,971)Cash and cash equivalents at the beginning of the year 1,324,661 2,519,632Cash and cash equivalents at the end of the year 459,405 1,324,661

459,405 1,324,661

Depreciation and amortization 2,907,262 2,089,507Employee compensation on stock options 82,454 18,433Interest on Foreign Currency Convertible Bonds ('FCCB') 402,143 625,232Interest expense/(income), net 381,125 (89,113)Loss on sale of asset (net) 128,264 2,641Profit on repurchase of FCCB (115,882) (482,266)Profit on sale of investments (502) (4,465)Dividend income (36,040) (91,080)Bad debts and allowances for doubtful balances 81,739 30,898Fair value of FCCB conversion option 18,886 8,862Unrealized exchange differences (net) (410,996) 816,446

Restricted cash 7,002 27,574Accounts receivable and other assets (1,225,803) (274,859)Other assets 40,973 253,094Inventory 65,749 109,664Accounts payable and other liabilities (526,092) (1,236,675)

Income Taxes paid (378,670) (338,113)Gratuity paid (909) (1,291)

Dividend received 36,040 91,080Interest received 115,046 105,096Payments for purchase of property plant and equipment (4,737,928) (7,638,595)Payments for purchase of intangible assets (1,890,673) (489,874)Proceeds from sale of property plant and equipment 63,634 4,052Sale of available for sale investments (196,299) 2,466,548Consideration towards business combination, net of cash acquired,(Refer Note B - Business Combination) (24,393) (908,606)

Proceeds from long term borrowings 3,357,307 3,848,118Repayment of long term borrowings (511) (2,434)Interest paid (350,274) (117,634)Proceeds from issue of share capital 13,378 8,218Repurchase of FCCB's (701,360) (1,583,669)Proceeds from capital lease 20,452 -Dividend paid (including tax on dividend) (573,201) (572,012)

Effect of exchange rate changes on cash (17,918) (6,762)

Cash and cash equivalents compriseCash in hand 900 1,026Balances with banks 458,505 1,323,635


Particulars NOTE A - BACKGROUND INFORMATION ANDSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. NATURE OF OPERATIONS

2. GENERAL INFORMATION

Rolta India Limited ('Rolta' or 'the Company') and its subsidiaries(together referred to as 'the Group') is an Indian multinationalorganization that has executed projects in over 40 countries. The Grouphas presence in North America, Europe, Australia and the Middle East.The Group serves these markets by providing innovative solutions inEnterprise Geospatial and Defence Solutions ('EGDS'), EngineeringDesign and Operations Solutions ('EDOS'); and Enterprise InformationTechnologySolutions ('EITS').

Rolta entered into a strategic partnership with The Shaw Group Inc.,USA, a leading engineering procurement and construction ('EPC')company to provide globally high quality cost effective engineering,design and procurement services, related to power, refinery andpetrochemical projects. The Joint Venture Company, Shaw RoltaLimited is incorporated in India and the Company has a 50% stake inthis company.

Through its subsidiary Rolta Thales Limited ('RTL') incorporated inIndia, the Group has a partnership with Thales, France. Thales is a worldleader in Mission Critical Information Systems for the defence,aerospace and homeland security markets. The subsidiary will takeadvantage of technology transfer from Thales for developing state of theart, command, control, communications, computers, intelligence,surveillance, target acquisition and reconnaissance ('C4ISTAR')equipment systems to address opportunities in the defence, security anddefence segmentsworldwide.Rolta IndiaLimitedhas51%stake inRTL.

Rolta India Limited, a public listed company, is domiciled in Mumbai,India and is the Group's ultimate parent company. The registeredoffice of Rolta India Limited is at Rolta Tower A, Rolta TechnologyPark, 22nd Street, MIDC, Andheri (E), Mumbai - 400 093, India.

The Company's shares are listed on the Bombay Stock Exchange andthe National Stock Exchange of India in Mumbai, India and theCompany's Global Depositary Receipts (GDR's) are listed on LondonStock Exchange, UK. The Company has issued Foreign CurrencyConvertible Debt instruments which are traded on the SingaporeStock Exchange (SGX).

The consolidated financial statements have been prepared inaccordance with International Financial Reporting Standards issuedby the International Accounting Standards Board effective for annualperiods commencing 1 July 2009. These financial statements includecomparative financial information as at and for the year ended 30 June2009, as required by IAS 1 - Presentation of Financial Statements ('IAS1'). The Consolidated Financial Statements have been prepared on agoing concern basis.

Rolta also separately presents its consolidated financial statements forthe same period prepared in accordance with accounting principlesgenerally accepted in India ('Indian GAAP'). The significantdifferences between the Indian GAAP and IFRS, so far as concerns thefinancial statements referred to above, primarily relate to share basedpayments to employees, depreciation of assets based on estimateduseful life of assets, accounting for derivatives and financialinstruments including computation of imputed interest andaccounting of foreign exchange fluctuation and businesscombinations. A reconciliation of net income determined as perIndian GAAP with the net income determined as per IFRS has beenpresented in Note 5.

The consolidated financial statements of Rolta are prepared andpresented in thousands of Indian Rupees ('INR'), the Company'sfunctional currency.

The consolidated financial statements for the year ended 30 June2010 were approved by the Board of Directors on August 10, 2010.Financial statements once approved by the Board of Directors aregenerally not amended.

The following new Standards and Interpretations have not beenapplied in the Group's consolidated financial statements for the yearended 30 June 2010.

The consolidated financial statements have been prepared usingthe measurement basis specified by IFRS for each type of asset,liability, income and expense. The measurement bases are morefully described in the accounting policies. The significantaccounting policies that have been used in the preparation ofthese consolidated financial statements are summarised below.

All accounting estimates and assumptions that are used in preparing theconsolidated financial statements are consistent with the Rolta's latestapproved budgeted forecast, where applicable. Judgements are based onthe information available at each balance sheet date. Although theseestimates are based on the best information available to management,actual resultsmayultimatelydiffer fromthoseestimates.

Estimates of life of various tangible and intangible assets, allowance foruncollectible amounts, percentage of completion of customer contracts,costs to complete customer projects and assumptions used in thedetermination of employee-related obligations represent certain of thesignificant judgements andestimatesmadebymanagement.

The preparation of these consolidated financial statements is inconformity with IFRS and requires the application of judgment by

4.1. OVERALL CONSIDERATIONS

3. STANDARDSANDINTERPRETATIONSNOTYETAPPLIED

4. SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIES

105104

Effective datesStandard or Interpretation

IFRS 9: Financial Instruments - Recognition and Measurement 1 January 2013IFRS 2: Group Cash Settled Share Based Transactions 1 January 2010(Amendments to IFRS 2)IAS 24: Related Party Disclosures (Amendments to IAS 24) 1 January 2011

IFRS 9: Financial Instruments - Recognition and MeasurementThe IASB aims to replace IAS 39 Financial Instruments: Recognition andMeasurement in its entirety by the end of 2010, with the replacement standardto be effective for annual periods beginning 1 January 2013. IFRS 9 is the firstpart of Phase 1 of this project. The main phases are:Phase 1: Classification and MeasurementPhase 2: Impairment methodologyPhase 3: Hedge accountingIn addition, a separate project is dealing with de-recognition. Managementhas yet to assess the impact that this amendment is likely to have on thefinancial statements of the Group. However, they do not expect to implementthe amendments until all chapters of the IAS 39 replacement have beenpublished and they can comprehensively assess the impact of all changes.IFRS 2: Group Cash Settled Share BasedTransactions (Amendments to IFRS 2) The Group does not currently have anycash settled transactions and the Management does not expect materialimpacts on the Group's consolidated financial statements when theinterpretation becomes effective.IAS 24: Related Party Disclosures (Amendments to IAS 24)The effect of the amendments is to provide exemptions for an entity controlledby or under significant influence of the Government on disclosurerequirements for transactions and outstanding balance with other entities thatbecome related parties because the same government has control or significantinfluence over the entity and the other related entity. Management does notexpect any impact on such amendments becoming effective as none of theGroup entities are under control or significant influence of any Government.

management in selecting appropriate assumptions for calculatingfinancial estimates, which inherently contain some degree ofuncertainty. Management estimates are based on historical experienceand various other assumptions that are believed to be reasonable in thecircumstances, the results of which form the basis for makingjudgments about the reported carrying values of assets and liabilitiesand the reported amounts of revenues and expenses that may not bereadily apparent from other sources. Actual results may differ fromthese estimates under different assumptions or conditions.

In the process of applying the Group's accounting policies, thefollowing judgments have been made apart from those involvingestimations, which have the most significant effect on the amountsrecognized in the financial information:

The Group has evaluated each lease agreement for its classificationbetween finance lease and operating lease. The Group has reached itsdecisions on the basis of the principles laid down in IAS 17, "Leases" forthe said classification. Also, the Company has used IFRIC 4,"Determining whether an arrangement contains a lease" for determiningwhether an arrangement is, or contains, a lease is based on the substanceof thearrangement andbased on theassessment whether:

Management judgment is required in determining provisions forincome taxes, deferred tax assets and liabilities and the extent to whichdeferred tax assets can be recognized. If the final outcome of thesematters differs from the amounts initially recorded, differences willimpact the income tax and deferred tax provisions in the period inwhich such determination is made.

The cost of post employment benefits is determined using actuarialvaluations. The actuarial valuation involves making assumptions aboutdiscount rates, expected rate of return on assets, future salary increases,and mortality rates. Due to the long term nature of these plans suchestimates are subject to significant uncertainty.

Management uses valuation techniques in measuring the fair value offinancial instruments where active market quotes are not available.Details of the assumptions used are given in the notes regardingfinancial assets and liabilities. In applying the valuation techniquesmanagement makes maximum use of market inputs, and uses estimatesand assumptions that are, as far as possible, consistent with observabledata that market participants would use in pricing the instrument.Where applicable data is not observable, management uses its bestestimate about the assumptions that market participants would make.These estimates may vary from the actual prices that would beachieved in an arm's length transaction at the reporting date.

The Group has adopted the following new interpretations, revisions andamendments to IFRS issued by the International Accounting StandardsBoard, which are relevant to and effective for the Group's ConsolidatedFinancial Statements for theannualperiod beginning1 July2009:

Leases

a) fulfillment of the arrangement is dependent on the use of aspecific asset or assets (the asset); and

b) the arrangement conveys a right to use the asset.

Deferred Tax

Post employment benefits

Fair value of financial instruments

4.2. ADOPTION OF NEW STANDARDS ANDINTERPRETATIONS AND CHANGES INACCOUNTING POLICY

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IAS 1 Presentation of financial statements (revised 2007)IAS 23 Borrowing costs (revised 2007)IAS27Consolidatedandseparatefinancialstatements(revised2008)IFRS 3 Business combinations (revised 2008)

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IFRS 7 Financial instruments: Disclosures - Amendments toimprove disclosures about financial instrumentsIFRS 8 Operating segments

Adoption of IAS 1 Presentation of financial statements (revised 2007)(effective from 1 January 2009)

The consolidated financial statements are presented in accordancewith IAS 1 Presentation of Financial Statements (Revised 2007). TheGroup has elected to present the 'Statement of comprehensiveincome' as required by the Standard as a single statement, whichincludes other comprehensive income.

Adoption of IAS 23 Borrowing costs (revised 2007) (effective from 1January 2009)

The revised standard requires the capitalisation of borrowing costs, tothe extent they are directly attributable to the acquisition, productionor construction of qualifying assets that need a substantial period oftime to get ready for their intended use or sale. In prior periods, theGroup's policy was to immediately expense those borrowing costs.

In accordance with the transitional provisions of the revisedstandard, no retrospective restatement has been made forborrowing costs that have been expensed for qualifying assets witha commencement date before the effective date of 1 January 2009.

The revised Standard has not affected the Group's interest expenserecognized or cost of assets capitalized in the current period as theGroup has not incurred expenditures on any new qualifying assetsduring theperiodendedandasat30 June2010.

Adoption of IAS 27 Consolidated and Separate Financial Statements(revised 2008) (effective from 1 July 2009)

The revised standard introduces changes to the accounting requirementsfor the lossofcontrolofasubsidiaryandforchanges intheGroup's interestin subsidiaries. The Group's shareholding in subsidiaries has not changedin thecurrentperiod.Thus theadoptionof this standarddoesnothaveanyeffect on the Consolidated Financial Statements of the Group in thecurrentperiod.

Adoption of IFRS 3 Business Combinations (revised 2008) (effectivefrom 1 July 2009)

The standard is applicable for business combinations occurring inreporting periods beginning on or after 1 July 2009 and will beapplied prospectively. The new standard introduces changes tothe accounting requirements for business combinations, but stillrequires use of the purchase method. In the current period theGroup has made an acquisition which has been accounted for asper the revised standard. The specific disclosures as required bythe revised Standard have been given in Note B.

Adoption of amendments to IFRS 7 Financial Instruments:Disclosures - improving disclosures about financial instruments

The amendments require additional disclosures for financialinstruments that are measured at fair value in the statement offinancial position. These fair value measurements arecategorised into a three-level fair value hierarchy, whichreflects the extent to which they are based on observable marketdata. A separate quantitative maturity analysis must bepresented for derivative financial liabilities that shows theremaining contractual maturities, where these are essential foran understanding of the timing of cash flows. The Group hastaken advantage of the transitional provisions in theamendments and has not provided comparative information inrespect of the new requirements. The disclosure requirements ofthe amendments have been given in Note FF.

AdoptionofIFRS8Operatingsegments(effectivedate1January2009)

IFRS 8 replaced IAS 14 Segment Reporting upon its effective date.The new standard requires a 'management approach', under whichsegment information is presented on the same basis as that used forinternal reporting provided to the chief operating decision maker.The application of this standard did not result in any change in thenumber of reportable segments. The Group concluded that theoperating segments determined in accordance with IFRS 8 are thesame as the business segments previously identified under IAS 14.IFRS 8 disclosures are shown in Note 8, including the related revisedcomparative information.

The Consolidated Financial Statements are presented in accordancewith IAS 1 Presentation of Financial Statements (Revised 2007). TheGroup has elected to present the 'Statement of comprehensiveincome' as required by the Standard as a single statement, whichincludes other comprehensive income.

Two comparative periods are presented for the consolidated balancesheet when the Group:

And the effect of the above retrospective application of accountingpolicy or retrospective restatement or reclassification of items inthe financial statements affects the consolidated balance sheet in amanner which would require the disclosure of an additionalcomparative consolidated balance sheet to enable the users of thefinancial statements to better understand the retrospectiveapplication or restatement or reclassification so made. Anadditional comparative consolidated balance sheet is not givenwhen the effect of change in retrospective application orrestatement or reclassification does not change the informationpreviously reported in the consolidated balance sheet.

The group financial statements consolidate those of the Company andall of its subsidiary undertakings drawn up to the dates specified in NoteC. Subsidiaries are all entities over which Rolta India Limited has thepower to control the financial and operating policies. Rolta IndiaLimitedobtains andexercises control throughvoting rights.

The reporting periods for certain subsidiaries do not coincide with that ofthe Company as these are aligned to the accounting periods for localstatutory and tax filing purposes in each of those jurisdictions in which thesubsidiaries operate. Adjustments are made for the effects of significanttransactionsorevents thatoccurbetweenthedateasofwhichthefinancialstatements of the subsidiaries are prepared and the date of the financialstatementsoftheCompany.

Unrealised gains and losses on transactions between the Companyand its subsidiaries are eliminated. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset isalso tested for impairment losses from the Group's perspective.Amounts reported in the financial statements of subsidiaries havebeen adjusted where necessary to ensure consistency with theaccounting policies adopted by Rolta. Entities whose economicactivities are controlled jointly by the Rolta India Limited and byother venturers independent of Rolta are accounted for usingproportionate consolidation.

Profit or loss and other comprehensive income of subsidiariesacquired or disposed off during the year are recognized from theeffective date of acquisition, or up to the effective date of disposal as

4.3 PRESENTATION OF CONSOLIDATED FINANCIALSTATEMENTS

4.4. BASIS OF CONSOLIDATION

(i) applies an accounting policy retrospectively,(ii) makes a retrospective restatement of items in its financial

statements, or(iii) reclassifies items in the financial statements.

appropriate. Non-controlling or Minority interests are presented inthe consolidated statement of financial position within equity,separately from the equity of the owners of the parent. Non -controlling interests represent the portion of a subsidiary's profitand loss and net assets that is not held by the Group. Profit or lossand each component of other comprehensive income are attributedto the owners of the parent and to the non-controlling interests.Total comprehensive income is attributed to the owners of theparent and to the non-controlling interests even if this results in thenon-controlling interests having a deficit balance.

Business combinations are accounted for using the purchase method.The purchase method involves the recognition of the acquiree'sidentifiable assets and liabilities, including contingent liabilities,regardless of whether they were recorded in the financial statementsprior to acquisition. On initial recognition, the assets and liabilities ofthe acquired subsidiary are included in the consolidated statement offinancial position at their fair values, which are also used as the basesfor subsequent measurement in accordance with the Group'saccounting policies.

Goodwill is stated after separating out identifiable intangible assets.Goodwill represents the excess of consideration transferred and anynon-controlling interests over the fair value of the identifiable netassets of the acquiree at the date of acquisition. Any excess ofidentifiable net assets over the consideration transferred and any non-controlling interest is recognised in profit or loss immediately afteracquisition as a 'bargain purchase'.

Entities whose economic activities are controlled jointly by the Companyand by other venturers independent of the Company ("joint ventures") areaccountedforusingproportionateconsolidation.

Unrealised gains and losses on transactions between Rolta and its jointventure entities are eliminated to the extent of the Group's interest.Where unrealised losses on intra-group asset sales are reversed onconsolidation, the underlying asset is also tested for impairment lossesfrom the Company's group perspective.

Amounts reported in the financial statements of jointly controlledentities have been adjusted where necessary to ensure consistencywith the accounting policies adopted by the Group.

The consolidated financial statements are presented in Indian Rupees('INR' or 'Rs.'), which is the functional currency of the parentcompany, Rolta India Limited, being the currency of the primaryeconomic environment in which it operates.

In the separate financial statements of the consolidated entities, foreigncurrency transactions are translated into the functional currency of theindividual entity using the exchange rates prevailing at the dates of thetransactions (spot exchange rate). Foreign exchange gains and losses resultingfrom the settlement of such transactions and from the translation of remainingbalances at year-end exchange rates are recognised in the statement ofcomprehensiveincomeunder“otherincome”or“otherexpenses”,respectively.

In theconsolidatedfinancial statements,all separate financial statementsofsubsidiaries, originally presented in a currency different from the Rolta'spresentation currency, have been converted into INR. Assets and liabilitieshave been translated into INR at the closing rate at the balance sheet date.Income and expenses have been converted into the Rolta's presentationcurrency at the actual rates or average rates over the reporting period,wheresuchratesrepresentareasonableapproximationforactualrates.

The resulting translation adjustments are charged/credited to othercomprehensive income and recorded under the currency translationreserve in other comprehensive income

4.5. BUSINESS COMBINATIONS

4.6. INVESTMENT IN JOINT VENTURES

4.7. FOREIGN CURRENCY TRANSLATION



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4.8. REVENUE RECOGNITION

4.9. PROPERTY, PLANT AND EQUIPMENT

4.10. BORROWING COSTS

4.11. INTANGIBLE ASSETS

Revenue from sale of solutions is recognized when significant risks andrewards inrespectofownershipofsolutionsare transferredtothecustomerand there are either no unfulfilled company obligations or any obligationsare inconsequential or perfunctory and will not affect the customer's finalacceptanceofthearrangement.

Revenue from services is recognised upon the performance of servicesor transfer of risk to the customer.

Revenue from customer-related long-term contracts is recognised byreference to the percentage of completion of the contract at thebalance sheet date. Rolta's long term contracts specify a fixed price forthe sale of license and installation of software solutions & services andthe related revenue is determined using the percentage of completionmethod. The percentage of completion is calculated by comparingcosts incurred to date with the total estimated costs of the contract. Ifthe contract is considered profitable, it is valued at cost plusattributable profits by reference to the percentage of completion. Anyexpected loss on individual contracts is recognised immediately as anexpense in the statement of comprehensive income.

Rolta commits to extensive after-sales support, in the form of annualmaintenance contracts, in its service segment. The amount of the sellingprice associated with the subsequent servicing agreement is deferred andrecognised as revenue over the period during which the service isperformed.This deferred income is included in "other liabilities".

Property, plant and equipment are stated at cost of acquisition lessaccumulated depreciation. Direct costs are capitalised until the assetsare ready for use and include inward freight, duties, taxes and expensesincidental to acquisition and installation.

Depreciation on property, plant and equipment is provided basedon the straight line method over the economic useful life of assetsas estimated by the management, on a pro-rata basis. Theeconomic useful lives estimated by the management foramortisation/depreciation of the assets are as under:

The useful life of property, plant and equipment is reviewed periodicallyand wherever a change is made to the estimate of useful life of an asset,thedepreciationcharge is adjusted prospectively.

Material residual value estimates are updated as required, but at leastannually, whether or not the asset is revalued.

Borrowing costs primarily comprise interest on the Group'sborrowings. Borrowing costs directly attributable to the acquisition,construction or production of a qualifying asset are capitalized duringthe period of time that is necessary to complete and prepare the assetfor its intended use or sale. Other borrowing costs are expensed in theperiod in which they are incurred and reported in 'finance costs'.

Intangible assets include expenditure incurred by Rolta on developmentor acquisition of software and customer relationships or customercontracts or other similar assets that qualify for recognition as anintangible asset in a business combination. They are accounted for using

the cost model whereby capitalized costs are amortised over the usefullives of the assets as estimated by management, as these assets areconsidered finite. The amortization method used reflects the pattern inwhich the asset's future economic benefits are expected to be consumed,accordingly the assets are amortized on a straight line basis or on a moresystematic basis if considered appropriate. These assets are currentlyamortized over a period of five to ten years and included under'Depreciationandamortization' in the statementof income.

Rolta's intangible assets and property, plant and equipment aresubject to impairment testing.

For the purposes of assessing impairment, assets are grouped at the lowestlevels for which there are separately identifiable cash flows (cash-generating units). As a result, some assets are tested individually forimpairment and some are tested at cash-generating unit level. Goodwill isallocated to those cash-generating units that are expected to benefit fromsynergies of the related business combination and represent the lowestlevelwithinRoltaatwhichmanagementcontrolstherelatedcashflows.

Individual assets or cash-generating units that include goodwill aretested for impairment at least annually. All other individual assets orcash-generating units are tested for impairment whenever events orchanges in circumstances indicate that the carrying amount may notbe recoverable.

An impairment loss is recognised for the amount by which the carryingamount of the asset or cash-generating unit exceeds its recoverableamount. To determine the recoverable amount, management estimatesexpected future cash flows from each cash-generating unit anddetermines a suitable interest rate in order to calculate the present valueof those cash flows. The data used for impairment testing procedures aredirectly linked to the Group's latest approved budget, adjusted asnecessary to exclude the effects of future reorganisations and assetenhancements. Discount factors are determined individually for eachcash-generating unit and reflect their respective risk profiles as assessedbymanagement.

Impairment lossesrecognisedforcash-generatingunits, towhichgoodwillhas been allocated, are credited initially to the carrying amount ofgoodwill. Any remaining impairment loss is charged pro rata to the otherassets in the cash-generating unit. With the exception of goodwill, allassets are subsequently reassessed for indications that an impairment losspreviously recognised may no longer exist. Impairment losses arerecognised in statementofcomprehensive income.An impairmentchargeis reversed if the cash-generating unit's recoverable amount exceeds itscarryingamount.

Financial assets and financial liabilities are recognised when the Groupbecomesapartytothecontractualprovisionsofthefinancialinstrument.

Financial assets are derecognised when the contractual rights to thecash flows from the financial asset expire, or when the financial assetand all substantial risks and rewards are transferred.

A financial liability is derecognised when it is extinguished,discharged, cancelled or expires.

Financial assets and financial liabilities are measured initially at fairvalue plus transaction costs, except for financial assets and financialliabilities carried at fair value through profit or loss, which aremeasured initially at fair value. Financial assets and financial liabilitiesare measured subsequently as described below.

Rolta's financial assets include cash receivables (including accountsreceivable) and investments. Financial assets, other than hedging

4.12. IMPAIRMENT TESTING OF GOODWILL, INTANGIBLEASSETS AND PROPERTY,PLANT AND EQUIPMENT

4.13. FINANCIAL INSTRUMENTS

4.14. FINANCIAL ASSETS

instruments, can be divided into categories such as loans andreceivables, financial assets at fair value through profit or loss, available-for-sale financial assets. Financial assets are assigned to the differentcategories by management on initial recognition, depending on thepurpose for which the investments were acquired. The designation offinancial assets is re-evaluated at every reporting date at which a choiceof classificationoraccounting treatment is available.

Financial assets are measured at their fair value on initial recognition andsubsequentlymeasuredat fair valueor amortisedcost as applicable.

Derecognition of financial instruments occurs when the rights to receivecash flows from the investments expire or are transferred andsubstantially all of the risks and rewards of ownership have beentransferred. An assessment for impairment is undertaken at least at eachbalance sheet date, whether or not there is objective evidence that afinancial assetor agroupof financial assets is impaired.

Financial assets at fair value through profit or loss include financial assetsthat are either classified as held for trading or are designated by theentity to be carried at fair value through profit or loss upon initialrecognition. In addition, derivative financial instruments that do notqualify forhedgeaccountingareclassifiedasheld for trading.

Subsequent to initial recognition, the financial assets included intrading category are measured at fair value with changes in fair valuerecognised in profit or loss. Financial assets originally designated asfinancial assets at fair value through profit or loss may notsubsequently be reclassified.

Available-for-sale financial assets include non-derivative financial assetsthat are either designated to this category or do not qualify for inclusionin any of the other categories of financial assets. All financial assetswithin this category are subsequently measured at fair value, unlessotherwise disclosed, with changes in value recognised in othercomprehensive income, net of any effects arising from income taxes.Gains and losses arising from securities classified as available-for-sale arerecognised in the statement of comprehensive income when they aresoldorwhen the investment is impairedd.

In the case of impairment, any loss previously recognised in othercomprehensive income is transferred to the statement ofcomprehensive income. Losses recognised in the statement ofcomprehensive income on equity instruments are not reversedthrough the statement of comprehensive income. Losses recognisedin prior period consolidated statement of comprehensive incomesresulting from the impairment of debt securities are reversed throughthe statement of comprehensive income, when such increase can berelated objectively to an event occurring after the impairment loss.

Loans and receivables are non-derivative financial assets with fixed ordeterminable payments that are not quoted in an active market. Theyarise when Rolta provides money, goods or services directly to adebtor with no intention of trading the receivables. Loans andreceivables are subsequently measured at amortised cost using theeffective interest method, less provision for impairment. Any changein their value is recognised in profit or loss.

Trade receivables are provided against when objective evidence isreceived that Rolta will not be able to collect all amounts due to it inaccordance with the original terms of the receivables. The amount of thewrite-down is determined as the difference between the asset's carryingamountand thepresentvalueof estimated futurecash flows.

The Group's financial liabilities include trade and other payables,borrowings and derivative financial instruments. Payable and

Cash and cash equivalents include cash at bank and in hand andbank deposits.

4.15. FINANCIAL LIABILITIES

Assets Estimateduseful life

Buildings 60 yearsComputer, Plant and machinery 4 yearsOffice equipment 20 yearsFurniture and Fixtures 15 yearsVehicles 10 years

borrowings are initially measured at fair value and subsequentlymeasured at amortised cost using effective interest rate method. Theyare included in balance sheet line items 'long-term financial liabilities'and 'trade and other payables'.

Derivative financial instruments that are not designated and effective ashedging instruments are accounted for at fair value throughprofitor loss.

Financial liabilities are recognised when the Group becomes a party tothe contractual agreements of the instrument. All interest relatedcharges is recognised as an expense in “finance cost” in the statementof comprehensive income.

Trade payables are recognised initially at their fair value andsubsequently measured at amortised cost less settlement payments.

Dividend distributions to shareholders are included in 'other shortterm financial liabilities' when the dividends are approved by theshareholders' meeting.

Systems, software, peripherals and stores and spares are valued atlower of cost or net realisable value on first in first out basis.

Current income tax assets and/or liabilities comprise those obligationsto or claims from, fiscal authorities relating to the current or priorreporting period, that are unpaid at the balance sheet date. They arecalculated according to the tax rates and tax laws applicable to thefiscal periods to which they relate, based on the taxable profit for theyear. All changes to current tax assets or liabilities are recognized as acomponent of tax expense in the statement of comprehensive income.

Deferred income taxes are calculated using the liability method ontemporary differences. This involves the comparison of the carryingamounts of assets and liabilities in the consolidated financialstatements with their respective tax bases. However, in accordancewith the rules set out in IAS 12, no deferred taxes are recognized inconjunction with goodwill. This applies also to temporary differencesassociated with shares in subsidiaries and joint ventures if reversal ofthese temporary differences can be controlled by the Group and it isprobable that reversal will not occur in the foreseeable future. Inaddition, tax losses available to be carried forward as well as otherincome tax credits to the Group are assessed for recognition asdeferred tax assets.

However, deferred tax is not provided on the initial recognition ofgoodwill or on the initial recognition of an asset or liability unless therelated transaction is a business combination or affects tax oraccounting profit.

Deferred tax liabilities are always provided for in full. Deferred taxassets are recognized to the extent that it is probable that they will beable to be offset against future taxable income. Deferred tax assets andliabilities are calculated, without discounting, at tax rates that areexpected to apply to their respective period of realization, providedthey are enacted or substantively enacted at the balance sheet date.

Most changes in deferred tax assets or liabilities are recognized as acomponent of tax expense in the statement of comprehensive income.Only changes in deferred tax assets or liabilities that relate to a changein value of assets or liabilities that is charged directly to equity arecharged or credited directly to equity..

Leases are classified as finance leases whenever the terms of the leasetransfer substantially all the risks and rewards of ownership to thelessee. All other leases are classified as operating leases.

Payments of rentals under operating leases are recognized as anexpense on a straight line basis over the lease term.

4.16. INVENTORIES

4.17. ACCOUNTING FOR INCOME TAXES

4.18. LEASING ACTIVITIES



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Assets held under finance leases are recognized as assets of the Groupat their fair value or present value of minimum lease payments if lowerat the date of acquisition. The corresponding liability to the lessor isincluded in the balance sheet as a finance lease obligation. Financecosts, which represent the difference between the total leasingcommitments and the fair value of the assets acquired, are charged tothe statement of comprehensive income over the term of the relevantlease so as to produce a constant periodic rate of charge on theremaining balance of the obligations for each accounting period.

Share capital is determined using the nominal value of shares that havebeen issued.

Additional paid-in capital includes any premium received on the initialissue of share capital. Any transaction costs associated with the issue ofshares is deducted from additional paid-in capital, net of any relatedincome tax benefits.

Foreigncurrencytranslationdifferencesareincludedinthetranslationreserve.

AFS reserve includes all changes in fair value of investments held asavailable for sale assets.

Stock compensation reserve consists of employee compensation costallocated over the vesting period of options granted to employees.Such cost is recognised in statement of comprehensive income and iscredited to the reserve. Upon exercise of options, such reserves arereclassified to other components of equity.

Statutory reserve consists of reserves made by Group entities to meetrelated statutory requirements as laid down under relevant acts, rulesor laws of the jurisdiction to which such entity belongs.

Retained earnings include all current and prior period results, asdisclosed in the statement of comprehensive income.

Employee benefits are provided through a defined benefit plan as wellas certain defined contribution plans.

The Group provides for gratuity, a defined benefit plan, which defines anamount of pension benefit that an employee will receive on retirement,usually dependent on one or more factors such as age, years of serviceand remuneration. The legal obligation for any benefits from this kind ofplan remains with theGroup.

TheGroupalsoprovides forprovident fundbenefit, adefinedcontributionplan, under which the Group pays fixed contributions into an independententity. The Group has no legal or constructive obligations to pay furthercontributionsafterpaymentofthefixedcontribution.

The liability recognised in the balance sheet for defined benefit plansis the present value of the defined benefit obligation ('DBO') at thebalance sheet date less the fair value of plan assets, together withadjustments for actuarial gains or losses and past service costs. TheDBO is calculated annually by independent actuaries using theprojected unit credit method. The present value of the DBO isdetermined by discounting the estimated future cash outflows usinginterest rates of high quality corporate bonds that are denominated inthe currency in which the benefits will be paid and that have terms tomaturity approximating to the terms of the related pension liability

Actuarial gains and losses are recognised as an income or expense inthe period in which they arise. Past-service costs are recognisedimmediately in profit and loss, unless the changes to the plan areconditional on the employees remaining in service for a specifiedperiod of time (the vesting period). In this case, the past servicecosts are amortised on a straight-line basis over the vesting period.

The contributions recognised in respect of defined contribution plansare expensed as they fall due. Liabilities and assets may be recognised if

4.19. EQUITY

4.20. EMPLOYEE BENEFITS

underpayment or prepayment has occurred and are included in currentliabilitiesor current assets as theyarenormallyof a short-termnature.

Interest expenses related to pension obligations are included in “financecosts” in the statement of comprehensive income. All other pensionrelatedbenefit expenses are included in “Employeebenefit expense”.

Short-term employee benefits are recognised for the number of paidleave days (usually holiday entitlement) remaining at the balancesheet date. They are included in employee obligations at theundiscounted amount that the Group expects to pay as a result of theunused entitlement. Paid leave days which are likely to be encashedat the time of retirement are valued at the rates at which they areestimated to be paid out, and the present value of the same is includedunder 'Long term Employee obligations'.

Provisions are recognised when present obligations as a result of pastevents will probably lead to an outflow of economic resources fromthe Group and they can be estimated reliably. Timing or amount of theoutflow may still be uncertain. A present obligation arises from thepresence of a legal or constructive obligation that has resulted frompast events.

Provisions are measured at the estimated expenditure required tosettle the present obligation, based on the most reliable evidenceavailable at the balance sheet date, including the risks anduncertainties associated with the present obligation.

In those cases where the possible outflow of economic resource as aresult of present obligations is considered improbable or remote, orthe amount to be provided for cannot be measured reliably, noliability is recognised in the consolidated balance sheet.

Any reimbursement that the Group can be virtually certain to collectfrom a third party with respect to the obligation is recognised as aseparate asset. However this asset may not exceed the amount of therelated provisions. All provisions are reviewed at each reporting dateandadjusted to reflect thecurrentbest estimate.

Possible inflows of economic benefits to the Group that do not yet meetthe recognitioncriteriaof anasset areconsideredcontingent assets.

All employee services received in exchange for the grant of any share-based remuneration are measured at their fair values. These areindirectly determined by reference to the fair value of the shareoptions awarded. Their value is appraised at the grant date andexcludes the impact of any non-market vesting conditions (forexample, profitability and sales growth targets).

All share-based remuneration is ultimately recognised as an expensein profit or loss with a corresponding credit to additional paid-incapital, net of deferred tax where applicable. If vesting periods orother vesting conditions apply, the expense is allocated over thevesting period, based on the best available estimate of the number ofshare options expected to vest. Non-market vesting conditions areincluded in assumptions about the number of options that areexpected to become exercisable. Estimates are subsequently revised,if there is any indication that the number of share options expected tovest differs from previous estimates.

No adjustment is made to expense recognised in prior periods if fewershare options ultimately are exercised than originally estimated.Upon exercise of share options, the proceeds received net of anydirectly attributable transaction costs up to the nominal value of theshares issued are allocated to share capital with any excess beingrecorded as additional paid-in capital.

4.21. PROVISIONS, CONTINGENT LIABILITIES ANDCONTINGENT ASSETS

4.22. SHARE BASED COMPENSATION

4.23. SEGMENT REPORTINGIn identifying its operating segments, management generally followsthe Group's service lines, which represent the main services providedby the Group.

The Group has the following operating segments:Enterprise Geospatial and Defence Solution ('EGDS')Under this segment the company provides Geo Spatial services forAsset management and Facilities Management and GeographicInformation Systems. The solutions offered by the company provideadvanced capabilities in applications such as mapping, surveying,image processing digital photogrammetry etc.

Engineering Design and Operation Solutions ('EDOS')

Under this segment the company provides design automation toolsand engineering services for Plant Design Automation andMechanical Design Automation.

Enterprise Information Technology Solutions ('EITS') The companyoffers end -to-end eSecurity services and solutions. Rolta offersnetworking infrastructure services using sophisticated software suchas CA-Unicenter TNG.

Each of these operating segments is managed separately as each ofthese service lines requires different technologies and other resourcesas well as marketing approaches. All inter-segment transfers arecarried out at arm's length prices.

The measurement policies the Group uses for segment reporting underIFRS8are the sameas thoseused in its financial statements, except that:

are not included in arriving at the operating profit of the operatingsegments.

TheGroupdoesnot trackmostassets and liabilitiesbyoperating segment,as these are invariably used for all operating segments. In additioncorporate assets which are not directly attributable to the businessactivities of any operating segment are not allocated to a segment. In thefinancial periods under review, this primarily applies to the Group'sbuildingsandITinfrastructurethatareusedforalloperatingsegments.

There have been no changes from prior periods in the measurementmethodsused todetermine reported segmentprofitor loss.

The reconciliation presented below is additional informationpresented in these financial statements to help readers compare theIndian GAAP financial information to IFRS.

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depreciation and amortization on non allocable assets;Interest costs and other income, considered non allocable;

5. RECONCILIATION OF NET RESULT

5.1 Change in estimate of useful life of assets

5.2 Share based payments

5.3 Amortization of Intangibles assets

5.4 Accounting forForeign CurrencyConvertibleBonds ('FCCBs')

Additional gain on buy back of FCCBs

In the preparation of its financial statements in accordance with IndianGAAP during the year ended June 30, 2007, the Company hadchanged the accounting policy for charging depreciation fromWritten Down Value method to Straight Line Method for ComputerPlant and Machinery. Further, the Company had also revised theestimated useful life of Computer Plant and Machinery from six yearsto four years. Due to these changes the Company, in the preparationof Indian GAAP financial statements charged all the additionaldepreciation to statements of income in previous periods.

In the Company's financial statements in accordance with IFRS, theCompany had revised the useful life of Computer Plant andMachinery from three years to four years. This change in estimate ofuseful life has been accounted for prospectively and has impacted thedepreciation. Accordingly, the net short/excess depreciation chargedin the Indian GAAP financial in previous period's statements has beenreversed in current year financial statements in accordance with IFRS.

The Company has not recognised any expense on the equity-settledshare-based payments for the year under the Indian GAAP as the useof fair value method for measurement of employee share basedcompensation is only recommendatory in nature.

In the Company's financial statements in accordance with IFRS, thecompany has applied IFRS 2 (2003) and all share-based remunerationis recognised as an expense in profit and loss and is measured using thefair value model.

The Group has acquired the business of OneGIS Inc in the current year.This is in addition to the acquisitions made in previous years of theconsulting division of Whittman Hart, Piocon Technologies Inc., Orionand TUSC. In Indian GAAP financial statements, excess of purchaseconsiderationovercostof acquisitionhasbeen recognisedasgoodwill.

As per IFRS 3, Business Combinations, the acquirer, in this case RoltaInternational Inc., will account for the acquisition through use of thepurchase method. This requires the acquirer to recognize goodwill asthe excess of the consideration transferred and any non controllinginterest over the net identifiable assets and liabilities of the acquireeincluding any identifiable intangible assets. In pursuance of the purchaseprice allocation performed for the acquisition, certain intangible assetshave been identified. The intangible assets and the related amortizationare recorded in the financial statementspreparedunder IFRS.

Imputed interest and re-measurement of FCCBsThe Company has outstanding 'zero coupon' FCCBs as on 30 June2010. As per IAS 32, FCCBs issued by the Company are treated as aliability with an embedded derivative call option of equity conversion.An imputed interest is recognised at the effective rate of interest onsuch liability. The liability is re-measured at amortised cost at eachreporting period.

In the absence of relevant literature in Indian GAAP, the relevantadjustments as stipulated by IAS 32 for recognition of the imputedinterest cost and re-measurement of liability at the closing balancesheet date have not been made in Indian GAAP financial statements.

In December 2009, the Parent Company has bought back andcancelled 15,000 FCCBs of the face value of US$ 1000 each as per theapproval / guidelines of Reserve Bank of India at a discount. This is inaddition to the buyback in June 2009, wherein the Parent Companyhad bought back and cancelled 38,310 FCCBs of the same face valueof US$ 1,000 also at a discount. Consequent to the buy back, theCompany in Indian GAAP has recognised the gain partially through



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Reconciliation of net result Note Year endedJune 30, 2009

Net result determined under IndianGAAP (before non-controlling interest)Adjustments to conform with IFRS

Net result in accordance with IFRS(before non-controlling interest) 2,309,792 1,891,648

2,545,922 2,930,887

Reversal of amortized goodwill - 241Depreciation 5.1 93,723 (151,584)Share based payments 5.2 (82,454) (18,433)Amortisation of intangibles 5.3 (74,550) (71,917)Imputed interest on FCCB 5.4 (402,143) (499,394)Additional gain on repurchase of FCCB 5.4 112,614 232,035Fair value measurement of embeddedcall option 5.4 (18,886) (8,862)Reversal of amortisation of AS 11 reserve 5.5 41,488 136,505Reversal of capitalisation made as per AS11 5.5 (249,125) -Foreign exchange gain / loss of FCCBliability long term foreign currencymonetary items 5.5 249,882 (803,013)Deferred tax 5.6 93,322 145,183

Year endedJune 30, 2010

the profit and loss account and balance by crediting the SecuritiesPremium Account. The gain credited to the Securities PremiumAccount represents the reversal of 'Premium on Redemption'provided for on bought back FCCBs in earlier periods in Indian GAAP.In the IFRS statement of comprehensive income of the Company,imputed interest cost is provided on FCCBs, as discussed in earlierparagraphs

An additional gain, over and above, the gain recognised in the IndianGAAP profit and loss account has been credited to the IFRS statementof comprehensive income and represents such amounts as wererecognised in earlier years as accrued interest expense on the boughtback FCCBs. Therefore in the IFRS financial statements of theCompany the full gain on buyback has been accounted for throughthe statement of comprehensive income.

The Company has outstanding foreign currency convertible bonds('FCCBs') as on June 30, 2010. As per IAS 32, the FCCBs issued by theCompany are treated as financial instruments with embedded calloption of equity conversion. An imputed interest is recognised at theeffective rate of interest on the financial liability of such instrument.The embedded call option has been fair valued at the reporting dateand the related expense and the liability have been recognised in thefinancial statements.

In the absence of relevant literature in Indian GAAP, the relevantadjustments as stipulated by IAS 32 for recognition of the imputedinterest cost and re-measurement of liability at the closing balancesheet date have not been made in the Indian GAAP financialstatements.

The Company has adopted the provisions of the notification on AS-11 'The Effects of Changes in Foreign Exchange Rates' under theCompanies (Accounting Standards) Amendment Rules, 2009 issuedby the Ministry of Corporate Affairs on 31 March 2009. In thepreparation of the financial statements in accordance with IndianGAAP, the Company had capitalised a portion of the foreignexchange differences on long term foreign currency liabilities as partof the cost of property, plant and equipment. Further, the portion ofsuch exchange differences not so capitalized have been accumulatedin a specific Foreign Currency Monetary Item Translation Differencereserve as required by the notification, to be amortized over aspecified period.

In the Company's financial statements in accordance with IFRS, allexchange effects on such long term monetary foreign currency items havebeen recorded in the statement of comprehensive income in accordancewithIAS21- 'TheEffectsofChangesinForeignExchangeRates'.

Reversal of depreciation/amortization charged on capitalized/accumulated foreign exchange differences

As explained above, the Company has capitalised a portion of theforeign exchange differences on long term foreign currency liabilitiesas part of the cost of property, plant and equipment. The Companyhas accumulated the portion of such differences not so capitalised, in aspecific reserve to be amortized over a specified period. In thepreparation of its financial statements in accordance with IndianGAAP during the year ended June 30, 2010, the Company hascharged depreciation and amortization on such capitalization andreserve balance respectively.

As explained above, in the Company's financial statements inaccordance with IFRS, all exchange effects on such long termmonetary foreign currency items are recorded in the statement ofcomprehensive income in accordance with IAS 21. Accordingly, the

Fair value measurement of embedded call option

5.5 Foreign Exchange effects on long term foreign currencymonetary items

Company has also reversed the depreciation and amortizationcharged in Indian GAAP financial statements.

On application of IFRS the carrying amounts of assets and liabilitieshave changed, and hence the deferred tax liabilities and assets and therelated deferred tax income and expenses have also changed.

On April 9, 2010, the Group through the acquisition of 100% equityshareholding, took over the business of OneGIS Inc., USA ('OneGIS')through its US subsidiary Rolta International Inc. for a consideration ofUSD 1,500 (Rs.67 thousand). The acquired company is a consulting,development and systems development firm and will complementRolta's existing GIS business. OneGIS has been merged with RoltaInternational Inc. with effect from30June2010andwill bemanagedandoperatedby theManagement teamofRolta International Inc.

The consideration transferred includes only a cash component of Rs.67 thousand. On acquisition, the Group also settled, certain currentliabilities of OneGIS totalling to USD 548,500 (Rs. 24,326 thousand).Thus the total cash outflow to the Group on acquisition amounted toUSD 550,000 (Rs. 24,393 thousand).

The allocation of the purchase price to the assets and liabilities ofOneGIS Inc. was completed during the year. The amounts recognisedfor each class of the acquiree's assets and liabilities recognised at theacquisition date are as follows

All receivables acquired on acquisition of OneGIS are consideredgood and collectible by the Management.

Goodwill of Rs. 12,905 thousand is primarily related to growthexpectations, expected future profitability, the substantial skill andexpertiseof thecompany's staff andexpectedcost synergies.Goodwillhasbeenallocatedtocash-generatingunitsat30June2010.

5.6 Deferred tax assets and liabilities

Assets and liabilities of OneGIS Inc., as at the acquisition date

NOTE B - BUSINESS COMBINATIONAcquisition of OneGIS Inc.

The Group incurred expenses of Rs. 1,897 thousand for theacquisition which has been included in 'Other expenses' in theConsolidated Statement of Comprehensive Income. No major line ofbusiness will be disposed of as result of the combination.

OneGIS Inc. has been merged with Rolta International Inc. as on 30 June2010anditsoperatingresultsare includedwithinthisentityfromthisdate.

OneGIS earned gross revenue of Rs 5,719 thousand and a loss of Rs 2,013thousand for period from date of acquisition and ended June 30, 2010whichareincludedintheconsolidatedfinancialstatementsoftheGroup.

If OneGIS had been acquired on July 1, 2009, revenue of the Group for2009-10 would have increased by Rs 48,777 thousand and profit for theyearwouldhavedecreasedbyRs15,123 thousand.

The Company holds a 50% stake in Shaw Rolta Limited, a jointventure company. The remaining 50% shares are held by The ShawGroup Inc., USA.

Dividend accounts represent balances maintained in specific bankaccounts for payment of dividends. The use of these funds is restrictedand can only be used to pay dividends. The corresponding liability forpayment of dividends is included in 'Other Current Liabilities'.

Bank deposits represent fixed deposits placed with banks and depositsunder lien forbankguaranteesandmargindeposits.Mostof thesedepositshavebeenplacedforaone-yearperiod,andareautomaticallyrenewed.

The subsidiaries which consolidate under Rolta India Limited('RIL') comprise of the entities listed below:

All of the above entities follow uniform accounting policies,except for Rolta International Inc., which follows the reducingbalance method of depreciation for certain assets. However, theimpact of this difference on consolidated financial statements isnot expected to be material.

NOTE C - BASIS OF CONSOLIDATION



113112

Property, plant and equipment 799Customer relationships 13,621TAccounts receivable 1,056Other receivables 916Order backlog 1,111

Deferred tax liability on intangibles 5,009

Loans payable 9,848Accounts payable 9,511Employee compensation related liabilities 4,775Unearned revenue 1,006Other liabilities 192

Fair Values(In Rs. 'thousands)

ASSETS

otal non-current assets 14,420

Total current assets 3,083Total identifiable assets 17,503LIABILITIES

Total non-current liabilities 5,009

Total current liabilities 25,332Total identifiable liabilities 30,341Net identifiable assets and liabilities (12,838)Consideration transferred, satisfied in cash 67Goodwill on acquisition 12,905Current liabilities settled, satisfied in cash 24,326Total cash outflow on acquisition 24,393

Name of the Entity Year Country of Holding EffectiveEnd Date Incorp- Company Group

oration Share-holding (%)

Rolta International Inc. ('RUS') June 30, 2010 USA RIL 100Rolta Saudi Arabia Limited. ('RSA') March 31, 2010 Saudi Arabia RIL 75Rolta Middle East FZ - LLC ('RME') March 31, 2010 UAE RIL 100Rolta UK Limited ('RUK') March 31, 2010 UK RIL 100Rolta Beneulx B.V.('RBN') March 31, 2010 Netherlands RUK 100Rolta Canada Limited('RCL') June 30, 2010 Canada RUS 100Rolta Deutschland GmbH March 31, 2010 Germany RUK 100Rolta Asia Pacific June 30, 2010 Australia RUS 100Rolta TUSC Incorporated ('TUSC') June 30, 2010 USA RUS 100Piocon Technologies Inc June 30, 2010 USA RUS 100Rolta Thales Limited June 30,2010 India RIL 51

Particulars June 30, 2009

Total 44,097 51,099

Dividend accounts 44,097 50,478Time deposits - 621

June 30, 2010


Total 459,405 1,324,661

Cash in hand 900 1,026Balances with banks in current /cashcredit accounts and deposit accounts 458,505 1,323,635

June 30, 2010


Total 38,774 104,524Systems, software and toolkits 38,774 104,524

June 30, 2010

NOTE G - INVENTORIESInventories comprise the following:


Total 2,096,160 1,321,693

Unbilled revenue 939,584 731,599Prepaid expense 175,184 187,148Interest accrued 2,790 81,413Other receivables 194,218 6,421Deposits and advances receivable incash and/or kind 784,384 315,112

June 30, 2010

NOTE H - OTHER CURRENT ASSETSOther current assets comprise the following:


Total 6,247,867 5,950,948

Outstanding for more than 6 months 1,971,606 2,363,130Others 4,276,261 3,587,818

June 30, 2010

NOTE F - ACCOUNTS RECEIVABLE, NET


Total 6,247,867 5,950,948

Accounts receivables 6,364,467 5,997,541Less: Allowance for doubtful balances (116,600) (46,593)

June 30, 2010


Closing balance of allowance fordoubtful debts 116,600 46,593

Opening balance of allowance fordoubtful debts 46,593 -Add: Additional provision madeduring the year 70,007 46,593Less: Provision reversed during the year - -

June 30, 2010

Reconciliation of allowance for doubtful debts

June 30, 2009Cost

20,532,793 17,574,161

Freehold land 108,624 109,934Building 5,050,703 3,813,722Computer, Plant and Machinery 10,327,387 9,673,288Office Equipment 1,533,362 526,889Furniture and fixture 1,027,486 583,635Vehicles 56,774 73,550Capital work in progress 2,428,457 2,793,143

June 30, 2010

NOTE I - PROPERTY, PLANT AND EQUIPMENT, NETProperty, plant and equipment comprise the following:

Trade receivables are usually due within 180 to 200 days and are notinterest bearing. All trade receivables are subject to credit riskexposure. However, Rolta does not identify specific concentrations ofcredit risk with regard to trade and other receivables, as the amountsrecognised represent a large number of receivables from variouscustomers.

Given below is ageing of accounts receivable spread by period of sixmonths:

NOTE D - CASH AND CASH EQUIVALENTSCash and cash equivalents comprise the following:

NOTE E - RESTRICTED CASHRestricted cash comprise the following:



115114

June 30, 2009Accumulated Depreciation

4,576,082 3,564,788

Freehold Land - -Building 348,035 266,340Computer, Plant and Machinery 3,896,331 3,033,754Office Equipment 149,902 114,755Furniture and fixture 161,002 128,208Vehicles 20,812 21,731Capital work in progress - -

June 30, 2010

June 30, 2009Net book value

15,956,711 14,009,373

Freehold land 108,624 109,934Building 4,702,668 3,547,382Computer, Plant and Machinery 6,431,056 6,639,534Office Equipments 1,383,460 412,134Furniture and fixture 866,484 455,427Vehicles 35,962 51,819Capital work in progress 2,428,457 2,793,143

June 30, 2010

Cost Additions Additions

799 18,082

June 30, 2009

Computer Plant and machinery 510 14,432Office equipment 101 748Furniture and fixtures 188 2,902

June 30, 2010

The details of accumulated depreciation and charge for the year ontotal additions and adjustments on disposals are as under;

Movements in the cost and accumulated depreciation of property,plant and equipment are as follows:

In the current year, the additions include the following assetsacquired on business combination on acquisition of OneGIS Inc. Inthe previous year, the additions included assets acquired onacquisition of Piocon Technologies Inc. and the consulting divisionof Whittman Hart.

Year ended Year endedJune 30, 2010 June 30, 2009

Cost Additions Disposals Additions DisposalsFreehold land 89 1,399 5,181 -Building 1,265,718 28,738 1,640,234 -Computer Plant and machinery 2,349,527 1,695,408 4,546,644 1,924,635Office equipment 1,020,378 13,924 167,406 4,490Furniture and fixtures 466,903 23,051 275,320 4,637Vehicles - 16,776 1,452 8,253Capital work in progress 4,698,003 5,062,689 7,489,989 6,426,040

9,800,618 6,841,985 14,126,226 8,368,055

Additions separately acquired are software licenses used in thedevelopment of the group's software solutions.

Year ended Year endedJune 30, 2010 June 30, 2009

Accumulated Depreciation Charge for Adjustment Charge for Adjustmentthe year on disposals the year on disposals

2,726,083 1,713,240 1,989,866 1,910,459

Freehold land - - - -Building 86,352 4,427 48,717 2,450Computer Plant and machinery 2,518,779 1,667,198 1,875,011 1,885,504Furniture and fixtures 63,259 20,999 33,359 (4,450)Office equipment 51,180 13,182 24,566 24,588Vehicles 6,513 7,434 8,213 2,367Capital work in progress - - - -

NOTE J - INTANGIBLE ASSETSIntangible assets comprise of recognised intangibles on acquisition andsoftware licenses purchased for internal use. The carrying amounts forthe reportingperiodsunder reviewcanbeanalysedas follows:

Gross Carrying amount Acquired Customer Intellectual Totalsoftware contracts propertylicenses and rights

Customerrelationship

Balance as at 1 July 2009 45,731 335,422 529,961 911,114Addition, separately acquired 1,867,737 - - 1,867,737Acquisition through businesscombination - 14,732 - 14,732Disposals - - - -Net exchange differences - 747 (8,786) (8,039)Balance as at 30 June 2010 1,913,468 350,901 521,175 2,785,544

Gross Carrying amount Acquired Customer Intellectual Totalsoftware contracts propertylicenses and rights

Customerrelationship

Balance as at 1 July 2008 45,731 129,680 35,488 210,899Addition, separately acquired - - 453,829 453,829Acquisition through businesscombination - 182,844 - 182,844Disposals - - - -Net exchange differences - 22,898 40,644 63,542Balance as at 30 June 2009 45,731 335,422 529,961 911,114

Amortisation and Acquired Customer Intellectual Totalimpairment software contracts property

licenses and rightsCustomerrelationship

Balance as at 1 July 2009 45,731 81,812 42,109 169,652Amortisation 106,629 67,063 7,486 181,178Impairment losses - - - -Disposals - - - -Net exchange differences - (39) 848 809Balance at 30 June 2010 152,360 148,836 50,443 351,639Carrying amount 30 June 2010 1,761,108 202,065 470,732 2,433,905

NOTE K - GOODWILLThe main changes in the carrying amount of goodwill result from theacquisition of OneGIS Inc. in 2010. The net carrying amount ofgoodwill can be analysed as follows:

For the purpose of annual impairment testing goodwill is allocated tothe following cash generating units, which are units expected tobenefit from the synergies of the business combinations in which thegoodwill arises.

The recoverable amounts of the cash-generating units were determinedbased on value-in-use calculations, covering a detailed three to five yearforecast, followed by an extrapolation of expected cash flows for theunits' remaining useful lives using the growth rates stated below. Thegrowth rates reflect the long-term average growth rates for the productlines and industries of the cash-generating units. The growth rate forEGDS and EITS exceeds the overall long-term average growth rates forUSA. This is appropriate because this sector is expected to continue togrowatabove-average rates for the foreseeable future.

Amortisation and Acquired Customer Intellectual Totalimpairment software contracts property

licenses and rightsCustomerrelationship

Balance as at 1 July 2008 45,731 16,053 7,098 68,882Amortisation - 64,896 34,741 99,637Impairment losses - - - -Disposals - - - -Net exchange differences - 863 270 1,133Balance at 30 June 2009 45,731 81,812 42,109 169,652Carrying amount 30 June 2009 - 253,610 487,852 741,462

Gross carrying amount 30 June 2009

Closing balance 2,520,950 2,555,829

Opening balance 2,555,829 1,772,908Acquired through business combination 12,904 590,618Impairment loss recognised - -Net exchange difference (47,783) 192,303

30 June 2010

Particulars 30 June 2009Enterprise Geospatial and DefenceSolutions (EGDS) 268,673 242,170Enterprise Information TechnologySolutions (EITS) 2,252,277 2,313,659Goodwill allocation at year end 2,520,950 2,555,829

30 June 2010

Particulars 30 June 2009

Total 1,048,871 1,232,618

Income received in advance 99,645 97,405Advances from customers 93,989 52,863Unclaimed dividend 44,097 50,478Interest accrued but not due 76,897 8,203Provision for warranties 1,160 4,660Other liabilities 733,083 1,019,009

30 June 2010

Particulars 30 June 2009Opening liability 6,023,081 6,775,217Accrued interest 402,143 499,394Exchange loss/(gain) (159,242) 814,403Less: Repurchase of FCCB (817,400) (2,065,933)

5,448,582 6,023,081

30 June 2010

NOTE L - OTHER LIABILITIESOther liabilities comprise the following:


11,101,202 9,833,050

Liability on account of foreign currencyconvertible bonds 5,448,582 6,023,081External commercial borrowings/Foreign currency loans 4,652,620 2,809,969Rupee Term loan from banks 1,000,000 1,000,000

30 June 2010

NOTE M - LONG TERM LIABILITY

Foreign Currency Convertible Bonds (FCCB)

Particulars Growth rates Discount rates

June 30, 2010 June 30, 2009 June 30, 2010 June 30, 2009

EGDS 19% 19% 11.70% 12.99%

EITS 10% 10% 11.70% 12.99%

Management's key assumptions for EITS include stable profitmargins, which have been determined based on past experiences inthis market. The Group's management believes that this is the bestavailable input for forecasting this mature market.

The Group, on 28 June 2007 issued 'Zero coupon convertible bondsdue 2012' (the "Bonds"). The bonds are convertible at any time on andafter August 8, 2007 and up to the close of business on 22 June 2012 bythe holders of the Bonds (the "Bondholders") into newly issued,ordinary shares of Rs.10 each of the Group (the "Shares") at the optionof the Bondholder, at an initial conversion price of Rs.737.40 per sharewith a fixed rate of exchange on conversion of Rs.40.75 to USD 1.00.The conversion price was reduced to Rs. 368.70 after 1:1 bonus issuein January 2008. Unless previously converted, redeemed or purchasedand cancelled, the Bonds will be redeemed in US dollars on 29 June2012 at 139.391 per cent of their principal amount.

In June 2009, the Company bought back and cancelled 38,310 FCCBsof the face value of USD 1,000 each. In December 2009, theCompany further bought back and cancelled 15,000 FCCBs of theface value of USD 1,000 each as per the approval / guidelines ofReserve Bank of India at a discount. Consequent to the buy back theCompany has recognised a net gain of Rs. 112,614 thousand on thesaid buyback, which is disclosed under 'Other Income'.

External commercial borrowings

The external commercial borrowing from Bank of India is secured byfloating charge on current assets of the Company and from UnionBank of India is secured by way of equitable mortgage on specific fixedassets of the Company.

A floating interest rate linked to the prevailing three/six month LIBORis charged on the external commercial borrowings. The applicableinterest rate spread for the year ended 30 June 2010 was 4.5%-5%.

Term loans from banks

Long term working capital Loan

The Long term working capital loan is borrowed from Central Bank ofIndia and is secured by pari-passu charge on the current assets of theCompany

A floating interest rate of BPLR less 2% with a floor rate of 9.75% ischarged on monthly outstanding balances.

Other Term loans are secured by floating charge on the current assetsof the Parent Company.

A floating interest rate linked to prevailing BPLR rates (BenchmarkPrime Lending Rates) is charged on the monthly outstandingbalances. The applicable interest rate for the year ended 30 June 2010was 10%.

The maturity profile of long-term borrowings outstanding at 30 June2010 is given below:

Year ending 30 June, Amount

5,652,620

2011 -2012 214,3602013 364,3602014 1,283,803And there after 3,790,797



117116

The fair value of long-term debt is estimated by the management to beapproximate to their carrying value, since the average interest rate on suchdebt iswithintherangeofcurrent interestratesprevailinginthemarket.

Employee obligations comprise the following:

The relationship between the expected tax expense based on theapplicable tax rate of the Company and the tax expense actuallyrecognized in the statement of comprehensive income can bereconciled as follows:

Taxes for the year comprise the following:

NOTE N - EMPLOYEE OBLIGATIONS

NOTE O - TAXES


Total 179,314 142,401

Provision for compensated absences 115,682 92,178Provision for gratuity benefit plan 63,632 50,223Others - -

30 June 2010


Total 311,401 245,366

Current income tax expense 459,496 379,504Deferred income tax expense/(benefit) (148,095) (134,138)

30 June 2010


Actual tax expense net 311,401 245,366

Effective tax rate 33.99% 33.99%Expected tax expense at prevailing tax rate 890,944 726,371Tax adjustment for tax-exempt income- Export income exempt from tax (683,227) (677,020)- Exempt income (116,697) (194,881)Other tax adjustments- Research and development expenditure (18,675) -- Unrecognised tax benefit onlosses of subsidiaries 101,164 180,744- Disallowance under income tax 47,946 24,280- Disallowed expenditure on sharebased payments 28,026 6,265- Disallowed expenditure on FCCB interest 136,688 169,744- Impact on account of rate change (10,885) -- Others (63,883) 9,863

30 June 2010


Net deferred income tax liability 140,290 282,023

Deferred income tax assets - Non currentNet operating loss of Rolta International Inc. 71,078 68,626Other financial assets - 59,168Employee Benefits 116,796 59,112

187,874 186,906Deferred income tax liabilities - Non currentIntangible Assets 49,632 18,629Difference in depreciation on Property,plant and equipment 278,532 450,300

328,164 468,929

30 June 2010

In assessing the reliability of deferred income tax assets, managementconsiders whether it is more likely than not that some portion or all ofthe deferred income tax assets will be realized. The ultimaterealization of deferred income tax assets is dependent upon thegeneration of future taxable income during the periods in which thetemporary differences become deductible. The amount of thedeferred income tax assets considered realizable, however, could bereduced in the near term if estimates of future taxable income duringthe carry forward period are reduced.

As at 30 June 2010, the Company's subsidiaries had losses which canbe carried forward for future utilization within 5 to 15 years. Thesesubsidiaries have been incurring losses and therefore it is consideredmore likely that the deferred tax asset arising from these carriedforward net operating losses will not be realized. Accordingly nodeferred tax assets have been recognized in respect of these losses.

The Company presently has only one class of ordinary shares. For allmatters submitted tovote in theshareholdersmeeting,everyholderofordinaryshares,as reflectedintherecordsof theCompanyonthedateof the shareholders' meeting, has one vote in respect of each shareheld. All shares are equally eligible to receive dividends and therepaymentofcapital intheeventof liquidationoftheCompany.

The Company has an authorized share capital of 250,000,000equity shares of Rs 10 each.

Indian statutes mandate that dividends be declared out of distributableprofitsonlyafterthetransferofupto10percentofnetincomecomputedin accordance with regulations to a general reserve. Should theCompany declare and pay dividends, such dividends are required to bepaidinIndianrupeestoeachholderofequityshares inproportiontothenumberofsharesheld.

Additional paid in capital - The amount received by the companyover and above the par value of shares issued (share premium) isshown under this head.

Statutory reserves - The Debenture redemption reserve has beencreated as per the requirement of Section 117 C of Indian CompaniesAct 1956. The other reserves are created in accordance with Articlesof Association of Rolta Saudi Arabia Ltd and the regulations forcompanies in theKingdomofSaudiArabia, theCompanymaintainsastatutory reserve equal to one half of its share capital. Such reserve isnotcurrentlyavailablefordistributiontotheshareholders.

Revaluation reserve - The revaluation reserve comprises gains andlosses due to the revaluation of certain financial assets and property,plant and equipment. Foreign currency translation differences areincluded in the translation reserve.

Translation reserve - Assets and liabilities of foreign subsidiaries aretranslated into Indian rupees at the rate of exchange prevailing as at theBalance Sheet date. Revenue and expenses are translated into Indianrupees by averaging the exchange rates prevailing during the period.The exchange difference arising out of the year-end translation is beingdebitedorcreditedtoTranslationAdjustmentAccount.

Accumulated earnings - Accumulated earnings include all currentand prior period results as disclosed in the statement ofcomprehensive income

a) Ordinary shares

c) Reserves

b) Dividends

NOTE P - EQUITY AND RESERVES

NOTE Q - OPERATING REVENUEOperating revenue comprises the following:

Particulars Year ended30 June 2009

Total 15,326,704 13,728,129

Enterprise Geospatial and DefenceSolutions (EGDS) 7,623,073 6,195,497Engineering Design and OperationsSolutions (EDOS) 3,924,704 3,915,312Enterprise Information TechnologySolutions (EITS) 3,778,927 3,617,320

Year ended30 June 2010


Total 641,778 176,026

Interest income 37,843 145,680\Dividend income 36,040 91,080Gain on sale of available forsale investments 502 4,465Exchange gain/(loss) 249,882 (601,221)Profit on repurchase of FCCB 115,882 482,266Others 201,629 53,756


NOTE R - OTHER INCOMEOther income comprises the following:

No temporary differences resulting from investments in subsidiaries orassociates qualified for recognition asdeferred tax assetsor liabilities.

The tax effect of significant temporary differences that resulted indeferred income tax assets and liabilities and a description of the itemsthat create those differences are given below:


Total 2,920,179 1,967,941

Opening stock 104,524 214,187Purchases 2,854,429 1,858,278Less: Closing stock (38,774) (104,524)


NOTE S - MATERIALS CONSUMEDMaterials consumed for the year comprise the following:


Total 5,076,083 5,323,236

Salaries, wages and bonus 4,763,442 5,112,237Share based payments 82,454 18,433Contribution to provident and other funds 202,874 164,447Welfare expenses 27,313 28,119


Particulars 30 June 2009Non-current assets 5,989 5,108Current assets 271,319 279,612Non-current liabilities - -Current liabilities 41,791 60,443Income 349,543 495,629Expenses 316,118 341,107

30 June 2010

NOTE T - EMPLOYEE COSTSEmployee costs comprise the following:

NOTE U - JOINTLY CONTROLLED ENTITIESShaw Rolta Limited is the only jointly controlled entity within theGroup. Its financial statements have been incorporated into Rolta'sconsolidated financial statements using proportionate consolidation.The aggregate amounts relating to Shaw Rolta Limited that have beenincluded in the consolidated financial statements are as follows:

NOTE V - EMPLOYEE POST- RETIREMENT BENEFITSThe following are the employee benefit plans applicable to theemployees of the Group.

In accordance with applicable Indian laws, the Group provides forgratuity, a defined benefit retirement plan ("the Gratuity Plan")covering eligible employees. The Gratuity Plan provides for a lumpsum payment to vested employees on retirement, death,incapacitation or termination of employment of amounts that arebased on salary and tenure of employment. Liabilities with regard tothe Gratuity Plan are determined by actuarial valuation.

The following table sets out the funded status of the Gratuity Plan and theamountsrecognizedintheGroup'sconsolidatedfinancialstatements:

Netgratuitycost for theyear ended includes the followingcomponents:

a) Gratuity benefit plan

Particulars 30 June 2009Change in Benefit Obligation

52,861 39,129

Liability recognized63,632 52,861

Liability recognized in balance sheet 63,632 52,861

Present Benefit Obligation ('PBO')at the beginning of the yearInterest cost 4,229 3,130Service cost 9,600 9,260Benefits paid (3,890) (4,888)Actuarial (gain) loss on obligations 832 6,230PBO at the end of the year

Present value of obligationFair value of plan assets - -

63,632 52,861

30 June 2010

Particulars 30 June 2009Current service cost 9,600 9,260Interest cost 4,229 3,130Net actuarial (gain) loss recognisedin the year 832 6,230Expenses recognised in the statement ofcomprehensive income 14,661 18,620

The movement of the net liability can be reconciled as follows:

30 June 2010

Particulars 30 June 2009Movements in the liability recognizedOpening netliability 52,861 39,129Expense as above 14,661 18,620Contribution paid (3,890) (4,888)Closing net liability 63,632 52,861

For determinationof the liability, the followingactuarial assumptionswereused:

30 June 2010

Particulars Defined Experiencebenefit adjustments

obligation on planliabilities

2005 28,626 7652006 32,455 (1,492)2007 30,149 3,5832008 37,776 4,9882009 52,861 6,2302010 63,632 832

Particulars 30 June 2009Discount rate 8.00% 8.00%Rate of increase in compensation levels 5.00% 5.00%

Current service cost and interest cost are included in employee costs.The development of Group's defined benefit scheme relating to gratuity mayalso be summarised as follows:

30 June 2010



119118

Particulars 30 June 2009Change in Benefit ObligationPBO at the beginning of the year 100,718 68,760Interest cost 8,057 5,502Service cost 25,185 29,156Benefits paid (32,547) (19,239)Actuarial (gain) loss on obligations 14,269 16,539PBO at the end of the year 115,682 100,718

Net compensated absence cost for the years ended included the followingcomponents:

30 June 2010

Particulars 30 June 2009Current service cost 25,185 29,156Interest cost 8,057 5,502Net actuarial (gain) lossrecognised in the year 14,269 16,539Expenses recognised in the statement ofcomprehensive income 47,511 51,197

The actuarial assumptions used in accounting for the Compensated absenceplan were as follows:

30 June 2010

Particulars 30 June 2009Discount rate 8.00% 8.00%Rate of increase in compensation levels 5.00% 5.00%

Current service cost and interest cost are included in employee costs.

The development of Group's defined benefit scheme relating to compensatedabsences may also be summarised as follows:

30 June 2010

Particulars Defined Experiencebenefit adjustments

obligation on planliabilities

2005 14,938 2,1112006 18,917 6,5092007 27,463 14,5302008 63,736 40,8792009 100,718 16,5392010 115,682 14,269

NOTE W - SHARE BASED EMPLOYEE REMUNERATIONESOP 2003

ESOP 2006

ESOP 2007

ESOP 2008

On 31 December 2003, the Company granted 911,500 stock optionsout of the balance and lapsed stock options available under theEmployee Stock Options Plan (ESOP 2000). These Options weregranted at an exercise price of Rs. 111.35, which was the closing marketprice on the date of the grant of Options. These options are available forexercise over a period of 4 years in the following manner, 25% of theoptions in each of the years following the end of 2nd, 3rd, 4th and 5thyear after the grant of the options. Out of these options a total of530,934 numbers of options were exercised by eligible employees.380,566 numbers of Options had lapsed due to non-exercise of optionsandcessationofemployment.This schemehasnowexpired.

On 24 April 2006, the Company granted further 852,500 stockoptions out of additional 1,500,000 options made available for grantto eligible employees under the Employee Stock Options Plan 2005(ESOP - 2005). These Options were granted at an exercise price ofRs. 252.30, which was the closing market price on the date of the grantof Options. The first 75% of these Options became available forexercise on 24 April 2008 and 24 April 2009 and balance 25%becomes available for exercise on 24 April 2010. Out of these optionsa total of 224,913 numbers of options were exercised by eligibleemployees. Out of the options granted, 260,749 numbers of Optionshad lapsed due to cessation of employment.

On 24 April 2007, the Company granted further 1,427,500 stockoptions out of the balance and lapsed stock options available underthe Employee Stock Options Plan 2005 (ESOP - 2005) and EmployeeStock Options Plan 2007 (ESOP - 2007). These Options were grantedat an exercise price of Rs. 419.70, which was the closing market priceon the date of the grant of Options. The first 50% of these options hasbecome available for exercise on 24 April 2009 and one Option ifexercised is convertible into two-equity shares. Out of the optionsgranted 225,000 options lapsed on account of cessation ofemployment and 1,065,000 options lapsed on account of surrender ofoptions granted as per the provisions of ESOP Plan amended on 15June 2009 (approval given by shareholder by Postal Ballot). On 23July 2007 125,000 Options were granted out of ESOP Plan 2007, at anexercise price of Rs.481.45, which was the closing market price on thedate of grant of Options. The first 50% of these Options shall becomeavailable for exercise on 23 July 2009. 125,000 Options lapsed onaccount of surrender of such Options.

On 31 January 2008, the Company granted further 125,000 stockoptions out of the balance and lapsed stock options available underthe Employee Stock Options Plan 2007 (ESOP - 2007). TheseOptions were granted at an exercise price of Rs. 232.15, which was theclosing market price on the date of the grant of Options. The first50% of these options shall become available for exercise on 31 January2010 and one Option if exercised is convertible into one-equity sharethe exercise price mentioned below. Out of these 125,000 Optionssurrendered as per the Provisions of ESOP Plan amended on 15 June2009 (approval given by shareholders through Postal Ballot).On 30 April 2008, the Company further granted 300,000 stockoptions out of the balance and lapsed stock options available underthe Employee Stock Options Plan 2007 (ESOP - 2007). These optionswere granted at an exercise price of Rs.339.35, which was the closingprice as on the date of the grant of Options. The first 50% of theseoptions shall become available for exercise on 30 April 2010 and oneOption if exercised is convertible into one-equity share the exerciseprice mentioned below. Out of the above Options granted 150,000options lapsed on account of cessation of employment and 100,000Options surrendered as per the Provisions of ESOP Plan amended on15 June 2009 (approval given by shareholders through Postal Ballot).

b) Provident fund benefit plan

c) Compensated absence plan (defined benefit plan)

Apart from being covered under the Gratuity Plan described earlier,employees of the Indian companies participate in a provident fund plan;a defined contribution plan. The Group makes annual contributionsbased on a specified percentage of salary of each covered employee to agovernment recognized provident fund. The Group does not have anyfurther obligation to the provident fund plan beyond making suchcontributions. Upon retirement or separation an employee becomesentitled for this lump sum benefit, which is paid directly to theconcerned employee by the fund. The Group contributedapproximately Rs. 25,384 thousand (2009: Rs 25,818 thousand) to theprovident fund planduring theyear ended 30 June2010.

The Company permits encashment of leave accumulated by theiremployees on retirement, separation and during the course of service.The liability for encashment of privilege leave is determined andprovided on the basis of actuarial valuation performed by anindependent actuary at balance sheet date.

The following table sets out the status of the Compensated absenceplan of Rolta and the corresponding amounts recognized in theGroup's consolidated financial statements:

Rs. Rs.Outstanding at July 1 4,985,464 207.86 6,203,900 208.16Granted 6,124,500 147.07 120,000 191.70Forfeited (324,500) 272.72 -Exercised (188,202) 71.08 (109,064) 75.35Expired/Surrendered (3,480,586) 217.80 (1,229,372) 219.49Outstanding as at June 30 7,116,676 148.17 4,985,464 207.86

2010 2009Number* Price* Number* Price*

*Allfigureshavebeenaccordinglyadjustedforthe1:1bonusissuein2008.

Allsharebasedemployeeremunerationwouldbesettledinequity.Thegrouphasnolegalorconstructiveobligationtorepurchaseorsettletheoptions.

The fair values of options granted are determined using the Black-Scholesvaluationmodel. Significant inputs into thecalculationare:

Weighted average share price (Rs)* 55.675 - 339.35Exercise price (Rs)* 55.675 - 339.35Weighted average volatility rate 44% - 62%Dividend pay outs 35% - 40%Risk free rate 6.50% - 8.00%Average remaining life 1- 48 months

*Priceshavebeenaccordinglyadjusted for the1:1bonus issue in2008.

Key Management Personnel

Mr. K K Singh Chairman & Managing DirectorMr. A D Tayal Jt. Managing DirectorDr. Aditya Singh Jt. Managing Director (upto 31 January 2010)Mr. A. P Singh Jt. Managing DirectorMr. Hiranya Ashar Director Finance & Chief Financial OfficerMr. Ben Eazzetta Director & President International Operations

Associates

Stone & Webster Inc. USA Joint Venture Partner in Shaw Rolta Limited

Mashail Al-Khaleej Minority shareholder inRolta Saudi Arabia Limited

Enterprises over which significant influence exercised by key managementpersonnel/ directors

Rolta Limited Company controlled by Mr. K K SinghRolta Properties Pvt. Ltd Company controlled by Mr. K K SinghRolta Resources (P) Ltd Company controlled by Mr. K K SinghRolta Holding & Finance Corporation Ltd Company controlled by Mr. K K SinghKanga & Company Solicitors firm in which Mr. K R Modi,

Director of the Company, is a partnerLanier Ford Shaver & Payne P. Company Law firm in which Mr. John R Wynn, an

Officer of Rolta US, is a legal counsel

Summary of transactions with related parties during the year

Nature of Transaction Year endedJune 30, 2009

Transactions with key management personnelRemuneration 159,309 201,837Amount payable at the year end 100,748 125,771Share based payments - -Transactions with enterprises over whichsignificant influence exercised by keymanagement personnel/ directors.Rent/ business centre fees paid 108,132 73,484Technical fees paid 172,322 181,862Professional fees paid 12,204 26,009Security deposit given 252,391 254,489Reimbursements paid - 170,000Amount payable at the year end 6,191 7,381Amount receivable at the year end - 446Transactions with AssociatesSale of goods/ services 312,750 431,934Reimbursements paid 37,090 61,394Amount receivable 29,258 78,957Amount payable 15,108 13,686

Year endedJune 30, 2010

The underlying expected volatility was determined by reference tohistorical data, adjusted for unusual share price movements. Nospecial features inherent to the options granted were incorporatedinto measurement of fair value.

In total, Rs 82,454 thousands of employee remuneration expense hasbeen included in the consolidated statement of comprehensiveincome for 2010 (2009: Rs. 18,433 thousands) which gave rise toadditional paid-in capital. No liabilities were recognized due to share-based payment transactions.

RelatedpartieswithwhomtheGrouphas transactedduring theyearNOTE X - RELATED PARTY TRANSACTIONS

On 27 June 2008, the Company granted further 1,455,500 stock optionsout of the balance and lapsed stock options available under the EmployeeStock Options Plan 2007 (ESOP - 2007) and Employee Stock OptionsPlan 2008 (ESOP - 2008). These options were granted at an exercise priceof Rs.261.75, which was the closing price as on the date of the grant of theoptions. The first 50% of these options shall become available for exerciseon27June2010andoneOptionifexercised isconvertible intoone-equityshare the exercise price mentioned below. Out of the options granted95,000 options lapsed on account of cessation of employment and1,347,500options lapsedonaccountofsurrenderofoptionsgrantedaspertheprovisionsofESOPPlanamendedon15June2009(approvalgivenbyshareholderbyPostalBallot).Further on 3 November 2008, the Company granted further120,000 stock options out of the balance and lapsed stock optionsavailable under the Employee Stock Options Plan 2008 (ESOP -2008). These options were granted at an exercise price of Rs.191.70,which was the closing price as on the date of the grant of theoptions. The first 50% of these options shall become available forexercise on 3 November 2010 and one Option if exercised isconvertible into one-equity share the exercise price mentionedbelow. Out of these 120,000 Options surrendered as per theProvisions of ESOP Plan amended on 15 June 2009 (approval givenby shareholders through Postal Ballot).

On 10 August 2009, the Company granted further 5,989,500 stockoptions out of the balance and lapsed stock options available underthe Employee Stock Options Plan 2007 (ESOP - 2007) andsurrendered options under Employee Stock Option Plans 2007 &2008. These Options were granted at an exercise price of Rs. 145.15,which was the closing market price on the date of the grant ofOptions. The first 25% of these options shall become available forexercise on 10 August 2010. Out of the options granted 59,500options lapsed on account of cessation of employment.On 23 September 2009, the Company further granted 15,000 stockoptions out of the balance and lapsed stock options available underthe Employee Stock Options Plan 2009 (ESOP - 2009). These optionswere granted at an exercise price of Rs.174.15, which was the closingprice as on the date of the grant of Options. The first 25% of theseoptions shall become available for exercise on 23 September 2010 andone Option if exercised is convertible into one-equity share theexercise price mentioned below.On 29 January 2010, the Company further granted 120,000 stockoptions out of the balance and lapsed stock options available underthe Employee Stock Options Plan 2009 (ESOP - 2009). These optionswere granted at an exercise price of Rs.204.70, which was the closingprice as on the date of the grant of Options. The first 25% of theseoptions shall become available for exercise on 29 January 2011 andone Option if exercised is convertible into one-equity share theexercise price mentioned below. Out of the options granted 20,000options lapsed on account of cessation of employment.The aggregate share options and weighted average exercise priceunder all the above mentioned plans are as follows for the reportingperiods presented:

ESOP 2009



121120

The directors are covered under the Group's gratuity policy alongwith other employees of the Group. Proportionate amount of gratuityis not included in the aforementioned disclosures as it cannot beseparately ascertained.

The basic earnings per share for the year ended 30 June 2010 and 30June 2009 have been calculated using the net results attributable toshareholders of Rolta as the numerator.

NOTE Y - EARNINGS PER SHARE

Calculation of basic and diluted EPS is as follows:

Particulars 30 June 200930 June 2010Profit attributable to shareholdersof Rolta, for basic and dilutive 2,315,204 1,899,030Weighted average number ofshares outstanding during the year for Basic 161,095,220 160,958,594Effect of dilutive potential ordinary shares:Employee stock Options 1,165,659 392,486Weighted average number of sharesoutstanding during the year for dilutive 162,260,879 161,351,080Basic EPS, in Rs. 14.37 11.80Diluted earnings per share, in Rs. 14.27 11.77

Particulars 30 June 200930 June 2010Bills of Guarantee & Bills ofDiscounting given by Bankers (includingcounter guarantees issued by them) 1,007,713 1,109,414Letters of Credit issued by Bankers 37,247 47,817Guarantee given to third partyfor Office rentals - 582Contingent Liabilities not provided for:Income Tax Demand for AssessmentYear. 2005-2006 (Paid underprotest Rs.1,358 thousand) - 2,716Estimated amount of contractsremaining to be executed on capitalaccount and not provided for(net of advances) 251,168 -

Particulars 30 June 2010Minimum lease payments due not laterthan one year 157,932Later than one year but not later thanfive years 174,598Later than five years 101,662

The effect of conversion option of FCCBs is anti dilutive in nature.

A summary of the contingencies existing as at year ended is as follows:NOTE Z - COMMITMENTS AND CONTINGENCIES

NOTE AA - LEASESTheGrouphasenteredintocommercial leases forcertainpropertieswhichare either cancelable or non-cancellable. These leases have durations of 1to3yearswithanoptionforrenewalattheendof leaseterm.

The future minimum rentals payable under non-cancellable operatingleases are as follows:

Operating lease payments made by the Group recorded as rentexpense in the current year amounted to Rs 214,848 (2009: Rs195,388).

The Group uses leased furniture and equipment in providing services toclients and for office use. For financial reporting purposes, minimumlease rentals relating to furniture and equipment have been capitalized.

The present value of future minimum lease payments for these leases asof30 June2010 is asunder;

Particulars EGDS EDOS EITS Total2010 2010 2010 2010

Revenue

Segment revenue 7,623,073 3,924,704 3,778,927 15,326,704

Segment operating profit 3,738,385 1,545,985 485,864 5,770,234

From external customers 7,623,073 3,924,704 3,778,927 15,326,704Inter-segment revenue - - - -

Identifiable operating expenses 3,884,688 2,378,719 3,293,063 9,556,470

Add: Other income (unallocable) - - - 641,778Less: Interest (unallocable) - - - 821,111Less: Depreciation andamortization (unallocable) - - - 2,907,262Less: Other unallocable expenses - - - 62,446Profit before tax - - - 2,621,193

Particulars 30 June 2010Minimum lease payments due not laterthan one year 6,551Later than one year but not later thanfive years 14,852Later than five years 6,022

27,425Less: Interest charges (6,973)Present value of net minimumlease payments 20,452Current portion 5,047Non-current portion 15,405

Cost of furniture and equipment purchased under capital leases have isRs. 18,358 (2009: Rs. Nil) and the related accumulated depreciation isRs 3,439 (2009: Rs Nil).

On adoption of IFRS 8 Operating Segments from the current year, theoperating segments identified by the Group are in line with theGroup's primary business lines namely, Enterprise Geospatial andDefence Solutions ('EGDS'), Engineering Design and OperationsSolutions ('EDOS'); and Enterprise Information TechnologySolutions ('EITS'). The Chief Operating Decision Maker ('CODM')evaluates the company's performance and allocates resources basedon an analysis of various performance indicators by business lines andgeographic segmentation of customers. Accordingly, segmentinformation has been presented both along business lines andgeographic segmentation of customers. A brief description of theGroup's services and the segments is as below;

Enterprise Geospatial and Defence Solutions ('EGDS') Under thissegment the company provides Geo Spatial services for Assetmanagement and Facilities Management and Geographic InformationSystems (GIS). The solutions offered by the company provideadvanced capabilities in applications such as mapping, surveying,image processing digital photogrammetry etc.

Engineering Design and Operations Solutions ('EDOS')

Under this segment the company provides design automation toolsand engineering services for Plant Design Automation andMechanical Design Automation.

Enterprise Information Technology Solutions ('EITS')

The company offers end -to-end eSecurity services and solutions.Rolta offers networking infrastructure services using sophisticatedsoftware such as CA-Unicenter TNG.

NOTE BB - SEGMENT REPORTING

Particulars EGDS EDOS EITS Total2009 2009 2009 2009

RevenueFrom external customers 6,195,497 3,915,312 3,617,320 13,728,129Inter-segment revenue - - -Segment revenue 6,195,497 3,915,312 3,617,320 13,728,129Identifiable operating expenses 3,574,474 2,428,003 3,090,391 9,092,868Segment operating profit 2,621,023 1,487,309 526,929 4,635,261Add: Other income (unallocable) - - - 176,026Less: Interest (unallocable) - - - 681,799Less: Depreciation andamortization (unallocable) - - - 2,089,503Less: Other unallocable expenses - - - (970,29)Profit before tax - - - 2,137,014

Segment Assets and Liabilities30 June 2010 30 June 2009

Segment assetsEnterprise Geospatial and DefenceSolutions (EGDS) 268,673 242,170Enterprise Information TechnologyServices (EITS) 2,252,277 2,313,659Goodwill 2,520,950 2,555,829Unallocated 28,016,805 24,044,837Total 30,537,755 26,600,666Segment liabilitiesUnallocated 14,550,835 12,408,154Total 14,550,835 12,408,154Capital expenditureUnallocated 5,102,614 6,636,237Total 5,102,614 6,636,237

The Group does not track most assets and liabilities by businesssegment, as these are invariably used for all business segments. TheGroup's buildings and IT infrastructure are its principal non-currentassets, and these are used for all the segments depending on therequirements for that period. The only assets which are specificallytracked are the receivables relating to the service line segments. In viewof this, management believes that it is currently not practicable toprovide segment disclosures relating to total assets and liabilities exceptfor separatedisclosureofGoodwill allocated to the separate segments.

Revenues from external customers in the Group's domicile, India aswell as from North America (USA and Canada) and revenues fromother countries (in Europe, Middle East and Australia) have beenidentified on the basis of customer's geographical location. Non-current assets have been allocated based on their physical location.Non-current assets do not include financial instruments, deferred taxassets, post employment benefit assets and any rights arising out ofinsurance contracts.

Loans and receivables comprise, accounts receivables from therendering of services and implementation of IT solutions and other

NOTE CC - OTHER FINANCIAL ASSETS

receivables including unbilled income, accrued interest, deposits andadvances receivable in cash and kind.

The directors consider that the carrying amount of loans andreceivables approximates their fair value.

Bank balances and cash comprise cash and short-term deposits held bythe group treasury function. The carrying amount of these assetsapproximates their fair value.

The investments in short term included investment in daily dividendplan of reputed mutual funds, where the carrying value represents fairvalue. The fair values of these securities are based on quoted marketprices.

Long term investments represent investments in listed equitysecurities which present the Group with opportunity for returnthrough dividend income and trading gains. The fair values of thesesecurities are based on quoted market prices.

Given below is the summary of financial assets as categorised inIAS 39:

Accounts and other payables principally comprise amountsoutstanding for trade purchases and ongoing costs.

The directors consider that the carrying amount of accounts payablesapproximates to their fair value.

Given below is the summary of financial liabilities as categorised inIAS 39:

NOTE DD - OTHER FINANCIAL LIABILITIES

Particulars 30 June 200930 June 2010Non current liabilities

Current liabilities

Borrowings:Financial liabilities at amortised cost 11,101,202 9,833,050

Borrowings:Financial liabilities at amortised cost 1,433,251 -Financial liabilities at fair value throughprofit and loss account 27,748 8,862Accounts payables:Financial liabilities at amortised cost 221,085 586,174

NOTE EE - FAIR VALUE HIERARCHYThe Group adopted the amendments to IFRS 7 Improving Disclosuresabout Financial Instruments effective from 1 June 2009. Theseamendments require the Group to present certain information aboutfinancial instruments measured at fair value in the statement of financialposition. In the first year of application comparative information neednot be presented for the disclosures required by the amendment.Accordingly, the disclosure for the fair value hierarchy is only presentedfor the30 June2010yearend.

The following table presents financial assets and liabilities measuredat fair value in the statement of financial position in accordance withthe fair value hierarchy. This hierarchy groups financial assets andliabilities into three levels based on the significance of inputs used in

India (domicile) 9,058,644 17,426,891 7,557,289 13,777,767North America 4,399,254 3,474,106 4,342,423 3,513,562Other countries 1,868,806 10,569 1,828,417 15,335

30 June 2009Revenue Non-current

assets assets

Total 15,326,704 20,911,566 13,728,129 17,306,664

30 June 2010Revenue Non-current

Geographical information

Particulars 30 June 2009Non current assets

Current assets

Available for sale - -Held to maturity - -

Available for sale 552,012 354,171Loans and receivables 8,808,248 8,410,154

30 June 2010


122


123

measuring the fair value of the financial assets and liabilities. The fairvalue hierarchy has the following levels:

- Level 1: quoted prices (unadjusted) in active markets for identicalassets or liabilities;

- Level 2: inputs other than quoted prices included within Level 1 thatare observable for the asset or liability, either directly (i.e as prices) orindirectly (i.e derived from prices); and

- Level 3: inputs for the asset or liability that are not based onobservable market data (unobservable inputs).

The level within which the financial asset or liability is classified isdetermined based on the lowest level of significant input to the fairvalue measurement. The financial assets and liabilities measured at fairvalue in the Consolidated Balance Sheet are grouped into the fair valuehierarchy as follows:

Measurement of fair valueThe methods and valuation techniques used for the purpose ofmeasuring fair value are unchanged from the previous year

Investments in liquid mutual fundsThe fair value of the investment has been determined at quoted marketprices at the reporting date. These units are publicly traded on stockexchanges and the quoted market prices are readily available. Suchinvestments have been categorized in Level 1.

DerivativesThese mostly represent foreign exchange forward covers and the fairvalues of these contracts are estimated using a valuation technique thatmaximizes the use of observable market inputs e.g market exchange andinterest rates. Such contractshavebeen categorized in Level2.

The Group's derivative financial liabilities classed under Level 2pertaining to valuation of embedded derivative options on FCCBs, arevalued by management using a valuation technique that uses inputsfrom quoted market prices and using volatility of the quoted marketprice and market interest rates.

The Group's derivative financial instruments pertain mainly to forwardcover contracts taken by the Group for repayment of long termborrowings. The counterparty for such forward contracts is a bank orfinancial institution. As at 30 June 2010, the Group had derivativecontracts for approximately USD 32,240K, the impact of fair valuationof such contracts was not considered material. Others pertain to anembeddedderivative recognised on thecall option to FCCBs.

These derivative financial instruments are valued based on quotedprices for similar assets and liabilities in active markets or inputs thatare directly or indirectly observable in the marketplace.

NOTE FF - DERIVATIVE FINANCIAL INSTRUMENTS

NOTE GG - RISK MANAGEMENT OBJECTIVES ANDPOLICIESThe Group is exposed to a variety of financial risks which results fromthe Group's operating and investing activities. The Group's riskmanagement is coordinated its parent company, in close co-operationwith the board of directors and the core management team of thesubsidiaries, and focuses on actively securing the Group's short tomedium term cash flows by minimising the exposure to financialmarkets.

The Group does not actively engage in the trading of financial assetsfor speculative purposes nor does it write options.

Financial assets that potentially subject the Group to concentrationsof credit risk consist principally of cash equivalents, accountsreceivables, other receivables, investment securities and deposits. Bytheir nature, all such financial instruments involve risk including thecredit risk of non-performance by counter parties.

The Group's cash equivalents and deposits are invested with banks,whereas investment securities represent investments in liquid debtfunds that are traded actively.

The Group's trade and other receivables are actively monitored toreview credit worthiness of the customers to whom credit terms aregranted and also avoid significant concentrations of credit risks.

The Group's interest-rate risk arises from long-term borrowings.Borrowings obtained at variable rates expose the Group to cash flowinterest-rate risk. Borrowings issued at fixed rates expose the Group tofair value interest-rate risk.

Foreign Currency sensitivity

The overseas entities of the Group operate in different countries. Thefunctional currency of such entities is the currency being used in thatparticular country. The bulk of contributions to the Group's assets,liabilities, income and expenses in foreign currency are denominatedin US Dollar and Pound Sterling. Apart, from these two currencies,foreign currency transactions are entered into by entities in Euro,Saudi Riyal, Canadian Dollar, Australian Dollar and UAE Dirhams asapplicable in the country in which the particular entity operates.However, the size of these entities relative to the total Group and, thevolume of transactions in such currencies are not material.

Thus, the foreign currency sensitivity analysis has been performedonly in relation to US Dollar (USD) and Pound Sterling (GBP).

Exposure in US Dollars and GBP

Foreign currency denominated financial assets and liabilities,translated into USD at the closing rate, are as follows.

Particulars 30 June 200930 June 2010

Others (In INR 000's) 27,748 8,862

Particulars 30 June 2010 Level 1 Level 2 Level 3 TotalAssetsAvailable for sale financialassets - Investments in liquidmutual fund units 552,012 552,012 - - 552,012LiabilitiesDerivative financial instrument - - - - -- Embedded derivative onFCCB call option 27,748 - 27,748 - 27,748

Nominal amounts June 30, 2010 June 30, 2009

USD INR USD INR(In 000's) (In 000's) (In 000's) (In 000's)

Short term exposure

Net short term exposure 8,980 418,454 4,643 222,256Long term exposure

Net Long term exposure 60,961 2,840,783 69,832 3,342,838

Financial assets 21,643 1,008,549 16,561 792,794Financial liabilities 12,663 590,095 11,918 570,538

Financial assets 75,985 3,540,911 74,832 3,582,188Financial liabilities 15,024 700,129 5,000 239,350

Foreign currency denominated financial assets and liabilities,translated into GBP at the closing rate, are as follows.

If the INR had weakened against the US Dollar by 5% (2009: 10%)then this would have had the following impact:

If the INR had weakened against the GBP by 10% (2009: 10%) thenthis would have had the following impact:

Interest rate sensitivityThe Group's policy is to minimise interest rate cash flow risk exposureson long-term borrowing. The Group, on 28 June 2007 issued 'Zerocoupon convertible bonds due 2012' (the "Bonds"). The bonds areconvertible at any time on and after August 8, 2007 and up to the close ofbusiness on 22 June 2012 by the holders of the Bonds (the"Bondholders") into newly issued, ordinary shares of Rs.10 each of theGroup (the "Shares") at the option of the Bondholder, at an initialconversion price of Rs.737.40 per share with a fixed rate of exchange onconversionofRs.40.75 toUSD1.00.

Unless previously converted, redeemed or purchased and cancelled,the Bonds will be redeemed in US dollars on 29 June 2012 at 139.391per cent of their principal amount.

Since, there is no interest rate cash outflow associated with the Bonds;an interest rate sensitivity analysis has not been performed.

The Group has also borrowed ECBs, Rupee term loans and long termworking capital loans. In case of LIBOR / Benchmark prime lendingrate (BPLR) increases by 150 basis points (2009: 150 basis points) thensuch increase shall have the following impact on:

Pound conversion rate was Rs. 78.94 at the beginning of the year andscaled to a high of Rs. 81.13 and to low of Rs. 65.65. The closing rate isRs. 70.07. Considering the volatility in direction of strengtheningdollar upto 10%, the sensitivity analysis has been disclosed at 10%movements on strengthening and weakening effect for presentingcomparable movement due to currency fluctuations.

If the INR had strengthened against the GBP by 10% (2009: 10%)then this would have had the following impact:

US Dollar and GBP Sensitivity analysisUS Dollar conversion rate was Rs. 48.09 at the beginning of theyear and scaled to a high of Rs. 49.40 and to low of Rs. 44.33. Theclosing rate is Rs.46.60. Considering the volatility in direction ofstrengthening dollar upto 5%, the sensitivity analysis has beendisclosed at 5% movements on strengthening and weakening effectfor presenting comparable movement due to currency fluctuations.If the INR had strengthened against the US Dollar by 5% (2009: 10%)then this would have had the following impact:

Nominal amounts June 30, 2010 June 30, 2009

GBP INR GBP INR(In 000's) (In 000's) (In 000's) (In 000's)

Short term exposure

Net short term exposure (1,829) (128,174) (4,611) (335,964)

Financial assets 48 3,356 73 5,309

Financial assets 3,985 279,262 3,021 220,112Financial liabilities 5,814 407,436 7,632 556,076

Long term exposure

Financial liabilities 1,109 77,719 1,535 111,827Net Long term exposure (1,061) (74,363) (1,462) (106,518)

30 June 2010 30 June 2009

Net results for the year 849 998

Equity - -

USD USD

(In 000's) (In 000's)

30 June 2010 30 June 2009

Net results for the year 180 444Equity - -

GBP GBP

(In 000's) (In 000's)

30 June 2010 30 June 2009

Net results for the year (148) (364)Equity - -

GBP GBP

(In 000's) (In 000's)

30 June 2010 30 June 2009

Net results for the year (768) (817)Equity - -

USD USD

(In 000's) (In 000's)

The bank deposits are placed on fixed rate of interest of approximately6%. As the interest rate does not vary unless such deposits arewithdrawn and renewed, sensitivity analysis is not performed.

Credit risk analysis

The Group's exposure to credit risk is limited to the carryingamount of financial assets recognised at the balance sheet date, assummarised below:

In case of LIBOR / Benchmark prime lending rate (BPLR) decreases by150 basis points (2009: 150 basis points) then such decrease shall havethe following impact on:

30 June 2010 30 June 2009

Net results for the year (84,789) (57,150)

Equity - -

GBP GBP

(In 000's) (In 000's)

30 June 2010 30 June 2009

Net results for the year 84,789 57,150

Equity - -

GBP GBP

(In 000's) (In 000's)

30 June 2010 30 June 2009

Cash and cash equivalents 459,405 1,324,661Highly liquid investments 552,012 354,171Accounts receivables 6,247,867 5,950,948Unbilled revenues 939,584 731,599Deposits and advances recoverablein cash and kind 784,384 315,112Other receivables 194,218 6,421Total 9,177,470 8,682,912

For and on behalf of Board of Directors

Jt. Managing Director Executive Vice PresidentLegal & Company Secretary

K. K. Singh R. R. Kumar K. R. Modi

Hiranya Ashar Dharmesh Desai

Chairman & Managing Director Director Director

Director-Finance &Chief Financial Officer

Atul D. Tayal


124

The Group continuously monitors defaults of customers and othercounterparties, identified either individually or by the Group, andincorporates' this information into its credit risk controls. TheGroup's policy is to deal only with creditworthy counterparties.

The Group's management considers that all the above financial assets thatare not impaired for each of the reporting dates under review are of goodcredit quality, including those that are past due. None of the Group'sfinancialassetsaresecuredbycollateralorothercreditenhancements.

In respect of trade and other receivables, the Group's exposure to anysignificant credit risk exposure any single counterparty or any groupsof counterparties having similar characteristics is considered to benegligible. The credit risk for liquid funds and other short-termfinancial assets is considered negligible, since the counterparties arereputable banks with high quality external credit ratings.

The Group manages its liquidity needs by carefully monitoring scheduleddebt servicing payments for long-term financial liabilities as well as cash-outflows due in day-to-day business. Liquidity needs are monitored invarious time bands, on a day-to-day and week-to-week basis, as well as onthe basis of a rolling 30-day projection. Long-term liquidity needs for a180-dayanda360-daylookoutperiodareidentifiedmonthly

The Group maintains cash and marketable securities to meet its liquidityrequirements for up to 30-day periods. Funding in regards to long-termliquidity needs is additionally secured by an adequate amount ofcommittedcredit facilitiesandtheabilitytosell long-termfinancialassets.

As at 30 June 2010, the Group's liabilities have contractual maturitieswhich are summarised below:

The above contractual maturities reflect the gross cash out flows, notdiscounted at the current values thereby these values will differ to thecarrying values of the liabilities at the balance sheet date.

Liquidity risk analysis

Current Non Current

Within 6 months 6 to 12months 1to 5 years More than

5 years

Trade payable 221,085 586,174 - - - - - -

Other liabilities. 854,077 1,069,487 - - 14,852 - 6,022 -

Option forconversion ofFCCB - - - - 27,748 8,862 - -

Liability offinancial instrument. - - - - 9,382,524 9,354,943 2,506,294 1,589,284

2010 2009 2010 2009 2010 2009 2010 2009

NOTE HH - CAPITAL MANAGEMENT POLICIES ANDPROCEDURES

NOTE II - POST REPORTING EVENTS

NOTE JJ -AUTHORISATION OF FINANCIALSTATEMENTS

The Group's capital management objectives are:

No adjusting or significant non-adjusting events have occurredbetween the reporting date and the date of authorization.

The consolidated financial statements for the year ended June 30,2010 (including comparatives) were approved by the Board ofDirectors on August 10 2010.

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toensuretheGroup'sabilitytocontinueasagoingconcern;and

to provide an adequate return to shareholders.

by pricing products and services commensurately with thelevel of risk.

The Group monitors capital on the basis of the carrying amount ofequity plus its subordinated loan, less cash and cash equivalents aspresented on the face of the balance sheet. Capital for the reportingperiods under review is summarised as follows:

The Group's goal in capital management is to maintain a capital-to-overall financing structure ratio as low as possible.

The Group sets the amount of capital in proportion to its overallfinancing structure, i.e. equity and financial liabilities other than itssubordinated loan. The Group manages the capital structure andmakes adjustments to it in the light of changes in economic conditionsand the risk characteristics of the underlying assets. In order tomaintain or adjust the capital structure, the Group may adjust theamount of dividends paid to shareholders, return capital toshareholders, issue new shares, or sell assets to reduce debt.

,

30 June 2010 30 June 2009Total equity 15,986,920 14,192,512Add: Subordinated loan 5,448,582 6,023,081Less: Cash & cash equivalents (459,405) (1,324,661)Capital 20,976,097 18,890,932Total equity 15,986,920 14,192,512Add: Borrowings 7,085,871 3,809,969Overall financing 23,072,791 18,002,481Capital to overall financing ratio 0.91:1 1.05:1

"��"#��"��

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ToThe Members of

We have examined the attached abridged Balance Sheet of RoltaIndia Limited (the Company) as at June 30, 2010 the relatedabridged Profit and Loss Account for the year ended on that dateannexed thereto and the abridged Cash Flow Statement for theyear ended on that date, together with the significantaccounting policies and notes thereon. These abridged financialstatements have been prepared by the Company pursuant toRule 7A of the Companies (Central Government's) GeneralRules and Forms 1956 and are based on the audited accounts ofthe Company for the year ended June 30, 2010 prepared inaccordance with Schedule VI of the Companies Act, 1956 and is

ROLTA INDIA LIMITED

covered by our report of even date to the members of theCompany which report is attached.

ForChartered Accountants,

Firm Registration No. 105049W

PARTNERMembership No.104180

Place : MumbaiDate : August 10, 2010

KHANDELWAL JAIN & CO.

(SHIVRATAN AGARWAL)

ToThe Members ofROLTA INDIA LIMITED1. We have audited the attached Balance Sheet of ROLTA INDIA

LIMITED, as at 30th June, 2010, the Profit and Loss Accountand also the Cash Flow Statement for the year ended on thatdate annexed thereto. These financial statements are theresponsibility of the Company's management. Ourresponsibility is to express an opinion on these financialstatements based on our audit.

2. We conducted our audit in accordance with the auditingstandards generally accepted in India. Those Standards requirethat we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in thefinancial statements. An audit also includes assessing theaccounting principles used and significant estimates made bymanagement, as well as evaluating the overall financialstatement presentation. We believe that our audit provides areasonablebasis forouropinion.

3. As required by the Companies (Auditors' Report) Order, 2003issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, andon the basis of such checks as considered appropriate andaccording to the information and explanations given to usduring the course of audit, we enclose in the Annexure astatement on the matters specified in paragraphs 4 and 5 of thesaid Order, to the extent applicable to the Company.

4. Further to our comments in the Annexure referred to inparagraph 3 above we report that:-a) We have obtained all the information and explanations,

which to the best of our knowledge and belief werenecessary for the purposes of our audit;

b) In our opinion, proper books of account as required by lawhave been kept by the Company so far as it appears fromour examination of those books;

c) The Balance Sheet, Profit and Loss Account and Cash FlowStatement dealt with by this report are in agreement withthe books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Accountand Cash Flow Statement dealt with by this report complywith the Accounting Standards referred to in sub-section(3C) of section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from thedirectors, as on 30th June, 2010 and taken on record by theBoard of Directors, we report that none of the directors isdisqualified as on 30th June, 2010 from being appointed as adirector in terms of clause (g) of sub-section (1) of section274 of the Companies Act, 1956;

5. In our opinion and to the best of our information andaccording to the explanations given to us, the said accounts,read together with the Significant Accounting Policies andother notes appearing in Schedule 'R' give the informationrequired by the Companies Act, 1956, in the manner sorequired and give a true and fair view in conformity with theaccounting principles generally accepted in India:-i) in the case of Balance Sheet, of the state of affairs of the

Company as at 30th June, 2010;ii) in the case of the Profit and Loss Account, of the Profit of

the Company for the year ended on that date; andiii) in case of the Cash Flow Statement, of the cash flows for the

year ended on that date.

ForChartered Accountants,


PARTNERMembership No.104180


KHANDELWAL JAIN & CO.

(SHIVRATAN AGARWAL)

125

��

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OFEVEN DATE TO THE MEMBERS OF ROLTA INDIA LIMITED ON THEACCOUNTS FOR THE YEAR ENDED 30TH JUNE 2010

(i) (a) The Company has maintained proper records showing fullparticulars, including quantitative details and situation of fixedassets except in case of furniture and fixtures and electricalinstallation for which quantitative records with item wise break-up of value is not available.

(b) The fixed assets have been physically verified by themanagement at reasonable intervals and no materialdiscrepancies were noticed on such verification.

(c) During the year, the Company has not disposed of anysubstantial part of the Fixed Assets.

(ii) (a) The inventory has been physically verified during the year bythe management. In our opinion, the frequency of verification isreasonable.

(b) The procedures of physical verification of inventories followedby the management are reasonable and adequate in relation tothe size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. Thediscrepancies noticed on verification between the physicalstocks and the book records were not material in relation to theoperation of the Company and the nature of its business.

(iii) (a) The Company has granted loans to its 4 wholly ownedsubsidiaries. The maximum amount involved during the yearwas Rs.8072.92 lacs and the year-end balance of loans granted tosuch parties was Rs.7830.12 lacs.

(b) In our opinion and according to the information andexplanations given to us, the rate of interest and other terms andconditions are prima facie not prejudicial to the interest of theCompany.

(c) The said loans given to the wholly owned subsidiaries of theCompany are repayable on demand and there is no repaymentschedule.

(d) In respect of the loan given by the Company, the same isrepayable on demand and therefore the question of overdueamount does not arise.

(e) The Company has not taken loan from any company covered inthe register maintained under section 301 of the CompaniesAct, 1956. Hence provisions of clause 4 (iii) (f), (g) are notapplicable to the Company.

(iv) In our opinion and according to the information and explanationsgiven to us, there exist an adequate internal control systemcommensurate with the size of the Company and the nature of itsbusiness with regard to purchases of inventory, fixed assets and withregard to the sale of goods and services. During the course of ouraudit, we have not observed any continuing failure to correct majorweaknesses in internal control system of the Company.

(v) (a) According to the information and explanations given to us, weare of the opinion that the particulars of all contracts orarrangements that need to be entered into the registermaintained under section 301 of the Companies Act, 1956 havebeen so entered.

(b) In our opinion and according to the information andexplanations given to us, the transactions made in pursuance ofcontracts or arrangements entered in the register maintainedunder section 301 of the Companies Act, 1956 and exceedingthe value of rupees five lakhs in respect of any party during theyear have been made at prices which are reasonable havingregard to prevailing market prices at the relevant time.

(vi) According to information and explanations given to us, the Companyhas not accepted any deposits from public covered by the provisions ofSection 58A and 58AA of the Companies Act, 1956 and rules framedthere under.

(vii) In our opinion, the Company has an internal audit systemcommensurate with the size and nature of its business.

(viii) According to information and explanations given to us the CentralGovernment has not prescribed the maintenance of cost records forthe products of the Company.

(ix) (a) The Company is generally regular in depositing withappropriate authorities undisputed statutory dues includingprovident fund, investor education and protection fund,employees' state insurance, income tax, sales tax, wealth tax,service tax, custom duty, excise duty, cess and other materialstatutory dues applicable to it.

(b) According to the information and explanations given to us, noundisputed amounts payable in respect of income tax, wealthtax, service tax, sales tax, customs duty, excise duty and cesswere in arrears, as at 30th June, 2010 for a period of more thansix months from the date they became payable.

(c) According to the information and explanation given to us, thereare no dues of income tax, wealth tax, service tax, sales tax,customs duty, excise duty and cess which have not beendeposited on account of any dispute.

(x) The Company does not have any accumulated losses at the end of thefinancial year and has not incurred cash losses in the current financialyear and in the immediately the preceding financial year.

(xi) In our opinion and according to the information and explanationsgiven to us, the Company has not defaulted in repayment of dues to afinancial institution, bank or debenture holders.

(xii) As per the information and explanation given to us, the Company hasnot granted loans and advances on the basis of security by way ofpledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi mutualbenefit fund/society. Therefore, the provisions of clause 4(xiii) of theCompanies (Auditor's Report) Order, 2003 are not applicable to theCompany.

(xiv) In our opinion, the Company is not dealing in or trading in shares,securities, debentures and other investments. Accordingly, theprovisions of clause 4(xiv) of the Companies (Auditor's Report)Order, 2003 are not applicable to the Company.

(xv) In our opinion, the terms and conditions on which the Company hasgiven guarantees for loans taken by others from banks or financialinstitutions are not prejudicial to the interest of the Company.

(xvi) In our opinion and according to the information and explanationsgiven to us, the term loans raised during the year are applied for thepurpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on anoverall examination of the balance sheet of the Company, we reportthat no funds raised on short-term basis have been used for long-terminvestment.

(xviii) According to the information and explanations given to us, theCompany has not made any preferential allotment of shares to partiesand companies covered in the register maintained under Section 301of the Companies Act, 1956.

(xix) According to the information and explanations given to us, theCompany has not issued any debentures.

(xx) The Company has not raised any money by public issue during theyear covered by our audit.

(xxi) As per the information and explanations given to us, no fraud on or bythe Company has been noticed or reported during the course of ouraudit.

For KHANDELWAL JAIN & CO.Chartered Accountants,


(SHIVRATAN AGARWAL)PARTNER

Membership No.104180


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(Amount in Rs.)


SOURCES OF FUNDS


SHAREHOLDERS' FUNDS

LOAN FUNDS

DEFERRED TAX LIABILITYTOTAL 31,434,654,974 26,394,354,176

FIXED ASSETS

INVESTMENTS

FOREIGN CURRENCY MONETARY ITEMTRANSALATION DIFFERENCE ACCOUNTCURRENT ASSETS, LOANS AND ADVANCES

LESS : CURRENT LIABILITIES AND PROVISIONS

NET CURRENT ASSETSTOTAL 31,434,654,974 26,394,354,176

Share CapitalEquity 1,611,948,160 1,610,066,150Reserves & Surplus

Securities premium account 2,355,075,500 2,577,045,870General reserve 21,60,382,910 1,799,879,674FCCB Redemption Reserve (Refer note no. 12 d) 1,380,000,000 -Surplus in profit and loss account 11,535,851,684 10,282,265,727

Secured Loans 6,465,563,632 3,537,110,000Unsecured Loan 5,501,657,377 6,109,037,181

424,175,711 478,949,574

Net Block (Original cost less depreciation/amortisation) 15,979,147,562 11,875,938,095Capital Work In Progress 2,428,457,447 2,793,142,947

18,407,605,009 14,669,081,042

Investment in subsidiary companies and Jv's -(Unquoted) 5,820,285,564 4,924,433,089Investment in Mutual Fund (Debt Fund) 343,664,738 207,585,945

36,326,447 154,319,555

(a) Inventories 38,774,295 104,523,579(b) Sundry Debtors 6,158,615,276 5,865,949,505(c) Cash & Bank Balances 393,723,501 1,210,942,109(d) Other current assets 224,250,000 175,120,891(e) Loans & Advances

- To Subsidiary companies 783,012,364 308,398,176- To Others 1,580,846,979 905,487,807

9,179,222,415 8,570,422,067

Current liabilities 1,264,570,478 1,192,165,874Provisions 1,087,878,721 939,321,648

2,352,449,199 2,131,487,5226,826,773,216 6,438,934,545

126 127

(Statement containing salient features of Balance Sheet as per section 219(1)(b)(iv) of the Companies Act, 1956)

Refer Accounting Policies and Notes Compiled from theAudited Accounts of the Company referred to in our Report dated August 10,2010

As per our report of even date. For and on behalf of Board of Directors

ForChartered Accountants








Refer Accounting Policies and Notes Compiled from theAudited Accounts of the Company referred to in our Report dated August 10,2010

As per our report of even date. For and on behalf of Board of Directors

ForChartered Accountants








�� !�"� �� #� �� $��

INCOMESale of IT Solutions & Services 11,704,408,572 9,466,910,919Other Income

Dividend 36,236,710 123,952,179Interest 68,401,718 127,254,386Exchange Difference Gain - 163,957,984Profit on buy back of FCCBs 3,267,600 250,230,851Others 186,387,158 31,227,417

Material & Subcontracting CostOpening stock 104,523,579 214,187,306Material & Subcontracting Cost 2,511,558,302 1,599,243,199Less: Closing Stock (38,774,295) (104,523,579)

Salaries,Wages and other employee benefits 1,612,530,748 1,646,702,488Managerial remuneration 102,000,000 127,455,000Interest 386,037,729 110,953,828Depreciation/Amortisation 2,594,155,579 1,792,396,027Auditors remuneration 3,000,000 2,750,000Other expenses 723,637,755 658,129,504

4,000,032,361 4,116,239,963Less : Provision For Taxation (Refer Note No 7) 395,000,000 393,000,000PROFIT AFTER TAX 3,605,032,361 3,723,239,963Add : Balance brought forward from previous year 10,282,265,727 7,496,589,401

FCCB Redemption Reserve (Refer Note No.12 d ) 1,380,000,000 -Dividend Paid 42,372 111,605Proposed Dividend 523,883,152 483,019,845Income Tax On Proposed / Paid Dividend 87,017,644 82,108,191Transfer to General Reserve 360,503,236 372,323,996

Basic 22.38 23.13Diluted 22.22 23.08(Refer Note No. 17)

TOTAL 11,998,701,758 10,163,533,736EXPENDITURE

TOTAL 7,998,669,397 6,047,293,773PROFIT BEFORE TAX

BALANCE AVAILABLE FOR APPROPRIATION 13,887,298,088 11,219,829,364APPROPRIATIONS

BALANCE CARRIED TO BALANCE SHEET 11,535,851,684 10,282,265,727EARNINGS PER SHARE ( equity shares,par value Rs.10 each)

(Amount in Rs.)


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A. CASH FLOW FROM OPERATING ACTIVITIES:

B. CASH FLOW FROM INVESTING ACTIVITIES

C. CASH FLOW FROM FINANCING ACTIVITIES

Net Profit after tax and extraordinary items 3,605,032,361 3,723,239,963Adjustments for :Depreciation 2,594,155,579 1,792,396,027Interest Expenses 386,037,729 110,953,828Interest income (net) (68,401,718) (127,254,386)Dividend Income (36,236,710) (123,952,179)Provision For Tax 395,000,000 393,000,000Profit on Sale of Investment (net) (501,776) (4,464,693)Profit On Repurchase Of FCCB (3,267,600) (250,230,851)Profit/Loss on Sale of fixed assets(net) 127,906,046 2,641,469Provision for Bad & Doubtful Debts 4,276,374 22,893,972Amortisation of foreign exchange fluctuation 31,186,361 125,216,284Exchange difference adjustment(net) (177,488,659) 87,864,804

3,252,665,626 2,029,064,275OPERATING PROFIT BEFORE WORKINGCAPITAL CHANGES 6,857,697,987 5,752,304,238Adjustments for :Trade and other receivables (1,104,464,343) (1,867,032,395)Inventories 65,749,284 109,663,727Trade payables 26,722,445 91,420,986

(1,011,992,614) (1,665,947,682)CASH GENERATED FROM OPERATIONS 5,845,705,373 4,086,356,556Taxes paid (net of refunds) (367,549,775) (340,144,458)

(367,549,775) (340,144,458)5,478,155,598 3,746,212,098

Purchase of fixed assets (including CWIP) (4,676,647,554) (7,569,019,249)Sale of fixed assets 63,176,411 2,710,054Sale/Purchase of Investments (net) (135,577,017) 2,537,675,111Loans & Advances To Subsidiaries (446,050,329) (32,488,060)Investments in Subsidiary Companies (895,852,475) (1,272,322,000)Interest received (net) 165,531,108 137,043,338Dividend Received from Mutual Funds 26,236,710 83,952,179Dividend Received from Joint Venture 10,000,000 40,000,000Purchase of Intangible Assets (1,847,114,447) (163,272,113)NET CASH USED IN INVESTING ACTIVITIES (7,736,297,593) (6,235,720,740)

Proceeds from Secured Loan 3,017,789,429 3,537,110,000Dividend and Dividend Tax paid (571,540,056) (569,223,142)Buy Back of FCCB's (701,360,400) (1,583,668,849)Interest paid (317,343,723) (102,750,838)Proceeds from issue of ESOPs (include Share Premium) 13,378,137 8,218,102NET CASH FROM FINANCE ACTIVITIES 1,440,923,387 1,289,685,273NET INCREASE IN CASH & CASH EQUIVALENTS (817,218,608) (1,199,823,369)CASH & CASH EQUIVALENTS(OPENING BALANCE) 1,210,942,109 2,410,765,478CASH & CASH EQUIVALENTS(CLOSING BALANCE)

NET CASH FROM OPERATING ACTIVITIES

393,723,501 1,210,942,109

(Amount in Rs.)


Figures for the previous years have been regrouped/re-cast wherever necessary.As per our report of even date. For and on behalf of Board of DirectorsForChartered Accountants








128 129

(Statement containing salient features of Balance Sheet as per section 219(1)(b)(iv) of the Companies Act, 1956)

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SIGNIFICANT ACCOUNTING POLICIES AND NOTESTO ACCOUNTS

1. SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Preparation of Financial Statements

b. Use of Estimates

c. Revenue Recognition

The financial statements are prepared in accordancewith Indian Generally Accepted Accounting Principles("GAAP") under the historical cost convention on theaccrual basis. GAAP comprises mandatory accountingstandards prescribed by the Companies (AccountingStandards) Rules 2006 and guidelines issued by theSecurities and Exchange Board of India (SEBI).Accounting policies have been consistently appliedexcept where a newly issued accounting standard isinitially adopted or a revision of an existing accountingstandard requires a change in the accounting policyhitherto in use.

The preparation of the financial statements inconformity with GAAP requires the management tomake estimates and assumptions that affect the reportedbalances of assets and liabilities and disclosures relatingto contingent assets and liabilities as at the date of thefinancial statements and reported amounts of incomeand expenses during the period. Examples of suchestimates include provisions for doubtful debts, futureobligations under employee retirement benefit plans,income taxes, post-sales customer support and theuseful lives of fixed assets and intangible assets. Actualresult could differ from these estimates. Differencebetween the actual results and estimates are recognisedin the pe r iod in wh ich the re su l t s a r eknown/materialised.

i. Revenue from sale of solutions and services isrecognized in accordance with the sales contractand when significant risks and rewards in respect ofownership are transferred to the customers.

ii. Revenue from customer-related long-term contractsis recognised by reference to the percentage ofcompletion of the contract at the balance sheet date.Company's long term contracts specify a fixed pricefor the sale of license and installation of softwaresolutions & services and the related revenue isdetermined using the percentage of completionmethod. The percentage of completion is calculatedby comparing costs incurred to date with the totalestimated costs of the contract. If the contract isconsidered profitable, it is valued at cost plusattributable profits by reference to the percentage ofcompletion. Any expected loss on individualcontracts is recognised immediately as an expense intheProfit & Loss Account.

iii. Income from maintenance contract is recognizedproportionately over the period of the contract.

iv. Dividend on investments held by the Company isaccounted for as and when it is declared.

d. Fixed Assets, Intangibles, Depreciation, Amortisationand Capital Work in Progress (CWIP)

e. Impairment of Assets

f. Investments

g. Inventories

i. All Fixed Assets are stated at cost of acquisition orconstruction less accumulated depreciation andimpairment loss, if any. Where the acquisition offixed assets are financed through long term foreigncurrency loans the exchange difference on suchloans are added to or subtracted from the cost ofsuch fixed assets.

ii. The company provides depreciation on fixed assetson Straight Line Method (SLM), at the rates and inthe manner specified in schedule XIV of theCompanies Act, 1956 except for computer plantand its related equipments.

iii. Depreciation on computer plant and its relatedequipment is provided on the Straight LineMethod (SLM) over the economic useful life ofassets, which is ascertained to be 4 years by themanagement.

iv. Leasehold land is amortised over the period oflease.

v. Capital Work-in-Progress is stated at costcomprising of direct cost and related incidentalexpenditure. The advances given for acquiring /construction of fixed assets are shown under CWIP.

vi. Intangibles:

Intellectual Property Rights are amortised over aperiod of ten years

Computer Software is amortised over a period of4 years.

The fixed assets are reviewed for impairment at eachbalance sheet date. In case of any such indication, therecoverable amount of these assets is determined, and ifsuch recoverable amount of the asset or cash-generatingunit to which the asset belongs is less than its carryingamount, the impairment loss is recognized by writingdown such assets to their recoverable amount. Animpairment loss is reversed if there is change in therecoverable amount and such loss either no longer existsor has decreased.

Investments are classified into Current Investment andLong Term Investments. Current Investments arecarried at lower of the cost and fair value. Long TermInvestments are carried at cost. Provision for diminutionis made only if, in the opinion of the management, sucha decline is other than temporary.

Systems, Softwares, Peripheral and Spares are valued atlower of cost or net realisable value on first in first outbasis.

Finished products are valued at lower of cost or netrealisable value.

�� !�"� �� "� �� $��

130 131

h. Foreign Currency Transactions

i. Employee Benefits

1. Short Term Employee Benefits

2. Post Employment Benefits

i. Foreign currency transactions are recorded at theexchange rate prevailing on the date of transaction.

ii. All monetary foreign currency assets/liabilities aretranslated at the rates prevailing on the date ofbalance sheet.

iii. The exchange difference between the ratesprevailing on the date of transaction and on the dateof settlement as also on translation of monetary itemsat the end of the year (other than those relating tolong term foreign currency monetary items) isrecognisedas incomeorexpense, as thecasemaybe.

iv. Exchange differences relating to long term foreigncurrency monetary items, to the extent they are usedfor financingtheacquisitionof fixedassetsareaddedtoor subtracted from the cost of such fixed assets and thebalance isaccumulated in 'ForeignCurrencyMonetaryItem Translation Difference Account' and amortisedover the balance term of the long term monetary itemor31stMarch,2011whichever isearlier.

v. The premium / discount arising at the inception ofthe forward contract is amortised as expenses orincome over the life of the contract.

vi. Gain /loss on cancellation or renewal of forwardexchange contract are recognised as income orexpenses for the period.

Short Term Employees Benefits are recognized as anexpense at the undiscounted amount in the Profit andLoss Account of the year in which the related services isrendered.

The Company contributes monthly at a determinedrate. These contributions are remitted to the EmployeeProvident Fund Commissioner office and are charged toProfit and Loss account on accrual basis.

The Company provides for gratuity (a defined benefitretirement plan) to all the eligible employees. Thebenefit is in the form of lump sum payments to vestedemployees on retirement, on death while inemployment, or termination of employment for anequivalent to 15 days salary payable for each completedyear of service subject to a maximum of Rs. 10 Lacs.Vesting occurs on completion of five years of service.Liability in respect of gratuity is determined using theprojected unit credit method with actuarial valuations ason the balance sheet date and gains/losses arerecognized immediately in the profit and loss account.

Liability in respect of leave encashment is determinedusing the projected unit credit method with actuarial

Provident Fund

Gratuity

Leave Encashment

valuations as on the balance sheet date and gains/lossesare recognized immediately in the profit and lossaccount.

Borrowing costs that are attributable to the acquisitionor construction of qualifying assets are capitalised aspart of the cost of such assets. A qualifying asset is onethat necessarily takes substantial period of time to getready for intended use. All other borrowing costs arecharged to revenue.

In accordance with the Accounting Standard 20 ( AS - 20)"Earnings Per Share" issued by the Institute of CharteredAccountants of India, basic / diluted earnings per share iscomputed using the weighted average number of sharesoutstandingduring the period.

Income tax comprises of current tax and deferred tax.Deferred tax assets and liabilities are recognized for thefuture tax consequences of timing differences, subject tothe consideration of prudence. Deferred tax assets andliabilities are measured using the tax rates enacted orsubstantively enacted by the balance sheet date. Thecarrying amount of deferred tax asset / liability isreviewed at each balance sheet date.

Share / Bond issue expenses and premium payable onredemption of bonds are written off to SecuritiesPremium Account.

The company accrues the estimated cost of warranties atthe time when the revenue is recognised. The accrualsare based on the Company's historical experience ofmaterial usage and service delivery cost.

Prior period expenses/incomes are accounted under therespective heads. Material items, if any, are disclosedseparately by way of a note.

The company creates a provision when there is a presentobligation as a result of an obligating event that probablyrequires an outflow of resources and a reliable estimatecan be made of the amount of the obligation. A disclosurefor a contingent liability is made when there is a possibleobligation or a present obligation that may, but probablywill not, require an outflow of resources. Where there is apossible obligation or a present obligation in respect ofwhich the likelihood of outflow of resources is remote, noprovisionordisclosure ismade.

Operating leases: Rental in respect of all operatingleases are charged to Profit & Loss Account.

j. Borrowing Cost

k. Earnings Per Share

l. Income Tax

m. Share/Bond Issue Expenses and Premium onRedemption of Bonds

n. Warranty Cost

o. Prior Period Items

p. Provisions & Contingent Liabilities

q. Leases

'� �� !�"� �� "� �� $��

r. Other Accounting Policies

2. Contingent Liabilities not provided for

3. Capital Commitments

4.

5.

6.

7.

These are consistent with the generally acceptedaccounting practices.

Interest income is net of interest expenses amounting toRs. Nil (previous year Rs.579.03 lacs).

The outstanding balances as at 30th June, 2010 in respect ofsome of the Sundry Debtors, Creditors, Loans and Advancesand Deposits are subject to confirmation from the respectiveparties and consequential reconciliation / adjustments arisingthere from, if any. The management, however, does notexpect any material variation.

In the opinion of the Board, all current assets, loans &advances and other receivables are approximately of thevalue stated, if realised in the ordinary course of business.

Income Taxes

a. In the current financial year, the Company, in additionto the provision made for the previous year ended 31stMarch, 2010, has estimated the Income Tax provisionfor the subsequent three months period ended 30thJune, 2010, the ultimate liability for which will bedetermined on the basis of figures for the previous yearending 31st March, 2011.

b. The Company has calculated its tax liability afterconsidering Minimum Alternative Tax (MAT).The MATliability can be carried forward and setoff against thefuture tax liabilities. Accordingly Rs. 1,106.87 lacs(Previous year Rs.356.88 lacs) is carried forward andshown under "Provision for Income Tax (Net of AdvanceTax and inclusive of MAT Credit)" in the Balance Sheetas at 30th June 2010.

c. Income Tax Provision as at 30th June 2010 includes Rs.Nil (previous year Rs. 209.75 lacs) excess provision forearlier year written back, Rs.5,596.61 lacs (previous yearRs. 4,180.40 lacs) towards Current Income Tax, (MAT)Rs.8.00 lacs ( previous year Rs. 8.00 lacs) towardsWealth Tax, Rs. 547.74 lacs (previous year charge of Rs.203.23 lacs) recognised and credited on account ofDeferred Tax, Rs. Nil (previous year Rs. 105.00 lacs) onaccount of Fringe Benefit Tax and Rs.1,106.87 lacs(previous year Rs. 356.88 lacs) towards MAT credit.

d. The break up of Deferred Tax Liability components as at30.06.10 is as under:

8. Managerial Remuneration

9. Auditor's Remuneration (Net of Service Tax)

10. Out of total 161,194,816 (P. Y. 161,006,615)Equity Shares:-

a. 15,537,662 (P. Y. 15,537,662) Equity Shares of Rs.10/-each have been allotted as fully paid up forconsideration other than cash to the shareholders of theerstwhile Rolta Computer & Industries Pvt. Ltd., RoltaLeasing & Holdings Ltd., Rolta Investments Pvt. Ltd.,Rolta Consultancy Services Pvt. Ltd., pursuant toScheme of Amalgamation.

b. 8,807,272 (P. Y. 8,807,272) Equity Shares of Rs. 10/-each have been allotted as fully paid up forconsideration other than cash to the shareholders oferstwhile Rolta Design and Conversion ServicesLimited, pursuant to Scheme of Arrangement.

c. 1,294,169 (P. Y. 1,105,968) equity shares issuedpursuant to Employee Stock Option Plan.

d. 16,071,429 (P. Y. 16,071,429) Equity Shares of Rs. 10/-each were issued by way of US $ Equity Issues

(Rs. in Lacs)

As at30.06.10

As at30.06.09

i. B/G & B/D given by Bankers (includingcounter guarantees issued) 16,528.21 17,756.53

ii. Letters of Credit issued by Bankers 133.13 478.17

(Rs. in Lacs)

As at30.06.10

As at30.06.09

Estimated amount of contracts remaining to beexecuted on Capital Account and not providedfor (net of advances). 2,511.68 NIL

(Rs. in Lacs)

a. Fixed Assets 5409.72 5345.09b. Others (1167.96) (555.59)

Deferred Tax Liability Net 4241.76 4789.50

CurrentYear

PreviousYear

Deferred Tax Liabilities / (Assets)

(Rs. in Lacs)

CurrentYear

PreviousYear

a. Managerial remuneration including allbenefits but excluding provision for LeaveEncashment & Gratuity (includescommission of Rs. 1,020.00 lacs (Previousyear Rs. 1,274.55 lacs) to whole 1,346.77 1,672.13time Directors)

b. Computation of net profit in accordance with Section 198 of the CompaniesAct, 1956, in respect of commission payable to whole time Directors:

(Rs. in Lacs)

CurrentYear

PreviousYear

Audit fees 21.25 18.75Tax Audit Fees 5.00 5.00Limited Review 3.75 3.75Total 30.00 27.50

'� ��

(Rs. in Lacs)

CurrentYear

PreviousYear

Profit before tax as per Profit & Loss account 40,000.32 41,162.40Add: Depreciation as per Accounts 25,941.56 17,923.96

Managerial Remuneration charged inthe Accounts 1,346.77 1,672.13Directors Sitting Fees 9.00 11.00Loss on Sale of Assets 1,279.06 26.41

Less: Depreciation under Section 350 ofthe Companies Act, 1956 25,941.56 17,923.96

Net Profit u/s. 349 42,635.15 42,871.94Maximum Permissible ManagerialRemuneration (10%) 4,263.52 4,287.19Commission provided for Whole Time Directors 1,020.00 1,274.55

�� !�"� �� "� �� $��

132 133

represented by Global Depository Receipts (GDR), at aprice of US $ 5.60 per Share (inclusive of premium).

e. 80,136,523 (P. Y. 80,136,523) Equity Shares, fully paidup have been issued as bonus shares by capitalization ofSecurities Premium.

a. The external commercial borrowing from Bank of Indiais secured by floating charge on current assets of theCompany and from Union Bank of India is secured byway of equitable mortgage on a specific fixed asset ofthe Company. Foreign Currency Term Loan is securedby first hypothecation paripassu charge on current assetof the Company.

b. Rupee term loan is secured by floating charge on thecurrent assets of the Company.

c. Working Capital Loans are secured by paripassu chargeon the current asset of the Company. (includingReceivables)

d. Instalments falling due within one year on above loansRs, Nil (Previous year Rs.Nil)

a. The company on 28th June 2007 issued Zero CouponForeign Currency Bond (FCCB) aggregating to US $150 million at par. The bondholders have an option toconvert these bonds in equity shares at an initialconversion price of Rs.368.70 (as adjusted by 1:1 bonusissue) per share at fixed exchange rate (Rs.40.75 = US$1.00) between August 08, 2007 and June 22, 2012. Theconversion price will be subject to certain adjustment incertain circumstances as detailed in the OfferingCircular (OC).

The Bonds can be mandatorily converted into Shares, inwhole but not in part, at the option of the Company onor at any time after 28 June 2008 but not less than sevenbusiness days prior to the maturity date at theconversion price and on the terms and conditions asdefined in the OC.

Further under certain condition, the company has anoption for early redemption of the bonds in whole butnot in part unless previously converted, redeemed orrepurchased or cancelled the company will redeem thebonds at 139.391 percent of the principal amount onJune 29, 2012.

b. The proceeds from the FCCB issue were utilized forthe purpose for which the bonds were used i.e fundingthe capital expenditure, expansion of existingfacilities, establishing new units, investment insubsidiary companies and for acquisition overseas.

c. In December 2009 (previous year in June 2009), theCompany has bought back and cancelled 15,000(previous year 38,310) FCCBs of the face value of US$1,000 each as per the approval / guidelines of ReserveBank of India at a discount. Consequent to the buy backthe Company has recognised a net gain of Rs. 32.68 lacs(previous year Rs. 2,502.31 lacs) on the said buyback,

11.

12.

which is disclosed under 'Other Income' and has alsoreversed by crediting to Securities Premium Account thepremium payable on redemption aggregating to Rs.1,023.95 lacs (previous year Rs. 1,303.88 lacs) providedtill 30th June, 2009 (previous year 30th June 2008).

d. The Company has created FCCBs Redemption Reserveamounting to Rs. 13,800 lacs as on 30th June, 2010 Inaccordance with provision of section 117C (1) of theCompanies Act 1956.

The disclosure pursuant to The Micro, Small and MediumEnterprise Development Act, 2006, (MSMED Act) as at30-6-2010 is as under:

The information has been given in respect of such vendors tothe extent they could be identified as "Micro, Small andMedium" enterprises on the basis of information availablewith the Company.

There are no amounts due and outstanding to be credited toInvestorEducationandProtectionFund.

EmployeeBenefits

a. Expenses recognised in the Statement of Profit & LossA/c. for the year ended 30th June 2010

b. Net Receipt / Liability Recognised in the Balance Sheet

15.

13.

14.

Particulars Amount

Principal amount due to suppliers under MSMED Act, 2006 NILInterest accrued and due to suppliers under MSMED Act, onthe above amount NILPayment made to suppliers (other than interest) beyond theappointed day, during the year NILInterest paid to suppliers under MSMED Act,(Other than Section 16) NILInterest paid to suppliers under MSMED Act, (Section 16) NILInterest due and payable to suppliers under MSMEDAct, for payment already made NILInterest accrued and remaining unpaid at the end of theyear under MSMED Act. NIL

Particulars(Rs. in Lacs)

Gratuity LeaveEncashment

Opening net liability 502.23 921.78(377.76) (637.36)

Expense as above 135.09 461.65(173.35) (472.92)

Contribution paid 38.66 317.62(48.88) (188.50)

Closing net Liability 598.67 1065.82(502.23) (921.78)




Interest Cost 40.18 73.74(30.22) (50.99)

Expected return on plan Asset -- --(-) (-)

Net actuarial (gain) loss recognised in the year 10.57 168.54(60.93) (167.41)

Expenses Recognised in the income statement 135.09 461.65(173.35) (472.92)

'� �� !�"� �� "� �� $��

(Rs. in Lacs)

c. Recalculation of Opening and Closing Balances ofDefined Benefit Obligation

d. Actuarial assumption

The Company has instituted various Employee StockOption Plans. The Compensation Committee of the boardevaluates the performance and other criteria of employeesand approves the grant option. The particulars of optionsgranted under various plans are as below:

On December 31, 2003, the Company granted 911,500stock options out of the balance and lapsed stock optionsavailable under the Employee Stock Options Plan (ESOP2000). These options were granted at an exercise price of Rs.111.35, which was the closing market price on the date of thegrant of options. 25% of these options were available forexercise over a period of 4 years i.e at the end of 2nd, 3rd, 4thand 5th year after the grant of the options. Out of theseoptions a total of 530,934 (previous year 457,409) optionswere exercised by eligible employees. 380,566 (previousyear 365,272) options had lapsed due to non-exercise ofoptions and cessation of employment. The options and priceare entitled for 1:1 bonus issue adjustment. This scheme hasexpired on December 31, 2009.

On April 24, 2006, the Company granted further 852,500stock options out of additional 1,500,000 options madeavailable for grant to eligible employees under the EmployeeStock Options Plan 2005 (ESOP - 2005). These optionswere granted at an exercise price of Rs. 252.30, which wasthe closing market price on the date of the grant of options.The first 75% of these options became available for exerciseon April 24, 2008 (50%) and April 24, 2009 and balance 25%

16 Employee Stock Option Plan (ESOP)

ESOP 2003

ESOP 2006

became available for exercise on April 24, 2010. Out of theseoptions a total of 224,913 (previous year 204,335) optionswere exercised by eligible employees and 260,749 (previousyear 204,500) options lapsed due to cessation ofemployment. The options and price are entitled for 1:1bonus issue adjustment. The outstanding options as on June30, 2010 are 366,838 (previous year 443,663).

On April 24, 2007, the Company granted further 1,427,500stock options out of the balance and lapsed stock optionsavailable under the Employee Stock Options Plan 2005(ESOP - 2005) and Employee Stock Options Plan 2007(ESOP - 2007). These options were granted at an exerciseprice of Rs. 419.70, which was the closing market price onthe date of the grant of options. The first 50% of theseoptions had become available for exercise on April 24, 2009and one option if exercised is convertible into two-equityshares. Out of the options granted 225,000 (previous year161,250) options lapsed on account of cessation ofemployment and 1,065,000 (previous year 245,000) optionslapsed on account of surrender of options granted as per theprovisions of ESOP Plan amended on 15/06/2009 videapproval given by shareholder by Postal Ballot. On 23rd July2007 125,000 Options were granted out of ESOP Plan 2007,at an exercise price of Rs.481.45, which was the closingmarket price on the date of grant of Options. The said125,000 (previous year nil) options lapsed on account ofsurrender. The outstanding options as on June 30, 2010 are137,500 (previous year 1,146,250).The options and price areentitled for 1:1 bonus issue adjustment.

On January 31, 2008, the Company granted 125,000 stockoptions out of the balance and lapsed stock options availableunder the Employee Stock Options Plan 2007 (ESOP -2007). These options were granted at an exercise price of Rs.232.15, which was the closing market price on the date of thegrant of options. The said 125,000 (previous year nil) optionswere surrendered as per the Provisions of ESOP Planamended on 15/06/2009 (approval given by shareholdersthrough Postal Ballot). The outstanding options as on June30, 2010 are NIL (previous year 125,000).

On 30th April 2008, the Company granted 300,000 stockoptions out of the balance and lapsed stock options availableunder the Employee Stock Options Plan 2007 (ESOP -2007). These options were granted at an exercise price ofRs.339.35, which was the closing price as on the date of thegrant of options. Out of the above options granted 150,000(previous year 150,000) options lapsed on account ofcessation of employment and 100,000 (previous year nil)

ESOP 2007

ESOP 2008



Liability at the beginning of the period 502.23 921.78(377.76) (637.35)

Interest Cost 40.18 73.74(30.22) (50.99)


Benefit Paid 38.66 317.62(48.88) (188.50)

Actuarial (Gain / Loss on Obligations) 10.57 168.54(60.93) (167.41)

Liability at the end of the period 598.67 1065.82(502.23) (921.78)

Particulars June30, 2010

June30, 2009

Discount Rate 8.00% 8.00%Rate of increase in Salary 5.00% 5.00%Rate of Return on Plan Assets 8.00% 8.00%

'� �� !�"� �� "� �� $��

134 135

options were surrendered as per the Provisions of ESOP Planamended on 15/06/2009 (approval given by shareholdersthrough Postal Ballot). The outstanding options as on June30, 2010 are 50,000 (previous year 150,000).

On June 27, 2008, the Company granted 1,455,500 stockoptions out of the balance and lapsed stock options availableunder the Employee Stock Options Plan 2007 (ESOP - 2007)and Employee Stock Options Plan 2008 (ESOP - 2008). Theseoptions were granted at an exercise price of Rs.261.75, whichwas the closing price as on the date of the grant of the options.One option if exercised is convertible into one-equity share.Out of the options granted 95,000 (previous year 42,500)options lapsed on account of cessation of employment and1,347,500 (Previous year 180,000) options lapsed on accountof surrender of options granted as per the provisions of ESOPPlan amended on 15/06/2009 vide (approval given byshareholder by Postal Ballot). The outstanding options as onJune30,2010are13,000 (previousyear1,233,000).

On November 3, 2008, the Company granted further 120,000stock options out of the balance and lapsed stock optionsavailable under the Employee Stock Options Plan 2008 (ESOP- 2008). These options were granted at an exercise price ofRs.191.70, which was the closing price as on the date of thegrant of the options. The first 50% of these options shallbecome available for exercise on 03/11/2010 and one option ifexercised is convertible into one-equity share. The said120,000 (previous year nil) options were surrendered as per theProvisions of ESOP Plan amended on 15/06/2009 (approvalgiven by shareholders through Postal Ballot). The outstandingoptionsason June30,2010areNIL (previousyear120,000).

On August 10, 2009, the Company granted further5,989,500 stock options out of the balance and lapsed stockoptions available under the Employee Stock Options Plan2007 (ESOP - 2007) and surrendered options underEmployee Stock Option Plans 2007 & 2008. These optionswere granted at an exercise price of Rs. 145.15, which wasthe closing market price on the date of the grant of options.The first 25% of these options shall become available forexercise on 10/08/2010. Out of the options granted 59,500options lapsed on account of cessation of employment. Theoutstanding options as on June 30, 2010 are 5,930,000.

On September 23, 2009, the Company further granted15,000 stock options out of the balance and lapsed stockoptions available under the Employee Stock Options Plan2009 (ESOP - 2009). These options were granted at anexercise price of Rs.174.15, which was the closing price as onthe date of the grant of options. The first 25% of theseoptions shall become available for exercise on 23/09/2010.The outstanding options as on June 30, 2010 are 15,000.

ESOP 2009

On January 29, 2010, the Company further granted 120,000stock options out of the balance and lapsed stock optionsavailable under the Employee Stock Options Plan 2009(ESOP - 2009). These options were granted at an exerciseprice of Rs.204.70, which was the closing price as on the dateof the grant of options. The first 25% of these options shallbecome available for exercise on 29/01/2011 Out of theoptions granted 20,000 options lapsed on account ofcessation of employment. The outstanding options as onJune 30, 2010 are 100,000.

'� ��

17. Earning Per Share -EPS

18.

19.

Reconciliation of Weighted Average Nos. of equity sharesoutstanding during the period.

The future obligation on account of non cancellableOperating Lease payable as per the rental status in respectiveagreement is as follows:

As required by Accounting Standard 29 "Provisions,Contingent Liabilities and Contingent Assets" issued byInstitute of Chartered Accountants of India the disclosurewith respect to provision for warranty and maintenanceexpense is as follows:

(Rs. in Lacs)

(Rs. in Lacs)

2009-10 2008-09a. Amount at the beginning of the year 46.59 96.97b. Additional provision made during the year 11.60 46.59c. Amount used 15.82 22.80d. Unused amount reversed during the year 30.77 74.17e. Amount at the end of the year 11.60 46.59



1. Net Profit artributable toEquity Shareholders 3,605,032,361 3,723,239,963

2. Weighted Avg. Number ofEquity Shares / Basic EPS 161,095,220 160,958,594EPS (Rs.) basic 22.38 23.13

3. Weighted Avg. Number ofEquity Shares for Diluted EPS 162,260,879 161,351,080EPS (Rs.) diluted 22.22 23.08



Weighted Nos of shares for BasicEarnings Per Share 161,095,220 160,958,594Adjusted on account of ESOPs 1,165,659 392,486Weighted Nos of shares forDiluted Earnings Per Share 162,260,879 161,351,080

2009-10 2008-09Upto 1 year 1,090.61 914.62Later than 1 years not later than 5 years 597.70 982.37Later than 5 years NIL NIL

�� !�"� �� "� �� $��

20. Related Party Disclosuresi. List of Related Parties and relationships

Party Relation

Rolta International Inc. USA Subsidiary

Rolta Middle East FZ LLC Subsidiary

Rolta Saudi Arabia Ltd. Subsidiary

Rolta UK Ltd Subsidiary

Rolta Thales Limited. Subsidiary

Rolta Benelux BV Subsidiary of Rolta UK Ltd.

Rolta Deutschland GmbH Subsidiary of Rolta UK Ltd.

Rolta Canada Ltd Subsidiary of Rolta International Inc.

Rolta TUSC Incorporated Subsidiary of Rolta International Inc.

Rolta Asia Pacific Pty Ltd. Subsidiary of Rolta International Inc.

Piocon Technologies Inc. Subsidiary of Rolta International Inc.

Shaw Rolta Limited. Joint Venture Company

Mr. K. K. Singh Chairman & Managing Director

Mr. A. D. Tayal Jt. Managing DirectorDr. Aditya Singh Jt. Managing Director

(upto 31.01.2010)

Mr. A.P. Singh Jt. Managing Director

Mr.Hiranya Ashar Director Finance & ChiefFinancial Officer

Rolta Limited Company controlled by Mr. K K Singh

Rolta Properties Pvt. Ltd. Company controlled by Mr. K K Singh

Rolta Resources (P) Ltd Company controlled by Mr. K K SinghRolta Holding & Finance Company controlled by Mr. K K SinghCorporation Ltd.

Kanga & Company (Solicitor) Firm in which K.R Modi is a Partner

Key Management Personnel

Enterprises over which significant influence exercised byKey Management Personnel / Directors

ii. Disclosures required for related parties transactions (Previous year figures in brackets)(Rs in Lacs)

Notes:a) Related party relationship is as identified by the Company on the basis of information available.b) No amount has been written off or written back during the year in respect of debts due from or to related parties.c) The Company has entered into transactions with certain parties as listed above during the year under consideration. Full disclosures

have been made and the board considers such transactions to be in normal course of business and at rates agreed between the parties.

Transactions Subsidiaries Sub-Subsidiaries Joint Venture Key Management Enterprises over which TotalPersonnel significant influence

exercised by Key Mgmt.Personnel

I Transactions during the year

Lease Rent/Maintenance/ Business Centre Fees

II Amounts Receivable/ UnbilledRevenue/Loans to Subsidaries/AccuredInterest

Sale of Goods/ Services 6,440.26 1,915.72 1,961.45 10,317.43(5,097.83) (2,377.65) (2,329.62) (9,805.10)

Receipt of Dividend 100.00 100.00(400.00) (400.00)

Interest Income 359.75 359.75(406.99) (406.99)

Material Purchases 1,265.40 23.03 1,288.43(541.91) (2,497.39) (3,039.30)

Reimbursements 37.11 1.16 38.27(11.83) (1,700.00) (1,711.83)

1,078.03 1,078.03(0.31) (734.84) (735.15)

Technical Fees 1,723.22 1,723.22(1,818.62) (1,818.62)

Professional Fees 34.98 34.98(53.22) (53.22)

Remuneration 1,346.77 1,346.77(1,672.13) (1,672.13)

Short Term Loan (net of repayment) 4,746.14 4,746.14(1,518.86) (1,518.86)

Equity Contribution 8,958.52 8,958.52(12,723.22) (12,723.22)

13,131.43 1,103.37 163.48 14,398.28(8789.17) (2,339.83) (200.06) (4.46) (11,333.52),

Amounts Payable 2,141.39 157.62 1,007.48 53.29 3359.78(65.11) (12.01) (1.21) (1257.71) (59.35) (1,395.39)

Refundable Security Deposit 2,523.90 2,523.90(2,544.89) (2,544.89)

Corporate Guarantee on behalf of Subsidiaries 6,563.73 6,563.73(7,012.96) (7,012.96)

'� �� !�"� �� "� �� $��

136 137

21.

22.

23.

Disclosure required by Accounting Standard 27 - "FinancialReporting of interest in Joint Venture" (AS -27) for jointlycontrolled entity

b. Rolta India Ltd. share in assets, liabilities, income expenses,contingent liabilities and capital commitments of jointlycontrolled entity are as under:

The company has prepared the consolidated financialstatements as per accounting standard (AS) 21 and accordinglythe segment information as per AS 17 "Segment Reporting" hasbeenpresented in theconsolidated financial statements.

Information pursuant to Clause 32 of the Listing Agreementwith Stock Exchanges.

a. Jointly controlled entity Country of incorporation Ownership Interest (%)

Shaw Rolta Limited India 50%

System Integration, Technical Services, Rs. 1,500 Crore Rs. 1,500 CroreSoftware Services, AM/FM/GIS services,PDA/MDA Design Engineering Services,E-Commerce and Internet Services.

20092010

2009 2009

Outstanding Maximum balanceRs. in lacs Rs. in lacs

Wholly owned subsidiary -Rolta International Inc. 2,236.80 Nil 2,255.69 15,630.19

Wholly owned subsidiary -Rolta Middle East FZ LLC 4,451.55 1,718.30 4,451.55 1,828.85

Wholly owned subsidiary -Rolta UK Ltd. 1,103.64 1,261.32 1,261.32 1,261.32

To subsidiary - Rolta SaudiArabia Ltd. 38.14 104.36 104.36 142.12

2010 2010

Loans and advances in the nature of loans to :

Computer Systems

Note :-

a. Loans and Advances shown above, to subsidiaries fall underthe category of 'Loans and Advances where there is norepayment schedule'.

b. None of the loanee has made investments in the shares of theCompany.

Additional Information pursuant to provisions of paragraph 3,4Cand4DofPart IIofScheduleVItotheCompaniesAct,1956.

a. Installed Capacity and Actual Production For The Year (Ascertified by Management on annualised basis)

24.

Closing StockJune 30, 2010

Opening StockJuly 30, 2009

Qty* Rs. in lacs Qty* Rs. in lacsSoftware / Toolkits --- 1,045.24 --- 387.74*Refer note (a) (ii) above

Products

Previous Year

Previous Year

Current Year

Current Year

Previous YearCurrent Year



Enterprise Geospatial andDefense Solutions --- 72,429.96 --- 57,677.12Engineering Design andOperation Solutions --- 33,470.52 --- 33,801.32Enterprise IT Solutions --- 11,143.60 --- 3,190.67

117,044.09 94,669.11* Refer Note (a) (ii) above

Qty* Rs. in lacs Qty* Rs. in lacs


Material & Subcontracting Cost --- 23,392.36 --- 14,173.81*Refer note (a) (ii) above

Qty* Rs. in lacs Qty* Rs. in lacsProducts

Systems ,Software,Peripheral & Spares --- 4,509.50 --- 7,106.75

Overseas Project expenses(Overseas training, Prof. fees,Sales promotion, MaintenanceExpenses, Interest on ForeignCurrency Loan) 2,184.12 870.37

Exports of Software Servicesrendered 9,900.21 8,108.90Interest on Fixed Deposits - --Interest from Others 359.75 406.99

% Rs. in lacs % Rs. in lacsImported 19 4,509.50 50 7,106.75Indigenous 81 18,882.86 50 7,067.06

23,392.36 14,173.81

i. Assets- Fixed Assets 17.16 15.57- Deferred Tax Assets 42.73 35.31- Investment 2,073.07 1,465.85- Current Assets 687.74 1,372.23

ii. Liabilities- Current Liabilities and Provisions 465.53 646.39- Other Liabilities NIL NIL

iii. Income 3,495.43 4,956.19iv. Expenses 3,161.18 3,410.96v. Contingent Liabilities 40.44 13.58vi. Capital Commitments NIL NIL

30.06.200930.06.2010

(Rs in Lacs)

DescriptionRs. in lacsb. Opening and Closing Stock of Goods

c. Material & Subcontracting Cost

d. ParticularsinrespectofsaleofProducts/Servicesduringtheyear.

e. CIF Value of Imports

f. Value of material, stores & spares consumed

g. Expenditurein Foreign Currency (On payment basis)

h. Earnings in Foreign Exchange

i. Other clauses are not applicable to the companyThe previous year's figures are regrouped, rearranged andreclassified, wherever considered necessary.

25.

Note :i. Under the new Industrial Policy, no specific license is

necessary for the manufacture of products mentioned above.The company has filed a memorandum with the Secretariatfor Industrial Approvals (SIA), for a total annual capacity ofRs.1500 crores within the above class of goods, which hasbeen acknowledged by SIA.

ii. Further, System Integration & Engineering Software Servicescannot be expressed in any generic unit and hence it is notpracticable to give quantitative details of above items.

'� �� !�"� �� "� �� $��

138

26. BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE AS PER SCHEDULE VI OF THECOMPANIES ACT, 1956.

I Registration Details

II Capital Raised During the year (Amount in Rs. Thousands)

Private Placement (ESOP) 1882 1091III Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)

Accumulated Losses NIL NILIV Performance of the Company (Amount in Rs. Thousands)

V Generic Names of Three Principal Products/Services of the Company (as per monetary terms)

Registration No 52384 52384State Code 11 11Balance Sheet Date 30.06.2010 30.06.2009

Public Issue NIL NILRight Issue NIL NILBonus Issue NIL NIL

Total Liabilities 31,434,655 26,394,354Total Assets 31,434,655 26,394,354Sources of FundsPaid-up Capital 1,611,948 1,610,066Reserves & Surplus 17,431,310 14,659,191Secured Loans 6,465,563 3,537,110Unsecured Loans 5,501,657 6,109,037Deferred Tax 424,176 478,949Application of FundsNet Fixed Assets 18,407,605 14,669,081Investments 6,163,950 5,132,019Foreign Currency Monetary Item Transalation Difference Account 36,326 154,319

Net Current Assets 6,826,773 6,438,935Miscellaneous Expenditure NIL NIL

Total Income 11,998,702 10,163,534Total Expenditure 7,998,669 6,047,294Profit Before Tax 4,000,032 4,116,240Profit After Tax And Extraordinary Item 3,605,032 3,723,240Earning Per Share ( Rs.)Basic 22.38 23.13Diluted 22.22 23.08Dividend Rate (%) 32.5% 30%

Product Description Item Code No. (ITC Code)1 Marketing of Computer Workstation & Network Servers and other Product 84712 Software Development / Designing / IT Services 85244011

As at30-06- 2010

As at30-06-2009

As per our report of even date. For and on behalf of Board of DirectorsForChartered Accountants








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DesignationCategoryName of the DirectorSr.No.

1 Mr. Kamal K Singh Executive, Whole-time Director Chairman & Managing Director2 Mr. R R Kumar Non-Executive, Independent Director Director3 Mr. K R Modi Non-Executive, Independent Director Director4 Lt. Gen J S Dhillon (Retd.) Non-Executive, Independent Director Director5 Mr. V K Agarwala Non-Executive, Independent Director Director6 Mr. Behari Lal Non-Executive, Independent Director Director7 Mr. V K Chopra Non-Executive, Independent Director Director8 Dr. Aditya K Singh $# Non-Executive, Non Independent Director Director9 Mr. A D Tayal Executive, Whole-time Director Joint Managing Director10 Mr. A P Singh Executive, Whole-time Director Joint Managing Director11 Mr. Ben Eazzetta Non-Executive, Non- Independent Director Director & President - International Operations12 Mr. Hiranya Ashar Executive, Whole-time Director Director Finance & Chief Financial Officer

$ None of the directors is related to any other Director, except Dr. Aditya K. Singh who is the son of Mr. Kamal K. Singh.# Dr. Aditya K Singh resigned as Joint Managing Director w.e.f 1st February 2010.

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Company's Philosophy on Corporate Governance

1 Board of Directors(i) Composition of the Board

The Board has complete access to any information within the Company. Regular updates provided to the Board include:

ROLTA's Corporate Governance principles are based on the principles of fairness, transparency and commitment to values. The Companyadheres to good corporate practices and is constantly striving to better them and adopt emerging best practices. It is believed that adherence tobusiness ethics and commitment to corporate social responsibility would help the Company achieve its goal of maximizing value for all itsstakeholders. The company is committed to good corporate governance and continuously reviews various investor relationship measures with aview to enhance stakeholders' value. The Company has adopted a Code of Conduct for top three tier of management including the Whole-timeDirectors, and the Managing Director. The Company's Corporate Governance policy has been further strengthened through the Rolta Directorsand Designated Employees Code of Conduct for Prevention of Insider Trading. The company provides detailed information on various issuesconcerning the company's business and financial performance. Rolta respects the rights of its stakeholders to information on the performance ofthe company. It takes proactive approach and revisits its governance practices from time to time so as to meet business and regulatory needs.

The Company believes that sound corporate governance is critical to enhancing and retaining investor trust. The Company's disclosures alwaysseek to attain the best practices in international corporate governance. The Company also endeavors to enhance long term shareholder value andrespect minority rights in all Company's business decisions. Rolta has complied in all material respects with the features of Corporate Governanceas specified in the revised guidelines of the Clause 49 of the Listing Agreements.

The Board of Directors of the Company includes individuals who are professionals in their respective areas of specialization and who have heldeminent positions. The Board is broad based and comprises of individuals drawn from management, technical, financial and legal fields. Themembers of the Board are individuals with leadership qualities and strategic insight. The current policy of the Company is to have an ExecutiveChairman who is also the Managing Director. Directors including Non-executive Directors are professionally competent. At present, the Boardconsists of twelve members, of which six are Non-Executive Independent Directors. None of the Directors on the Board of Rolta India Ltd. is adirector in more than fifteen listed companies, member of more than ten committees and Chairman of more than five committees, across all thelisted Companies in which he is a Director. The Board's role, functions, responsibilities and accountability are clearly defined.

The Directors have made the necessary disclosures regarding Committee positions.

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Quarterly results of our operating divisions or business segments.Minutes of meetings of audit, compensation, investor grievance and management committees.General notices of interest received from directors .Dividend data.Information on recruitment and remuneration of senior officers one level below the Board level.Materially important litigations, show cause, demand, prosecution and penalty notices.Any materially relevant defaults in financial obligations to and by us.Details of joint ventures, acquisitions of companies or collaboration agreements.Any significant development on the human resources aspect.Sale of material nature, of investments, subsidiaries and assets, which are not in the normal course of business.Details of foreign risk exposure and the steps taken by the management to limit risks of adverse exchange rate movement.Non-compliance of any regulatory, statutory or listing requirements.

The composition and category of Directors on the Board of the Company as on 30th June 2010 are:

139

140 141

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Whether Presentat the last AGM

Meetings AttendedMeetings held during thetenure of the Directors

Name of the DirectorSr.No.

1 Mr. Kamal K Singh 5 5 Yes2 Mr. R R Kumar 5 3 No3 Mr. K R Modi 5 5 Yes4 Lt. Gen J S Dhillon (Retd.) 5 4 Yes5 Mr. V K Agarwala 5 5 Yes6 Mr. Behari Lal 5 5 Yes7 Mr. V K Chopra 5 5 Yes8 Mr. A D Tayal 5 5 Yes9 Dr. Aditya K Singh 5 3 Yes10 Mr. A P Singh 5 5 Yes11 Mr. Ben Eazzetta 5 3 No12 Mr. Hiranya Ashar 5 5 Yes

(ii) Board Meetings:

(iii) Attendance of Directors at Board and Annual General Meeting.

Minimum Five Board Meetings are held each year with a minimum of one meeting in each Quarter. The Board Meetings of the Company areprescheduled and adequate notice is given to the members of the Board. Apart from the Quarterly Board Meetings, the Company convenesadditional Board Meetings by giving appropriate notice to the Directors to consider specific matters related to the business of the Company. TheBoard Meetings are generally held at the Registered Office of the Company at Rolta Tower A, Rolta Technology Park, MIDC-Marol, Andheri(East), Mumbai - 400093, India.

For effective corporate management, the Board has constituted various Committees viz. Management Committee, Audit Committee,Compensation Committee and Investors' Grievance Committee.

During the financial year 2009-10, the Board of the Company, as also the various specialised committees constituted by the Board, held as manyas 23 meetings, which include 5 meetings of the Board. Information as required to be given in terms of Annexure 1A to Clause 49 of the ListingAgreement, was placed before the Board for its consideration and all matters with explanatory notes / reports relating to the respectivecommittees were circulated to the committee members before the meetings.

The Directors, including the Non-executive Directors, actively participated at length in the deliberations of the Board. During the financial year2009-10, the Board held its meetings on 03rd August 2009, 22nd October 2009, 24th November 2009, 21st January 2010 and 14th April, 2010.The time gap between any two Board meetings did not exceed four months.

Attendance of Directors at the Board Meetings and the Annual General Meeting held during financial year 2009-2010:

(iv) No. of other Boards/Board Committees in which the Directors are either Member or Chairman as on June 30, 2010

Name of the Director Position Directorship held as onJune 30, 2010

India listedCompanies#

All Companiesaround the

world(listed & unlisted)

##

Membership Chairmanship

No. of Membership/inChairmanship

other Board Committees###

Mr. Kamal K Singh Chairman & Managing Director - 24 2 2Mr. R R Kumar Independent Director 3 7 6 3Mr. K R Modi Independent Director 1 2 3 1Lt. Gen J S Dhillon (Retd.) Independent Director - 4 - -Mr. V K Agarwala Independent Director - 4 1 -Mr. Behari Lal Independent Director - 1 1 -Mr. V K Chopra Independent Director 6 17 10 5Mr. A D Tayal Joint Managing Director - 3 1 -Dr. Aditya K Singh Non Executive, Non Independent Director - 11 2 -Mr. A.P. Singh Joint Managing Director - 11 - -Mr. Benedict A Eazzetta Director &President InternationalOperations - 11 - -Mr. Hiranya Ashar Director Finance & Chief Financial Officer - 2 2 -

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$ Dr. Aditya K Singh resigned as Joint Managing Director w.e.f 1st February 2010.# Excluding Directorship in Rolta India Limited## Directorships in public & private limited companies around the world including Rolta India Limited### Includes Audit Committee and Investors Grievance Committee in all companies including Rolta India Limited.

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2. Management Committee

3. Investors' Grievance Committee

The Management Committee is a Committee of the Board and isauthorised to deliberate, act and decide on all matters, which the fullBoard is otherwise empowered to do, except those matters, which arespecifically required by law to be considered and decided by full Board.The Management Committee meets regularly to deliberate and takedecisions on various issues relating to strategic, financial, corporate andlegalmatters ensuring smoothmanagementof theCompany.

The Management Committee comprises three Whole-time Directors(including the Chairman) and two non-executive and independentDirectors, namely Mr K K Singh, Mr A D Tayal, Mr Hiranya Ashar,Mr R R Kumar and Mr K R Modi. Mr K K Singh is the Chairman of theManagement Committee. The Company Secretary acts as theSecretary to the Management Committee.

The Board of Directors of the Company, has formed an Investors'Grievance Committee comprising of two Non-Executive and twoWhole-time Directors. The Investors' Grievances Committee ischaired by Mr. K R Modi and its other members include Mr. R RKumar, Mr. A D Tayal and Mr. Hiranya Ashar. Mr. Dharmesh Desai,the Company Secretary and the Compliance Officer under Clause 49of the Listing Agreement, also acts as the Secretary of the Investors'Grievance Committee.

This Committee's mandate requires it to look into investors'grievances relating to matters such as the transfer of shares, nonreceipt of Annual Reports and non-receipt of dividends, and alsoreviews any cases filed by aggrieved investors before the courts orother forums. It also supervises the Company's in-house InvestorService Cell, which services the shareholders of the Company bymonitoring, recording and processing share transfers and requests fordematerialization of shares.

The fully equipped in-house Investor Service Cell, services theshareholders of the Company. The transfers received by theCompany are generally processed and transferred on a monthly basis.No valid transfer request remains pending for transfer to thetransferees as on 30th June 2010. All requests for dematerialization ofshares are likewise processed and confirmation thereof is normallycommunicated to the concerned depository within 10 working daysof receipt of all documents.

The Committee monitors the Redressal of Investor Grievances. Thetotal number of complaints received and replied to the satisfaction ofthe shareholders during the year under review was 22. The complaintsreceived from regulatory authorities and pending as on June 30, 2010were as follows:

There are 61 complaints as per records of the Securities and ExchangeBoard of India. Out of these 35 complaints have been resolved by the

Company. 6 complaints relate to brokers and Depository Participantswhere the investors have not received the dividend as the shares havenot been transferred to the respective shareholders and the Companyhas informed the shareholders to take up the matter with their brokers.16 complaints are subjudiced and pending for Court Orders in whichCompany is only a formal party. In the case of remaining 4 complaints, the shareholders have not responded to the request of the Companyfor further information and/or documents in spite of reminders beingsent to them.

No complaints as received from Bombay Stock Exchange Ltd. (BSE),and National Stock Exchange of India Ltd. remained pendingfor resolution as on June 30, 2010.

The attendance of the Directors at the meeting of the Investor GrievanceCommitteeheldduringtheperiodendedJune30,2010, isas follows:

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(NSE)

The Company's Audit Committee was formed in compliance withClause 49 of the Listing Agreement with the Indian Stock Exchanges asread with Section 292A of the Companies Act, 1956. Presently the AuditCommittee consists of three independent and non-executive Directors,namely, Mr. R R Kumar (as Audit Committee Chairman), Mr. K R ModiandMr.BehariLal andoneWhole-timeDirectorMr.HiranyaAshar.

Mr. R R Kumar is ex-Chairman & Managing Director of Union Bank ofIndia and has sound knowledge in the areas of Finance, Banking andAccounts. Mr. K R Modi another member of the Audit Committee is asenior partner with M/s Kanga & Co., Advocates and Solicitors. Mr.Modi has deep knowledge in law. Mr Behari Lal, a former member ofthe Income Tax Appellate Tribunal has vast experience in legal andtaxation matters. Mr Hiranya Ashar is Director Finance & ChiefFinancial Officer of the Company and has sound knowledge in theareas of Finance, Banking and Accounts.

The Company held four Audit Committee meetings for the review offinancial results relating to the period July 1, 2009 to June 30, 2010.These meetings were well attended. The Committee invited theAuditors to be present at these meetings. The Company Secretary actsas the Secretary of the Audit Committee.

The Audit Committee also advises the management on the areaswhere in internal audit process can be strengthened. The minutes ofthe meetings of the Audit Committee are circulated to the members ofthe Committee and placed before the Board.

Terms of Reference: The terms of reference/powers of the AuditCommittee has been specified by the Board of Directors as under:

A. The primary objective of the Audit Committee of Rolta India Ltd. is tomonitor and provide effective supervision of the management's financialreporting process with a view to ensure accurate, timely and properdisclosures and transparency, integrity and quality of financial reporting.The Committee oversees the work carried out in the financial reportingprocess by the management, the internal auditors and the independentauditor and reviews theprocesses andsafeguardsemployedbyeach.

B. The role of the Audit Committee includes the following:

4. Audit Committee

Sr.No.

MeetingsAttended

Member

1 Mr. K R Modi 2 22 Mr. R R Kumar 2 13 Mr. A D Tayal 2 14 Mr. Hiranya Ashar 2 2

Meetings held

Sr.No.

MeetingsAttended

Name of theDirector

1 Mr. Kamal K Singh 9 92 Mr. R R Kumar 9 73 Mr. K R Modi 9 94 Mr. A D Tayal 9 55 Mr. Hiranya Ashar 9 8

Meetings held during thetenure of the Director

MeetingsAttended

Attendance of Directors at the Management Committee during thefinancial year 2009-10:

142 143

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1. Oversight of the Company's financial reporting process and thedisclosure of its financial information to ensure that the financialstatement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, reappointmentand, if required, the replacement or removal of Statutory Auditorsand fixation of audit fees.

3. Approval of payment to Statutory Auditors for any other servicesrendered by the Statutory Auditors.

4. Reviewing with the management, the annual financial statementsbefore submission to the Board for approval, with particularreference to:

Matters required to be incorporated in the Directors'Responsibility Statement forming part of the Directors' Reportin terms of sub-section (2AA) of Section 217 of the CompaniesAct, 1956.Changes, if any, in accounting policies and practices andreasons for the same.Major accounting entries involving estimates based on theexercise of judgment by the Management.Significant adjustments made in the financial statementsarising out of audit findings.Compliance with listing and other legal requirements relatingto financial statements.Disclosure of related party transactions.Qualifications in draft audit report.

5. Reviewing with the management, the quarterly financialstatements before submission to the Board for approval.

6. Reviewing, with the management, the statement of uses /application of funds raised through an issue (public issue, rightsissue, preferential issue, etc.) the statement of funds utilized forpurposes other than those stated in the offer document /prospectus/ notice and the report submitted by the agencymonitoring the utilization of proceeds of a public or rights issue,and making appropriate recommendation to the Board to takeneeded steps in the matter.

7. Reviewing with the management, the performance of Statutoryand Internal Auditors, and adequacy of internal control systems.

8. Reviewing the adequacy of internal audit functions, if any,including the structure of the internal audit department, staffingand seniority of the official heading the department, reportingstructure, coverage and frequency of internal audit.

9. Discussion with internal Auditors of any significant findings andfollow-up thereon.

10. Reviewing the findings of any internal investigations by theinternal Auditors into matters where there is suspected fraud orirregularity or a failure of internal control systems of a materialnature and reporting the matter to the Board.

11. Discussion with Statutory Auditors before the audit commences,about the nature and scope of audit as well as post-audit discussionto ascertain any area of concern.

12. Looking into the reasons for substantial defaults in the paymentto the shareholders (in case of non payment of declared dividends)and creditors.

13. Reviewing the functioning of the Whistle Blower Mechanism.14. Carrying out such other function as may be specifically referred

to the Committee, by the Board of Directors and/or otherCommittees of Directors of the Company.

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15. Reviewing the following information:The management discussion and analysis of financialcondition and results of operations;Statement of significant related party transactions (as definedby the Audit Committee), submitted by Management;Management letters/letters of internal control weaknessesissued by the Statutory Auditors;Internalauditreportsrelatingtointernalcontrolweaknesses;andThe appointment, removal and terms of remuneration ofinternal Auditors

To investigate any activity within its terms of reference.To seek information from any employee.To obtain outside legal or other professional advice.To secure attendance of outsiders with relevant expertise, if itconsiders necessary

.

The Company's Board has set up a competent and qualifiedCompensation Committee in compliance with the SEBI guidelines. As on30 June 2010, its members include Mr. Kamal K Singh (as CompensationCommittee Chairman), Mr. R R Kumar and Mr. K R Modi. TheCommittee is responsible for recommending the compensation structurefor Whole-time Directors and the implementation and administration oftheEmployeeStockOptionPlans.

The Non-Executive Directors of the Company are paid sitting fees atthe rate of Rs. 20,000/- for attending each Board Meeting andRs.10,000/- for attending each Board Committee Meeting. Presently,theNon-executiveDirectorsof theCompanyarenotpaidcommission.

The Compensation Committee held three meetings during theperiod July 1, 2009 to June 30, 2010.

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16. The audit committee's powers, include the following:

5. Compensation Committee:

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Attendance of Directors at the Compensation Committee Meetingsheld during the financial year 2009-10:

Sr.No.

MeetingsAttended

Member

1 Mr. Kamal K Singh 3 32 Mr. R R Kumar 3 33 Mr. K R Modi 3 3

Meetings held

The Committee reviewed the performance of all executive directorsannually, and approved the payment of individual Commissions toeach one of them. The committee believes that the compensationand benefits are adequate to motivate and retain the senior officersof the company

The remuneration of Directors charged to the Profit & Loss Accountduring the Financial Year 2009-10 is given below:

1 Mr. Kamal K Singh Chairman & Managing Director Nil Nil 39,600 7,65,00,000 2,50,000 NA

2 Mr. R R Kumar Director 200000 Nil Nil Nil 26 Nil

3 Mr. K R Modi Director 280000 Nil Nil Nil 2,000 Nil

4 Lt. Gen J S Dhillon (Retd.) Director 80000 Nil Nil Nil - Nil

5 Mr. V K Agarwala Director 100000 Nil Nil Nil 28,000 Nil

6 Mr. Behari Lal Director 140000 Nil Nil Nil - Nil

7 Mr. V K Chopra Director 100000 Nil Nil Nil - Nil

8 Mr. A D Tayal Joint Managing Director Nil 1,19,39,700 39,600 1,27,50,000 2,70,000 6,00,000

9 Dr. Aditya K Singh Director Nil 32,27,075 23,100 Nil 1,53,928 NA

10 Mr. Adarsh Pal Singh Joint Managing Director Nil 97,48,870 6,35,225 76,50,000 50,820 3,75,000

11 Mr. Hiranya Ashar Director Finance & CFO Nil 81,98,167 32,400 51,00,000 - 2,55,000

12 Mr. Benedict A Eazzetta Director & President -International Operations Nil 2,34,64,585 Nil Nil - 8,00,000

Stock Optionsin force

(As on 30.06.10)

No of sharesheld #

(As on 30.06.10)

Commission(Rs.)

Taxable valueof Perquisites

(Rs.)

Salary &Allowances

(Rs.)

SittingFees (Rs.)

DesignationNameSr.No.

Note: None of the Directors received any loans and advances from the Company during the financial year ended June 30, 2010#Shareholding details are given for the directors on Board as at 30th June 2010

The remuneration paid to Whole-time Directors, is as per the approvalalready taken fromthemembers at theAnnualGeneralMeeting.

Details of Service Contracts of Whole-time Directors:

The Contracts entered into by the company with all the Whole-timeDirectors, may be terminated by either the Company or theWholetimeDirectorsbygivingsixcalendarmonths'noticeinwriting.

The last three Annual General Meetings of the Company wereheld at Shri Bhaidas Maganlal Sabhagriha, U-1, JuhuDevelopment Scheme,Vile Parle (West), Mumbai - 400056.

6. General Body Meetings

Financial Year TimeDate2008 - 09 24.11.2009 11.30 a.m.

2007 - 08 24.11.2008 11.30 a.m.

2006 - 07 16.11.2007 11.30 a.m.

Attendance of Directors at the Audit Committee Meetings duringthe financial year 2009-10:

Sr.No.

MeetingsAttended

Member Meetings held

1 Mr. R R Kumar 4 32 Mr. K R Modi 4 43 Mr. Behari Lal 4 44 Mr. Hiranya Ashar 4 4

All resolutions moved at the last Annual General Meeting were passedby show of hands by the requisite majority of members attending themeeting. The following are the Special Resolutions passed at theprevious three Annual General Meetings and Extraordinary GeneralMeetings held in the past 3 years.

AGM held on Summary of Special Resolution

19th Annual General Meeting24-11-2009

Resolutions passed through PostalBallot on 15-06-2009



1 Special Resolution as at Item no. 1 under Section 81(1A)and all other applicable provisions of the CompaniesAct, 1956 and the provisions of Foreign ExchangeManagement Act 1999 and Foreign CurrencyConvertible Bonds and Ordinary Shares (throughDepository Receipt Mechanism).

2 Special Resolution as at item No. 2 under Section 163 ofCompanies Act, 1956, consent of the Company be and ishereby accorded to keep the Register and Index Membersof the Company, returns and copies of certificates anddocuments at the office of the third party Registrar andShare TransferAgents as approvedby the Board.

1 Special Resolution as at Item no. 1 under Section 81(1A)and all other applicable provisions of the CompaniesAct, 1956 and the provisions contained in the Securitiesand Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme)Guidelines, 1999 for amendment of ESOP 2007 Schemeapproved by the shareholders at its Annual GeneralMeeting held on November 28, 2006.

2 Special Resolution as at Item no. 2 under Section 81(1A)and all other applicable provisions of the CompaniesAct, 1956 and the provisions contained in the Securitiesand Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme)Guidelines, 1999 for amendment of ESOP 2008 Schemeapproved by shareholders at its Annual GeneralMeeting held on November 16, 2007.

3 Special Resolution as at Item no. 3 under Section 81(1A)and all other applicable provisions of the CompaniesAct, 1956 and the provisions contained in the Securitiesand Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme)Guidelines, 1999 for amendment of terms of ESOPScheme as approved by shareholders at its AnnualGeneral Meeting held on November 24, 2008.

1 Special Resolutions u/s 81 (1A) for issue of shares underthe Employees Stock Option Plan for the employees ofthe company as well as for the employees of theholding/subsidiary companies.

1 Special Resolution u/s 81 (1A) for issue of shares underthe Employees Stock Option Plan for the employees ofthe company as well as for the employees of theholding/subsidiary companies.

Sr.No

Name

1 Mr. Kamal K Singh 01.07.2007 to 30.06.2012

2 Mr. A D Tayal 17.02.2007 to 16.02.2012

3 Mr. A P Singh 01.04.2007 to 31.03.2012

4 Mr. Hiranya Ashar 01.11.2009 to 31.10.2012

Period of ServiceContract

144 145

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7. Code for Prevention of Insider Trading/SEBI (SubstantialAcquisition of Shares & Takeovers) Regulations, 1997:

8. Disclosures

9. Means of Communication

The Company has adopted the Code of Conduct for Prevention ofInsider Trading in the equity shares of the Company. This code is knownas the Rolta Directors and Designated Employees Code of Conduct forPrevention of Insider Trading. The Company's Insider Trading Code ofConduct, inter-alia prohibits purchase / sale of equity shares of theCompany by the Directors and Designated Employees in managementposition (at the level of Executive Directors and above) while inpossession of unpublished price sensitive information in relation to theCompany. The Company makes disclosures to the Stock Exchanges oftransactions covered under the "Rolta Directors and DesignatedEmployees Code of Conduct for Prevention of Insider Trading". Thiscode meets with the regulations stipulated by the Securities andExchangeBoard of India (SEBI), on Prohibition of Insider Trading.

In compliance with the SEBI's regulations on prevention of insidertrading, during the year, the Company had amended the Code forprevention of Insider Trading for its Directors and DesignatedEmployees by incorporating the amendment laid down in the SEBI(Prohibition of Insider Trading) (Amendment) Regulation, 2008.

The Company also made disclosures to the Stock Exchanges fortransactions covered under the SEBI (Substantial Acquisition ofShares & Takeovers) Regulations, 1997 by submitting the requisitereports and applications under the said Regulations.

Related party transactions are defined as transactions of the Companyof material nature with Promoters, Directors or the management, theirrelatives, subsidiaries, etc. that may have potential conflict with theinterest of the Company at large. Details of material and significantrelated party transactions are given in the Notes to the Accountsannexed to the financial statements. Necessary approvals, as requiredare taken before entering into any such arrangements.

The Company's equity shares are listed on Bombay Stock ExchangeLimited (BSE) and National Stock Exchange of India Limited (NSE) andthe Company's Global Depository Receipts (GDRs) have been listed withLondon Stock Exchange. The Company has paid the Listing Fees, asapplicabletotheBSE,NSEandLSEfortheFinancialyear2010-11.

The Company has duly complied with the requirements of therevised Clause 49 of the Listing Agreement with the StockExchanges, as well as with the Regulations of the Securities andExchange Board of India (SEBI) and such other statutory authorityrelating to the Capital Markets.

The company has paid the listing fees to Singapore Stock Exchangefor the financial year 2010-11.

A qualified practicing Company Secretary carried out secretarial auditto reconcile the total admitted capital with National SecuritiesDepository Limited (NSDL) and the Central Depository Services(India) Limited (CDSL) and the total issued and listed capital. Thesecretarial audit report confirms that the total issued/paid up capital isin agreement with the total number of shares in physical form and thetotal number of dematerialized shares held with NSDL and CDSL.

The Company follows Accounting Standards issued by theInstitute of Chartered Accountants of India. In the preparation of thefinancial statements, the Company has not adopted a treatmentdifferent from that prescribed in any Accounting Standard. TheCompany also publishes its Accounts drawn under InternationalFinancial Reporting Standards (IFRS).

Timely disclosure of consistent, relevant and up-to-date information on

corporate matters, financial matters etc., are at the core of good corporategovernance. Towards this end, the quarterly results of the Company werepublished within a month of the end of each quarter and the AuditedAnnual Results within 3 months of the end of the financial year. TheCompany also ensures that Press Releases are issued on significantdevelopments and the investors kept informed of importantannouncements. The Quarterly Financial Results are published in Englishand vernacular newspapers. These results are generally published in the allIndia editions of The Economic Times / Business Standard / FinancialExpress and other English and vernacular newspapers. The results areposted on the Company's website www.rolta.com. Investor / shareholdersmay directly address their queries at [email protected]. The results andthe various Press Releases issued by the Company are also promptlyforwarded to the Stock Exchanges whereat the equity shares of theCompanyare listed.TheCompanyfrequentlyorganizes facilitiesvisits forrepresentatives of institutional investors. These visits are generallyaccompaniedbypresentationsby theCompany'sStrategicBusinessUnitsand a briefing on the Company's products and services both in theinternational markets and in India. The entire Annual Report of theCompany as well as the Quarterly Results are also available on theCompany's website. The Management Discussion and Analysis (MDA)giving an overview of the Company's business and its financials etc., RiskManagement. The Shareholders' Information, Ratio & Ratio Analysis,Directors'ProfileareprovidedseparatelyinthisAnnualReport.

The Rolta Code of Conduct (Code) is applicable to all Directors(including Whole-time Directors) and Senior Management of theCompany at the level of Executive Directors and above. The Codelays down the standards of business conduct, ethics for transparentcorporate governance. A copy of the Code has been posted on theCompany's website. The Code has been circulated to all members ofthe Board and Senior Management and the compliance of the samehas been affirmed by them.

This Corporate Governance Report forms part of the Annual Report.The Company is fully compliant with the provisions of Clause 49 ofthe Listing Agreement with the Stock Exchanges in India.

Corporate Governance Voluntary Guidelines, 2009During the year, the Ministry of Corporate Affairs, Government ofIndia, published the Corporate Governance Voluntary Guidelines2009. These guidelines have been published keeping in view theobjective of encouraging the use of better practices through voluntaryadoption, which not only serve as a benchmark for the corporate sectorbut also help them in achieving the highest standard of corporategovernance. These guidelines provide corporate India a framework togovern themselves voluntarily as per the highest standards of ethical andresponsible conduct of business. The Ministry hopes that adoption ofthese guidelines will also translate into a much higher level ofstakeholders confidence which is crucial to ensure the long-termsustainability and value generation by business. The guidelines broadly

Mandatory as also various additional voluntary information of interestto investors is furnished in a separate section 'ShareholdersInformation' elsewhere in this Annual Report.

A certificate from Chairman and Managing Director and Director(Finance) on the financial statements of the Company and on thematters which were required to be certified according to the clause49(V) was placed before the Board.

Compliance with the corporate governance codes

10. General Shareholders Information

11. CEO/CFO Certification

12. Code of Conduct for Directors and Senior Management

Report on Corporate Governance

focuses on areas such as Board of Directors, responsibilities of the Board,audit committee functions, roles and responsibilities, appointment ofauditors, Compliance with Secretarial Standards and a mechanism forwhistle blower support. We substantially comply with the CorporateGovernanceVoluntaryGuidelines.

SEBI, with a view to improve corporate governance standards in Indiaand to enhance the transparency and integrity of the market,constituted the Committee on Corporate Governance under thechairmanship of N. R. Narayan Murthy. The Committee issued twosets of recommendations: the mandatory recommendations and thenon-mandatory recommendations.

SEBI has incorporated the recommendations made by the NarayanMurthy Committee on Corporate Governance in Clause 49. A revisedClause 49 was made effective from January 1, 2006. The Companyfully complies with the mandatory revised Clause 49 of the ListingAgreement and also some of the non-mandatory provisions such asRemuneration Committee, unqualified financial statements,

The Company has a Remuneration Committee designated as"Compensation Committee". A detailed note on compensation/remuneration is provided in the Annual Report.

(i) Certificate from the Statutory Auditors confirmingcompliance with Clause 49 of the Listing Agreement ispublishedbelow.

(ii) Status of compliance of non-mandatory requirement

Revised clause 49 of the Listing Agreement

Compliance

Remuneration Committee:

Shareholders rights:

Audit Qualification:

13. Auditor's Certificate on Corporate Governance

The quarterly results are published in the newspapers. After theannouncement of the quarterly financial results, a business televisionchannel in India telecasts a live discussion with our Management. Thisenables a large number of retail shareholders in India to understandour operations better. This is followed by media briefings, pressconferences, and earnings conference calls.

We also communicate with investors regularly through email,telephone and face-to-face meetings either in investor conferences,company visits or on road shows.

During the year under review, there was no audit qualification incompany's financial statements.

In accordance with Clause 49 sub-clause I (D) of the ListingAgreement with the Stock Exchanges, I hereby declare that all theDirectors and the Senior Management personnel of the Companyhave affirmed compliance to the Rolta Code of Conduct for theFinancial Year ended June 30, 2010.

Kamal K SinghChairman & Managing Director

August 10, 2010

The Auditor's Certificate on compliance of Clause 49 of the ListingAgreement relating to Corporate Governance is published below.

Annual Declaration by the CEO Under Clause 49 I (D) of theListing Agreement regarding Adherence to the Code of Conduct

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ToThe Members ofRolta India Limited

Khandelwal Jain & Co.,

We have examined the compliance of conditions of Corporate Governance by Rolta India Limited for the year ended 30th June 2010, asstipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The Compliance of conditions of Corporate Governance is the responsibility of the company's management. Our examination has been limited to areview of the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of CorporateGovernanceas stipulated in the saidclause. It isneither anauditnor anexpressionofopinionon the financial statementsof theCompany.

In our opinion and to the best of our information and according to the explanations given to us and based on the representations, made by theDirectors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in theabove mentioned Listing Agreements.

We state that such compliance is neither an assurance as to the further viability of the Company nor of the efficiency or effectiveness with whichthe management has conducted the affairs of the Company.

ForChartered AccountantsFirm Registration No. 105049W

Shivratan AgarwalPlace: Mumbai PartnerDate: August 10, 2010 Membership No.104180

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The management cautions the readers that the risks outlined beloware not exhaustive and are for information purpose only. This reportalso contains statements which are forward looking in nature andreaders are requested to exercise their own judgment in assessingvarious risks associated with the Company and referring to thediscussions of risks in the Company's earlier Annual Reports.

A business is subject to the risks involved in respect of the service linesoffered by it and the resultant risk of decline in business due to rapidtechnological change, embryonic industry standards, changing clientpreferences and new product and service introductions. Rolta hascontinuously strived to mitigate this risk by constantly reinventingitself and responding to customer's demands innovatively andcreatively through its path breaking efforts makes Rolta the preferredchoice for its customers. Rolta's domain expertise, involving acombination of IT, Engineering and eServices, IPRs, diversetechnological skills and its long term partnerships with world leadersand its willingness to learn continuously enables the Company toconstantly expand and enlarge its market. The Company's ability toprovide integrated end-to-end solutions across the multiple platformsenables the Company to constantly expand and enlarge its market.

Rolta is continuously moving up the value chain by leveraging itsmulti-disciplinary project experience acquiring and developing IPRsand strong domain expertise, in innovatively developing integratedsolutions in Enterprise Geospatial & Defense Solutions (EGDS),Enterprise Design & Operations Solutions (EDOS) and Enterprise ITSolutions (EITS) domains. Rolta is strengthening and expanding itsproduct and services portfolio through acquisitions, long-termalliances with world leaders adopting the latest technologies. This hasenabled the Company to create a singularly unique business mix andhigh entry barriers, which competitors find daunting to emulate.Rolta's ability to constantly reinvent itself and respond to customer'sdemands innovatively and creatively through its path breaking effortsmakes Rolta the ideal choice for its customers. Rolta over the years hastransformed itself from a provider of technology to a specializedservice provider in the field of infrastructure, security etc andrepositioned itself well in the infrastructure space. Constantinnovation and evolvement of services enables Rolta to continuouslymove up the value chain resulting in a de-risked business model.

The IT services market is characterized by rapid technologicalchanges, evolving industry standards, changing client preferences andnew product and service introductions. The Company's partnershipwith the world's leading IT companies for its various services,acquisitions and proactive up gradation of its technology repertoireon an ongoing basis enable it to anticipate these advances, to adapt torapidly changing technologies, to adapt its solutions and services inline with evolving industry standards and to improve theperformance, features and reliability of solutions and services inresponse to competitive product and service offerings and evolving

BUSINESS RISK

Changing business environment and customer inclinations call forconstant reorientation and innovative solutions and services toaugment market share .

TECHNOLOGY RISK

The survival as a growth company depends on seamless adoption ofemerging new technologies.

demands of the marketplace. The Company keeps itself up gradedwith the latest technologies solutions and assimilates changes to besuccessful in anticipating or responding to technological advances ona timely basis.

Rolta has constantly expanded its infrastructure, technology andpeople skills to address the specialized markets in which it is present.Rolta uses this comprehensive infrastructure and state-of-the art'competency centres' spread all over the world to provide itscustomers ground-breaking solutions through latest technologysuitably adapted for precise requirements through various valueadditions. The Company has made various strategic acquisition oftechnologies, companies and business division e.g. OrionTechnologies Inc., Broech Corporations (TUSC) Whittman HartConsulting (WHC), Piocon Technologies and OneGIS which hasenhanced the Company's capabilities to provide innovative and state-of-the-art products and services in its business segments.

Rolta also promotes the technology of its partners and their mutualand complementary strengths make Rolta and its partners inter-relianton each other. Moreover, Rolta's partnerships have been marked byfair practices and fulfilled commitments through a clear articulation ofthe expectation of each alliance partner as well as ways in which thesewould be met. The Company adopts various standards to ensure thatinformation is secure and is not susceptible to disasters. As aninternational eSecurity services provider, the Company has highlytrained industry certified specialists deployed internationally. TheCompany's eSecurity procedures are certified by BSI. The Companyalso regularly audits and verifies its compliance with security anddisaster recovery measures employed by the Company. Rolta hascentralized back up and data recovery systems and plannedprocedures for regular back up of all critical servers.

The Company's capability to offer innovative and value addedsolutions and services by integrating its diverse domain knowledgeenables it to move ahead in an environment of increasing competition.Rolta continues to have a significant share of the market in India forgeospatial information systems and engineering / design solutions andservices in the face of accelerating competition from local andinternational companies with regard to our operations in bothdomestic and overseas markets. Rolta believes it is sufficientlyinsulated against competition. The Company's early entry into theCAD/CAM/GIS solutions market in India in 1985 enables it to remainto retain its premier position in this market.

The best practices and methodologies built up by the Company fordevelopment and customization of solutions ensure that projects arecompleted with speed, optimal resources and meet or exceedcustomer needs. The unrivaled blend of engineering culture andtechnology skills adopted by the Company and its strategicacquisitions, joint ventures and management resources adds to itscapability to proffer innovative and value added solutions and servicesby integrating its diverse domain knowledge, expertise.

Rolta's strong customer association, established utilities, tools andbusiness procedures developed over the years make it impossible for

COMPETITION RISK

Absence of vigilance against competition could result in contractionof revenues from business.

the competitors to emulate. The Company has derisked its businessfrom competition by virtue of its domain expertise in providing end-to-end total IT solutions by using its critical mass of IntellectualProperty Rights and by combining advantageously its three SBGs.

In the current highly competitive environment, Human Resourcesfunction has emerged as a critical function in every company. Peopleare considered to be the vital resource for the growth of a company.The company believes that it is necessary to recruit and retain staffpossessing advanced technical skills. The Company considers itimperative to upgrade skills at an advanced level for seniormanagement personnel to enhance their ability to formulate keystrategies and ensure organizational management.

Rolta's HR Policies adopted over the years have built a strong cultureand ensures a judicious balance of a secure and a challenging workingenvironment.. The Company continuously invests in its people andbelieves in imparting constant training to Roltaites in their respectivedisciplines. In view of its alliance with world leaders the level oftechnology employed in the Company is of a very high order. Thanksto these factors the Company acquires and assimilates high-endtechnical skills on an on-going basis.

The Company's innovative HR practices are oriented towardsinstilling a sense of ownership among Roltaites. Rolta operates in thehigh tech business area of Enterprise Geospatial and DefenseSolutions (EGDS), Enterprise Design and Operation Solutions(EDOS) and Enterprise IT Solutions (EITS) and as a result, thebusiness model is focused towards technically skilled manpower.Nearly 75 percent of Rolta's employees possess the relevantengineering, postgraduate and PhD degrees. This judiciousrecruitment policy is supplemented by constant training andenhancement of skills, which coupled with the excellent technicalinfrastructure, provides a unique working atmosphere to itsemployees

Rolta provides a distinctive working atmosphere to its employees.Rolta provides attractive opportunities for career growth, a number ofRoltaites who joined as trainees having risen to positions ofresponsibility, right up to the Director level. There are quite a fewinstances of Roltaites who have left coming back after acquiringcomplementary skills and diverse experiences. Rolta's remunerationstructure has been benchmarked with the best in IT industry. TheCompany provides employees with performance incentives and itsEmployees Stock Option Plan strengthens a sense of ownership andresults in minimum employee attrition.

Rolta understands that each customer is unique and there is no onesingle technology or solution that meets requirements of all. Roltauses its domain knowledge to offer customized and insight fullsolutions to its customers and as a result customers work with Roltaover the long term so that the company is an extension of the businessof its customers. Rolta brings value to its customer's business by

SKILLS RISK

Dearth of people with right skills results in business reduction in aknowledge oriented industry.

CUSTOMER RISK

Customers tend to migrate if expectations are not met .

leveraging its domain expertise, diverse technology portfolio, IPRsand industry experience.

Rolta has constantly strived to alleviate the risk of over dependenceon a limited number of clients, which entails an adverse impact onprofitability in case of contraction of business from these clients, byadding new clients constantly besides foraying into new businessdomains Rolta's ability to uniquely integrate its offerings from theEnterprise Geospatial and Defense Solutions (EGDS), EnterpriseDesign and Operation Solutions (EDOS) and Enterprise IT Solutions(EITS) domains makes it a single window solution provider itscustomers to address business challenges effectively.

Rolta foresees the requirements of its customers and accordinglycreates and provides customized solutions to meet theirrequirements and as such acts as an extension of the business of itscustomers. The Company provides not just tools but catalysts thathelp customers enhance productivity within their respectiveenvironments. The Company also responds with alacrity to specialcustomer needs. As a result, Rolta has long-term customers acrossthe world. Rolta's high level of repeat business leads to theselongstanding relationships.

Rolta's firm roots and dominating presence in the vast home marketprovides it an opportunity to refine its international offerings with thederived benefits of synergy across operations and optimization ofresources. The Company's well grinded skills tested in Indian marketsenable it to spread efficiently its business across various geographies.Rolta has progressively expanded its presence and today it hassubsidiaries in US, Canada, Europe (U.K., Netherlands & Germany)and Middle East (Saudi Arabia & UAE) .

Rolta's continues to be an attractive and cost effective off-shoringalternative, despite oscillations in the global economy. The Companyhas insulated its overall performance from the impact of downturns inany specific market with a domestic-international spread of businessand combination of its various solutions and services. Rolta's growth isnot dependant on any specific geographic area or specific industrysegment. For example, in India, the Company's customers are spreadacross various industry segments, such as infrastructure, defense,oil/refinery, electricity, telecom, transportation, agriculture, forestryetc. thereby enabling it to effectively counter lower spending by anyone segment by increased spending by another segment. TheCompany's businesses are solution / project-oriented and notplacement-oriented.

Rolta focuses on being on top of the value-chain. Rolta's specialdomain knowledge involving an extraordinary blend of IT,Engineering, software, eSecurity and eBusiness skills, and strategyof leveraging its core competencies enable Rolta to constantlyexpand and spread its market. It directs its resources on itscustomers' mission-critical projects, implementing and executingthese from its various offices/facilities worldwide. Rolta derivesnearly all of its international revenues from such offshore projectsresulting in a healthier bottom line and protection from risks fromany downward spiral in any economy.

GEOGRAPHY RISK

Over dependence on any one geographic market entails risk ofvolatility and downturn in that economy.

147146

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The following discussion should be read in conjunction with theCompany's audited consolidated financial statements as perIndian GAAP as at and for the financial years ended 30 June 2010and 30 June 2009, and the related notes thereto.

Rolta India Limited (referred to as "The Company" in this section) isan Indian Information Technology ("IT") company with itscorporate headquarters in Mumbai. In addition to its headquarters,the Company operates through a network of 12 branches & regionaloffices across India combined with its ten overseas subsidiarieslocated in the USA, Canada, the UK, the Netherlands, Germany,Saudi Arabia, the United Arab Emirates and Australia. The companyhas also established a 50:50 Joint Venture Company, Shaw RoltaLimited with the Shaw Group, USA and a 51:49 Joint VentureCompany,RoltaThalesLimited with ThalesGroup ofFrance.

The Company is a strong player in the Defense and HomelandSecurity, Government, and Infrastructure sectors. Rolta servesthese markets by providing innovative solutions - EnterpriseGeospatial and Defense Solutions ("EGDS" or "Defense & GISbusiness"), Enterprise Design and Operation Solutions("EDOS" or "Engineering Design business") and Enterprise ITSolutions ("EITS" or "IT business"). The Company's EGDSDivision, through a combination of its own IP, innovative R&Dand technologies from its joint venture partners like Thales,France (Rolta Thales Ltd.), develops and provides state-of-the-art Defence, Security and Maritime solutions, such as intricateCommand & Control systems, complex Intelligence,Surveillance & Reconnaissance systems, ruggedized MilitaryCommunications, integrated Digital Soldier and hi-tech Vehiclesystems, covering the entire "sensor to shooter" chain. Rolta'sEDOS Division along with its joint venture with The ShawGroup Inc. USA, Shaw Rolta Ltd., provides comprehensiveEngineering, Procurement and Construction Management(EPCM) services to meet turnkey project requirements of power,oil, gas, petrochemical and chemical sectors. Rolta's EITSDivision addresses high-end requirements like BusinessIntelligence and Enterprise Applications. The division is focusedon developing and upgrading the Company's IP to enhance itsvalue proposition to customers, and strengthening its standingin the market by offering unique technological approaches.

The Company has organised its business into three businessgroups (each, a "BG"): Enterprise Geospatial and DefenseSolutions (Defense & GIS business); Enterprise Design andOperation Solutions (Engineering Design business); andEnterprise IT Solutions (IT business). Detailed overview of eachBusiness Group forms part of Business Group section in this AnnualReport. For the year ended 30th June, 2010, the EnterpriseGeospatial and Defense Solutions (Defense & GIS business);

Company Overview

software and services exports including ITeS-BPO are estimated atUS $ 49.7 billion (Rs. 2,351billion) in year 2009-10 as comparedto US $ 47.1 billion (Rs. 2162 billion) in year 2008-09, a 5.5%growth in dollar terms and 8.7 % in rupee terms. The revenue fromthe domestic IT market (excluding hardware) is expected to growto about US $ 14 billion (Rs. 662 billion) in year 2009-10 ascompared to US $ 12.8 billion (Rs. 590 billion) in 2008-09, ananticipated growth of 9% in dollar terms and 12% in rupee terms.

According to NASSCOM, the industry will witness a healthygrowth in this year, led by growth in the core markets andsupplemented by significant contributions from emergingmarkets. Growth drivers include a thrust on platform BPO,Analytics, Finance & Accounting, Remote InfrastructureManagement, ADM and Cloud Services. The Indian IT-BPOIndustry is expected to exceed US $ 70 billion in FY'11.

The internal control systems adopted by the Company areadequate and appropriate to its operations. The system has beendesigned to ensure that assets and interest of the Company areprotected and dependability of accounting data and its accuracyare ensured with proper checks and balances.

The Company has internal audit to examine and evaluate theadequacy and effectiveness of Internal Control System. Theinternal audit ensures that the systems designed and implemented,provides adequate internal control commensurate with the sizeand operations of the Company. A world-class Oracle ERP systemhas been implemented across the organization by KPMG to serveas its information backbone.

The Audit Committee of the Board, Statutory Auditors and thetop management executives are periodically apprised of itsactivities and internal audit finding. The Audit Committee of theCompany chaired by independent director consisting of othernon-executive independent directors periodically reviews andcommends the quarterly, half yearly and annual financialstatements of the Company. A detailed note on the functioning ofthe audit committee forms part of the chapter on CorporateGovernance in this Annual Report. The annual statements of theCompany drawn under both Generally Accepted AccountingStandards in India (Indian GAAP) and under InternationalFinancial Reporting Standards (IFRS) and the same are auditedand certified by two separate independent auditors.

The Company's revenues are generated principally from IT-based Solution & Services. Revenue from sale of solutions andservices is recognized in accordance with the sales contract andwhen significant risks and rewards in respect of ownership aretransferred to the customers. Revenue from customer-related

2

Internal Control System and their adequacy

Revenues

Enterprise Design and Operation Solutions (Engineering Designbusiness); and Enterprise IT Solutions (IT business) segmentrespectively, accounted for 49.7%, 25.6% and 24.7% of theCompany's consolidated revenues, as compared to 45.1%, 28.5%and 26.3% for the year ended 30th June, 2009.

The Company has transformed its business from being services-centric to a solutions-oriented model. Through in-housedevelopment and strategic acquisitions, Rolta has built a richrepository of Intellectual Property (IP). The Company haslaunched enterprise-level solutions, built around Rolta IP, forselected vertical segments of industry and government. TheCompany's Rolta Geospatial Fusion™ Solutions are beingincreasingly accepted in Utilities, Land Records, Telecom andTown Planning segments. The Company has also strengthened itsofferings in the Earth Sciences domain and have launchedspecialized solutions based on Rolta IP for advanced imagingrequirements. The Company has launched Rolta On Pointwhich has enhanced the power of Rolta's Geospatial Fusionsolutions. The Company also introduced new cutting edgeGeoimaging technology products such as Rolta Geomatica, RoltaGeo Imaging Accelerator and Rolta GeoConferences. TheCompany continues to maintain its leadership in the IndianDefense Geospatial market and has introduced many newsolutions for Defense and Homeland Security. In the EngineeringDesign business, the Company continued to maintain its premierposition in India as a provider of high value design solutions. TheCompany continues to further develop and enhance its innovativesolutions for plant operations. The Rolta OneView solution hasbeen deployed at large refining facilities in USA, Europe andSouth Africa and well received in other markets, such as in themiddle-east and India. Rolta continues to strengthen and build itsIT business portfolio and capabilities to focus on high-endrequirements like Business Intelligence, Enterprise Applications,etc. The division is focused on developing and upgrading theCompany's IP to enhance the value proposition to the Company'scustomers, and strengthen its standing in the market by offeringunique technological approaches. The Company recentlylaunched Rolta iPerspective Suite 2.0 - a rapid applicationdevelopment workbench focused on enterprise applicationintegration. This Suite uses a powerful template based integrationcomponent generation engine that creates, builds and deploysintegration components automatically, drastically reducing theeffort required in enterprise application integration projects. Tofurther enhance its own IP-based solutions-oriented strategy, theCompany continues to augment its rich repository of IP assets.

According to the Annual Report 2009-10 of the Department ofInformation Tecnology, Ministry of Communications andInformation Technology, Government of India, the Indian

TM

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Industry Overview

long-term contracts is recognised by reference to the percentageof completion of the contract at the balance sheet date.Company's long term contracts specify a fixed price for the saleof license and installation of software solutions & services andthe related revenue is determined using the percentage ofcompletion method. Income from maintenance contract isrecognized proportionately over the period of the contract. Insome cases, a proportion of a contract payment may be retainedby the counter party against completion of warranties. To coverpotential customer warranty claims, provisions are madeaccording to the profit realised. At completion of the contract,the remaining warranty risk is reassessed.

For the financial years ended 30th June, 2010 and 30th June,2009, consolidated revenues amounted to Rs. 15,326.70 millionand Rs. 13,728.13 million, respectively. This represented agrowth of 11.6% for the financial year ended 30th June, 2010, ascompared to the financial year ended 30th June, 2009. Theincrease in revenues was attributable to an increased level ofbusiness activities from domestic & international markets acrossall Business Groups.

The table below gives the consolidated revenue analysis bybusiness segment for the periods indicated:

For the financial years ended 30th June, 2010 and 30th June, 2009,consolidated revenues from Enterprise Geospatial and DefenseSolutions (Defense & GIS business) amounted to Rs.7,623.07million and Rs. 6,195.49 million, respectively. This represented agrowth of 23.0% for the financial year ended 30th June, 2010, ascompared to the financial year ended 30th June, 2009. Theconsolidated revenues from Enterprise Design and OperationSolutions (Engineering Design business) amounted toRs. 3,924.70 million and Rs. 3,915.31 million, respectively. Thisrepresented a growth of 0.2% for the financial year ended 30thJune, 2010, as compared to the financial year ended 30th June,2009. Similarly, the consolidated revenues from Enterprise ITSolutions (IT business) amounted to Rs.3,778.93 million andRs. 3,617.32 million respectively for these two financial years.

Revenues by Business Segment

Segment wise Revenue(Rs in Million)

Y.E June 30,2010

Y.E June 30,2009

Enterprise Geospatial and Defense Solutions 7,623.07 6,195.49

Enterprise Design and Operation Solutions 3,924.70 3,915.31

Enterprise IT Solutions 3,778.93 3,617.32

Enterprise Geospatial and Defense Solutions 3,738.39 2,621.02

Enterprise Design and Operation Solutions 1,545.99 1,487.31

Enterprise IT Solutions 485.86 526.93

Total 15,326.70 13,728.13

Segment wise Profit [EBIDTA]

Total 5,770.24 4,635.26

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1http://www.mit.gov.in/sites/upload_files/dit/files/annualreport2009-10_0.pdf 2http://www.nasscom.in/Nasscom/templates/NormalPage.aspx?id=59704

This represented a growth of 4.5 % for the financial year ended30th June, 2010, as compared to the financial year ended 30thJune, 2009. Revenues from the Company's Defense & GISbusiness group continued to show a growth despite the slowdownin global economy during this period, because of its strong focuson the defense, homeland security, infrastructure and governmentsectors, which have been resilient in the face of the globaleconomic slowdown. Revenues from the Engineering Designbusiness and IT business groups which are focused more oninternational markets also showed a marginal increase despite thefact that global markets continued to be affected by economicslowdown.

Other income comprises of dividend income, interest income, gain onbuyback of FCCBs and other miscellaneous income. For the financialyearsended30June2010and30June2009,other incomeamountedtoRs. 279.28 million and Rs. 690.44 million respectively. Other incomefor financial year ended 30 June 2010 includes profit on account ofrepurchase of FCCB,s at a discount to the extent of Rs. 32.7 million asagainst Rs 250.3 million in FY 2008-09. The decrease in other incomewas mainly due to larger one time gain on repurchase of FCCBs in FY2008-09 and also lower dividend and interest income consequent toutilizationof fundsforcapitalexpenditure.

The Company's expenditure principally consists of material andsubcontracting costs, employee costs, administrative and sellingexpenses, as well as financial and depreciation charges.

For the financial years ended 30th June, 2010 and 30th June, 2009,consolidated expenses amounted to Rs. 12,654.54 million andRs. 11,085.82 million. This represented an increase of 14.2% forthe financial year ended 30th June, 2010, as compared to thefinancial year ended 30th June, 2009. For the financial years ended30th June, 2010 and 30th June, 2009, consolidated expenses, as apercentage of sales were 82.6 % and 80.7 %, respectively.

The table below shows the principal components of theCompany's costs for the periods indicated:

Material and subcontracting cost principally comprise of packagedsoftware, software toolkits, hardware, peripherals, parts/spares and

Other Income

Expenses

Material and Subcontracting Cost

Depreciation and Amortisation

Interest Cost

Net Income before tax

Depreciation and amortisation is applied to the Company'sproperty, plant and equipment at the rates set out in the notes tothe financial statements. The principal depreciation costs relate tothe Company's computer plant and machinery and increasingly,the Company's buildings. The company has made extensiveinvestment in development facilities both in its SEZ and otherunits in India on account of the fact that the company's businessmodel is oriented towards an offshore model. Almost 80 percentof the engineers / software professionals are located in India,which in turn requires continuous addition to specializedcomputer systems and solutions. This offshore business modelentails large investment in gross block. The Company 's increasedfocus on developing new products and upgrading the Company'sIP to enhance its value proposition to customers has led toincreased investment in Research and Development centers in thelast three years.

Depreciation and amortisation expenses for the financial yearsended 30th June, 2010 and 30th June, 2009 were Rs. 2,679.10million and Rs. 1,867.12 million. The Company addedspecialised computer systems and tools during the financial yearended 30th June 2010 to support its various solutions andservices in the domestic and export markets. Due to theseadditions depreciation and amortization expenses have gone upby 43.5 % for the financial year ended June 30, 2010 ascompared to the previous financial year. Depreciation chargesas a percentage of sales increased from 13.6 % in the financialyear ended 30th June, 2009 to 17.5 % in the financial year ended30th June, 2010 .

Interest cost reflects the interest payable by the Company onits borrowings. Interest cost for the financial years ended 30thJune, 2010 and 30th June, 2009 was Rs. 418.97 million and Rs.125.84 million respectively. Increase in interest expensesduring the year ended June 30, 2010 was on account ofadditional borrowings availed in the year ended June 30, 2010by way of external commercial borrowings and rupee termloans for repurchase of FCCBs and to meet capitalexpenditure.

Profit before tax and without considering one time gain of FCCBbuyback in the year ended June 30, 2010 decreased 4.5% toRs.2,948.17 million as against Rs.3,082.52 million in the yearended June 30, 2009. The decrease in Net Income before tax wasmainly due to increased depreciation charges on increased capitalexpenditure and enhanced interest cost on external commercialborrowings and rupee term loans availed for repurchase of FCCBsand to meet capital expenditure.

cost of third party sub-contracting of services needed to execute thecontracts&projects awarded to theCompany.

In the financial years ended 30th June, 2010 and 30th June, 2009,material and subcontracting costs amounted to Rs. 2,920.18million and Rs. 2,149.80 million. This represented a increase of35.8% in the financial year ended 30th June, 2010, as compared tothe financial year ended 30th June, 2009. For the financial yearsended 30th June, 2010, material and subcontracting costs aspercentage of sales increased to 19.1 % from 15.7 % for thefinancial year ended 30th June 2009.

The increase in material and subcontracting cost was mainly dueto the execution of various turnkey projects in the Company'sDefense & GIS business, where we provided end-to-end solutionsthat required us to procure materials externally and also whichentailed outsourcing of services to third party vendors. Thechange in the level of material and subcontracting cost as apercentage of sales was attributable to the change in the businessmix of solutions and services undertaken by the Company in therelevant periods, the provision of such solutions and services beingdependent on the orders that the Company receives and the needsof the Company in order to be able to execute those orders.

Employee costs comprise salaries, wages, bonuses, provident fundcontributions and welfare expenses.

Employee costs decreased the financial year ended 30th June,2010 to Rs. 4,993.63 million from Rs. 5,304.80 million in financialyear ended 30th June, 2009. This represented a decrease of 5.9 %for the financial year ended 30th June, 2010, as compared to thefinancial year ended 30th June, 2009.

The decrease in manpower costs was attributable torationalization & streamlining of the Company's human resourcesat its offices in India and internationally.

Other expenses include electricity expenses, repairs andmaintenance, sales promotion expenses, legal and othermiscellaneous expenses.

In the financial years ended 30th June, 2010 and 30th June, 2009,other expenses amounted to Rs. 1,642.66 million and Rs. 1,638.26million respectively. This represented a marginal increase of 0.3 %for the financial year ended 30th June, 2010, as compared to thefinancial year ended 30th June, 2009. Other expense as apercentage of sales was at 10.7% in the financial year ended 30thJune, 2010 as compared to 11.9 % in the financial year ended 30thJune, 2009. The Company has been able to manage & controlthese costs within reasonable limits through focused efforts.

Employee Costs

Other Expenses

Income tax

Net Income after tax

Share Capital

Reserves & Surplus

Income tax expense includes current income tax expense,provision for deferred tax expenses and fringe benefit tax andother tax charges. In the financial years ended 30th June, 2010 and30th June, 2009 , income tax expense including fringe benefit tax,wealth tax and deferred tax liabilities amounted to Rs. 405.52million and Rs. 401.85 million respectively.

The Company benefits from tax incentives provided to computersoftware entities in relation to the export of IT services fromspecially designated STPs and also its operations in SEZ unit inIndia under Section 10A and 10AA of the Income Tax Act, 1961.The effective tax rate for the Company worked out to 13.7 % inthe financial year ended 30 June 2010 and 12.1 % in the financialyear ended 30 June 2009.

For the financial years ended 30th June, 2010 and 30th June, 2009,net income after tax and without considering one time gain ofFCCB buyback are Rs. 2,548.06 million and Rs. 2,688.05 million,respectively. This represents decrease of 5.2% in the year endedJune 30, 2010 as compared to the Net Income after tax in the yearended 30th June 2009 which is predominantly on account ofincreased depreciation and interest costs. Net income after taxrepresents 16.6% and 19.6 % of total revenue for the year endedJune 30, 2010 and June 30, 2009 respectively.

As at 30 June 2010, the Company's authorised share capital wasRs. 2,500,000,000 (two and half billion rupees), comprising250,000,000 (two hundred fifty million) equity shares of Rs.10each, of which 161,194,816 equity shares of Rs. 10 each,amounting to Rs. 1,611.95 million were issued and fully-paid.During the year a total of 188,201 shares amounting to Rs. 1.88million were issued to the employees on account of the exerciseof stock options. The company did not have any preferenceshares on its books as on 30 June 10 nor had issued any sharewarrants except for stock options granted to employees underthe Company's Employee Stock Option Plan (in line with theguidelines issued by SEBI). The details as required by SEBIregulations in regard to grant of options are given in Annexure tothe Directors' Report. The Company had in its books as on June30, 2010, Foreign Currency Convertible Bonds (FCCBs) for US$ 96.69 million convertible into equity shares at a conversionprice of Rs. 368.70 each.

Reserves & Surplus as on 30th June, 2010 was Rs. 14,479.25 millionas compared to Rs. 12,805.57 million as on 30th June, 2009.During the year an amount of Rs. 11.50 million was transferred toShare Premium account arising out of shares issued to employeesin exercise of stock options. An amount of Rs 366.75 million was

2008-09(Rs. In %to

Million) SalesMaterial and Subcontracting Cost 2,920.18 19.1 2,149.80 15.7Employee costs 4,993.63 32.6 5,304.80 38.6Other Expenses 1,642.66 10.7 1,638.26 11.9Depreciation 2,679.10 17.5 1,867.12 13.6Interest Cost 418.97 2.7 125.84 0.9Total : 12,654.54 82.6 11,085.82 80.7

2009-10(Rs. In %to

Million) Sales

151150

transferred to General Reserve from Profit and Loss Account. Anamount of Rs. 1,380.00 million was appropriated from GeneralReserve to FCCB Redemption Reserve.

An amount of Rs 335.86 million was debited to Securities PremiumAccount towards redemption premium on FCCBs accrued till June30, 2010. An amount of Rs 102.40 million was credited toSecurities Premium Account towards reversal of premium on buyback of FCCBs. Net of dividends and dividend tax, Rs. 8,395.39million was retained in the Profit & Loss account.

The Company's investment in liquid mutual funds was Rs. 550.97million as on 30th June, 2010 as compared to Rs. 354.17 million ason 30th June, 2009. The increase in investment was mainly onaccount of deployment surplus funds in Liquid Mutual Funds inline with the treasury policy of the Company.

The following table sets out the Company's consolidated andsummarized cash flows for each of the periods indicated:

Net cash inflow from operating activities for the financial yearsended 30th June, 2010 amounted to Rs. 4,048.81 million. Thisrepresents an increase of 12.4% for the financial year ended 30thJune,2010, as compared to the financial year ended 30th June,2009.

Net cash outflow from investment activities for the financial yearended 30th June, 2010 amounted to Rs. 6,626.51 million ascompared to Rs 6,401.80 million for the financial year ended30th June, 2009. This represents utilization of funds for Capitalexpenditure, acquisitions and investment in liquid mutual funds.

Net cash inflow from financing activities for the financial yearended 30th June, 2010, amounted to Rs. 1,705.44 millionwhich included an inflow Rs 13.34 million from issue of newshares out of ESOP Grants. External commercial borrowings,foreign currency loan and rupee term loan from various banksaccounted for an inflow of Rs. 3,316.90 million. The outflowon account of payment of dividends, including dividend taxamounted to Rs 573.20 million in the year ended 30th June,2010. The outflow towards the repurchase of FCCB,s wasRs 701.36 million and Interest payment was Rs. 350.27million for the year ended 30th June, 2010.

Investments

Cash Flow

assets was attributable primarily to establishment of Research &DevelopmentCentersandupgradingtheCompany's IP toenhance itsvalue proposition to customers and also on new integrateddevelopment and sales & marketing facility in Gurgaon. The companyalsomadeadditional investment inSEZunitonaccountof thefact thatthe company's business model for exports is oriented towards anoffshoremodel. It is also imperative for theCompany tocontinuouslyaddandupgrade its specializedcomputer systemsand tools inorder tosupport its various solutions and services in the domestic and exportmarket, particularly since such assets are production equipments forthe Company for generation of revenue. The Company also makes itnecessary for substantial investment in specialized systems to renderthis workforce productive and also the Company's increased focus ondevelopingnewproduct.

The Company's working capital (excluding cash and BankBalance) as at 30th June, 2010 and 30th June, 2009 was Rs.5,966.94 million and Rs. 4,620.16 million.

The Company's receivables as at 30th June, 2010 and 30th June,2009 were Rs. 6,247.87 million and Rs. 5,950.95 million. TheCompany 's projects in the domestic and overseas markets arespread over a period of a year to three years with payments linkedto individual milestones and /or completion of each project.Depending on the nature and internal policies of the relevantcounter party, up to 20 per cent of the project value is held back asa retention and is realised by the Company only after expiry of theproject warranty period. This process, together with the fact thatthe payment cycles of Government agencies tend generally to belonger than those in the private sector, leads to an extendedreceivables cycle. Despite the above and due to the focused effortthrough strong receivable management, the length of theCompany's receivables cycle was improved at 149 days in thefinancial year ended 30th June, 2010 as against 156 days in thefinancial year ended 30th June, 2009.

Inventories as at 30th June, 2010 and 30th June, 2009 were Rs. 38.77million and Rs. 104.52 million. Due to better inventorymanagement, judicial sales mix and smoother coordination withpartners worldwide, the company has been able to optimize theinventory holding by reducing from 3 days of sales in the financialyear ended 30th June, 2009 to 1 day in the financial year ended 30thJune,2010.

Loans and advances were Rs. 1,834.10 million as on June 30, 2010as against Rs. 1,168.71 million in June 2009. These are considerednecessary to carry out normal business transactions.

Current Liabilities and provisions consist of sundry creditors;liability for proposed dividends, provision for income tax etc

Working Capital

Debts

Capital Expenditure

The company has in its books secured loans amounting toRs. 7,085.87 million representing 'External CommercialBorrowings'/ Foreign Currency Loans of Rs. 4,652.62 million,'Rupee Term Loans' of Rs. 1,000.00 million and also workingcapital borrowing of Rs. 1,433.25 million. The externalcommercial borrowing from Bank of India is secured by floatingcharge on current assets of the Parent Company and from UnionBank of India is secured by way of equitable mortgage on a specificfixed asset of the Parent Company. Foreign Currency Term Loan issecured by first hypothecation paripassu charge on current assetsof the Company. Rupee term loans are secured by floating chargeon the current assets of the Company.

The company has in its books unsecured loans amounting toRs. 5,501.66 million representing outstanding Foreign Currency

Convertible Bonds (FCCBs) US $ 96.69 million (Rs. 4,505.75million) and the redemption premium on the bonds accrued till30th June, 2010 amounting to Rs. 995.90 million.

The FCCBs were issued for US$ 150.0 million (Rs. 6,111.0million) by the Company in June 2007 and these Zero CouponBonds, if not converted, are redeemable in June 2012 at 139.391% of its principal amount. The company repurchased in June2009 FCCB's for US $ 38.31 million (Rs. 1,833.9 million) as perguidelines issue by RBI. During the year In December 2009, theCompany repurchased a further US$ 15.0 million of FCCBs at adiscount of 15.25% on the accreted value of these FCCBs of US$17.8 million, resulting in a gain of US$ 2.8 million. Inaggregate, we have repurchased US$ 53.3 million of FCCBs forUS$ 47.8 million at an average discount of 22.28% on theaccreted value of these FCCBs of US$ 61.5 million, resulting inan overall gain of US$ 13.7 million.

With these repurchase FCCB,s for US$ 96.69 million(Rs. 4,505.75 million) remain outstanding as on 30th June 2010.These bonds carry zero coupon till redemption. As perAccounting Standards there is no need to provide for the premiumpayable at redemption, since it is only contingent on repaymentand not payable if FCCBs are converted into equity shares.However, as a matter of prudence, the Company has provided forthe same out of securities premium account as permitted underIndian regulations.

TheCompany'scapitalexpenditure incurredduringthefinancialyearsended 30th June, 2010 amounted to Rs. 4,748.00 million towardsbuildings, computer plant and machinery, other equipments andfurniture and Rs.1,898.6 million towards acquisitions /intangiblesincluding software and for 30th June 2009 the same were Rs. 7,638.60million and Rs. 1,429.98 million respectively. The purchase of fixed

which stood at Rs. 2,350.81 million as on 30th June, 2010 was inline with current liabilities and provisions of Rs. 2,740.20 millionas on 30th June, 2009.

In compliance with the regulation of the London Stock Exchangewherein Company's GDRs have been listed, the Company alsoprepared its consolidated accounts for the year ended June 30, 2010drawn under the International Financial Reporting Standards (IFRS),duly audited in accordance with International Standards on AuditingbyM/sGrantThornton, a leading InternationalAccounting firm.

As per the consolidated accounts drawn under IFRS, the Companyrecorded revenues of Rs. 15,326.70 million for the financial yearended June 30, 2010, whilst the net profit after tax for the year wasRs. 2,315.20 million.

The difference in the net profit as arrived under the GenerallyAccepted Accounting Practices in India and net profit under IFRSwas Rs. 236.1 million which is mainly on account of variation inthe method of accounting for depreciation/amortisation Rs. 19.2million, share based payments to employees (Rs. 82.5 million),accounting for redemption premium and exchange fluctuations onFCCBs ( Rs. 266.1 million) and deferred taxation Rs. 93.3 million.

In the Company's report we have disclosed forward lookinginformation so that investors can better understand a company'sfuture prospects and make informed investment decisions. Thisannual report and other written and oral statements that wemake from time to time contain such forward looking statementsthat set out anticipated results based on management's plans andassumptions. We have tried wherever possible to identify suchstatements by using words such as ' anticipate', 'estimate','expects', 'projects', 'intends', 'plans', 'believes', and words andterms of similar substance in connection with any discussion offuture operating or financial performance. We cannot guaranteethat any forward-looking statement will be realized, althoughwe believe we have been prudent in our plans and assumptions.Achievement of future results is subject to risks, uncertaintiesand inaccurate assumptions. Should known or unknown risks oruncertainties materialize, or should underlying assumptionsprove inaccurate, actual results could vary materially from thoseanticipated, estimated or projected. Investors should bear this inmind as they consider forward-looking statements. Weundertake no obligation to publicly update any forward-lookingstatements, whether as a result of new information, future eventsor otherwise.

Consolidated Financial Results under International FinancialReporting Standards (IFRS).

Forward Looking Statement

153152

(Rs in Million)

2010 2009

Cash inflow/(outflow) from operating activities 4,048.81 3,602.68

Cash inflow/(outflow) from investment activities(Including Acquisitions) (6,626.51) (6,401.80)

Cash inflow/(outflow) from financing 1,705.44 1,576.58

Cash and cash equivalents at the end of year 503.50 1,375.76

��

Mr. Kamal K. SinghPromoter, Chairman and Managing DirectorMr. Singh is the founder Chairman of the Rolta group ofcompanies. He is a first-generation entrepreneur andpromoted the Rolta group in the 1970s. He is recognised as apioneer in the CAD/CAM/GIS field in India and has over 40years' experience in all aspects of corporate managementincluding finance, technology and international business. Mr.Singh is a Mechanical Engineer with a Master in BusinessAdministration. Mr. Singh's tenure as the Company'sManaging Director contractually ends on 30th June 2012.

Mr. Singh's other directorships include Rolta International Inc,Rolta Saudi Arabia Ltd, Rolta Benelux BV, Rolta DeutschlandGmbH, Rolta Middle East FZ-LLC, Rolta UK Limited, RoltaCanada Limited, Rolta Limited, Rolta Resources Pvt. Ltd, RoltaProperties Pvt. Ltd., Rolta Power Limited, Rolta Infrastructure& Technology Services Limited, Rolta Infotech Ltd (UK),Rolta Infotech Ltd (Hong Kong), Rolta Infotech (US) Inc,Rolta Infotech (NY) LLC., Rolta Shares & Stocks Pvt. Ltd.,Rolta Holding & Finance Corporation Limited, Rolta TUSCInc. (USA), Shaw Rolta Limited and Rolta Thales Limited.

Mr. Singh is the Honorary Consul-General of Ukraine in Mumbaifor the territory of certain Indian States. He is also an ExecutiveCommittee member of FICCI, ASSOCHAM and other premiertrade organisations. He is a member of the Board of Governors ofIIT, Indore. He is also a member of the Board of Governors ofNITIE. He is the President of the "Association of GeospatialIndustries". He has also served on the Board of Punjab NationalBank, one of the leading Indian Banks. He has received numerousindustryhonours like the"TheBest ITManof theYear2005"awardby the Foundation of Indian Industry & Economists, the "Oceantex2006 Leadership & Excellence" award for Technology ServiceProvider, the "Amity Leadership 2007" award, the "Glory of India"award by the Institute of Economic Studies and the "2007 IMMAward for Excellence as Top CEO" by the Institute of MarketingManagement. He has recently been bestowed the "LifetimeAchievement Award" by the august hands of the Honorable VicePresidentofIndia,atMapWorld2009.

Mr. R. R. Kumar - DirectorMr. Kumar is the former Chairman and Managing Director ofUnion Bank of India and has over 42 years' experience inbanking and finance. His academic qualifications include aBachelors degree in Arts and also in Law. He has been a

Director of Rolta since the Company's inception. His otherdirectorships include Haldyn Glass Ltd., KJMC FinancialServices Ltd., Eastern Medikit Ltd., Golden Tobacco Ltd., IVPLtd. and Golden Realty & Infrastructure Ltd.

Mr. Modi is an advocate and solicitor by profession with over 32years' experience. His academic qualifications include aBachelors degree in Arts and Law. He is a senior partner withKanga and Co., Advocates and Solicitors, who also acts as theCompany's legal advisor. Mr. Modi has been a Director of Roltasince 1989.Mr.Modi is alsoaDirectorofAlok IndustriesLtd.

Lt. Gen. J. S. Dhillon (Retd.) is a former Master GeneralOrdnance (MGO) of the Indian Army, from which he retired in2001. He holds a Master of Arts degree in Defence Studies andwas awarded the Param Vishishtha Seva Medal and the YuddhaSeva Medal for his outstanding service in the Indian ArmedForces. He is also the Managing Director of Millicent Motors LtdandDirector inTataAdvance MaterialsLtd. andAgilystPvt.Ltd.

Mr. Behari Lal is a former member of the Income TaxAppellate Tribunal and is experienced in income tax and legalmatters. His academic qualifications include a Bachelorsdegree in Arts and Law. Mr. Behari Lal has over 37 years ofexperience in the legal field. Mr. Behari Lal is not a director inany other company.

- Director

- Director

- Director

Mr. K. R. Modi

Lt. Gen. J. S. Dhillon (Retd.)

Mr. Behari Lal

Mr. V. K. Agarwala

Mr. V. K. Chopra

- Director

- Director

Mr. V. K. Agarwala has experience in various businesses,especially in the field of exports. Mr. Agarwala's academicqualifications include a Masters degree in Arts, a degree in lawand a Diploma in Business Management. Mr. Agarwala is amember of the managing committee of The All India Exporters'Chamber. Mr. Agarwala has over 36 years of experience incorporate management and is a director in Prakriti Exports Pvt.Ltd, Shanker Kapda Niryat Pvt. Ltd. and Carreman Fabrics IndiaLtd., Partner as Karta of HUF namely V & K Associates and also aGoverningCouncil in ICLEducationSociety.

Mr. V. K. Chopra is a Commerce Graduate from Shriram

College of Commerce, New Delhi and a Fellow Member of

The Institute of Chartered Accountants of India. He has held

various top positions during his 38 years of experience in

Banks; including 3 years as Chairman & Managing Director in

Corporation Bank, Mangalore & SIDBI, Delhi / Lucknow; 3

years as Executive Director in Oriental Bank of Commerce and

31 years as General Manager, Central Bank of India, Mumbai;

his last assignment being as a Whole Time Member in SEBI, for

about a year. Mr. V. K. Chopra is a Director in Dewan Housing

Finance Corporation Ltd., FCH Centrum Direct Ltd., RFCL

Ltd., Pantaloon Retails India Ltd., Havells India Ltd., Future

Finance Ltd., Pegasus Asset Reconstruction Pvt. Ltd., Religare

India Asset Management Co. Ltd., SIDBI Venture Capital Ltd.,

MetLife Insurance India Ltd., Reliance Capital Pension Fund

Ltd., Milestone Capital Advisors Ltd., Jaiprakash Associates

Ltd., Future Capital Financial Services Ltd. and Capstone

Capital Financial Services Pvt. Ltd.

Dr. Aditya K. Singh was appointed as a Joint Managing Director

of the Company in September 2004. As he was fully engaged in

an Associate Company, he stepped down from the post of Joint

Managing Director of the Company w.e.f. 1st February, 2010.

However, he continues to hold the position of Director of the

company. Dr. Singh holds a Masters Degree in Commerce and

Business Administration and a Doctorate Degree in International

Marketing fromtheUniversityofMumbai.

His other directorships include Rolta Ltd., Rolta Holding and

Finance Corporation Ltd, Rolta Shares and Stocks Pvt. Ltd,

Rolta Power Limited, Rolta Infrastructure & Technology

Services Limited, Rolta Infotech Ltd (UK), Rolta Infotech Ltd

(Hong Kong), Rolta Infotech (US) Inc., Rolta Infotech (NY)

LLC, and Kkarma Holding Pvt. Ltd. He is also a partner in

Aditya Investment & Finance Corporation.

Mr. Atul Tayal has been with Rolta for 24 years and has served

in various managerial capacities in the IT industry. Mr. Tayal's

corporate management experience includes marketing,

technology and international business. Prior to his

appointment on the Board, he was the Executive Director -

Sales of the Company. His academic qualifications include a

Bachelors degree in Commerce and an MBA. He is Director in

charge of Shaw Rolta Limited and Managing Director of Rolta

Thales Limited. His tenure as Joint Managing Director

contractually ends on 16th February 2012.

- Director

- Joint Managing Director

Dr Aditya K. Singh

Mr. Atul Dev Tayal

Mr. A. P. Singh

Mr. Ben Eazzetta

Mr.HiranyaAshar

- Joint Managing Director

- Director & President International Operations

-DirectorFinance&Chief FinancialOfficer

Mr. A. P. Singh has been with the Company for over 27

years and was appointed as Joint Managing Director in

April 2007. His academic qualifications include Bachelors

of Technology from IIT, MBA in Marketing and a Diploma

in Industrial Management from Delhi University. He has

over 36 years of experience and has worked with Siemens,

IBM and Metalbox in the past. Mr. A P Singh's other

directorships include Rolta International Inc, Rolta Saudi

Arabia Ltd, Rolta Benelux BV, Rolta Deutschland GmbH,

Rolta Middle East FZ-LLC, Rolta UK Limited, Rolta

Canada Limited, Rolta TUSC Inc., Shaw Rolta Limited and

Rolta Thales Limited. His tenure as Joint Managing

Director contractually ends on 31st March 2012.

Mr. Ben Eazzetta is President International Operations and holds a

Bachelor's degree in nuclear engineering & a Master's degree in

Mechanical Engineering from Georgia Tech. Prior to joining Rolta

Mr. Ben Eazzetta was President, Security, Government &

Infrastructure Division of Intergraph Corporation. Prior to his

taking over as President of SG&I, he was the COO of Intergraph's

process, power and marine division and prior to that he was with

Exxon for 12 years with extensive experience in plant economics,

improvement programmes, technical initiatives, refinery

operations and maintenance. He also holds three patents for

Collaborative Engineering Design and Procurement technology.

His other directorships include Open Geospatial Forum (Non-

Profit), Rolta International Inc, Rolta Saudi Arabia Ltd, Rolta

BeneluxBV,RoltaDeutschlandGmbH,RoltaMiddleEastFZ-LLC,

Rolta UK Limited, Rolta Canada Limited, Rolta TUSC Inc., He is

alsoAdvisor inAdvisorMarlinWOIFStrategies(Non-profit).

Mr. Hiranya Ashar is Director-Finance and Chief Financial

Officer of the Company. He is a Commerce Graduate and an

Associate Member of The Institute of Chartered Accountants

of India. He has over 13 years of experience in managing

corporate finance, project management, financial planning and

analysis, funds raising, taxation, audit and investor relations.

He is a Director in Rolta Thales Limited. His tenure as

Director- Finance and Chief Financial Officer ends on 31st

October 2012.

155154

��

156

Dr. Aditya K SinghDirector

Mr. Ben EazzettaDirector & President, International Operations

Mr. K K SinghChairman & Managing Director

Mr. K R ModiIndependent Director

Mr. A P SinghJt. Managing Director

Mr. R R KumarIndependent Director

Mr. Atul D TayalJt. Managing Director

Mr. Behari LalIndependent Director

Mr. V K AgarwalaIndependent Director

Mr. V K ChopraIndependent Director

Lt Gen J S Dhillon (Retd.)Independent Director

Mr. Hiranya AsharDirector, Finance & CFO

Mr. Robert Winslow BrittonGroup Director - GIS

Mr. Aloke ChakrabartiGroup Director - Administration

Dr. S R BhotGroup Director - Domestic IT

Mr. S K ShirguppiGroup Director - Engg. Sales

Mr. Vinay K SawarkarGroup Director - ERP, IT & HR

Mr. Eli WawiPresident - SWRL

Lt Gen P P S Bhandari (Retd.)Group Director - Defense, GIS & President RTL

Mr. Vivek BhasinHead, BD IT

Mr. Bradley BrownRolta TUSC, USExec. VP CTO -

Mr. Shafik Jiwani- GIS BD, CanadaExec. VP

Mr. Jack T LeaheyExec. VP - Engg., US

Mr. Blane SchertzExec. VP - GIS, US

Mr. Matthew VranicarPresident - Rolta TUSC, US

Mr. Tim MahoneyPresident - Europe

Mr. John SasserPresident - Middle East & Africa

Mr. Satinath SarkarSr VP - GIS Product Devpt, Canada

Mr. Mark WoelkeSr VP- Finance - CFO - Intl. Ops., US

Mr. Anthony CatalanoSr. VP & COO - Rolta TUSC, US

Mr. Mike ButlerVP - Rolta TUSC, USSr.

Mr. Donald DavisSr. VP - EPM & BI, US

Mr. Santhosh GeorgePresident - S/W Devpt. & Consulting

Mr. John HalsemaSr. VP Homeland Sec & Pub Safety, US

��

157

Mr. Roger BaroutjianVP - Engg Sales, Middle East

154158 159

��

Mr. Mario DesiderioSr. VP EPM, BI & Fin. Ser. Rolta TUSC, US

Mr. Karl Seil- Engg. & DesignGroup Director Services

Mr. Chris CirilloSr. VP GIS, US

Mr. Laxmidhar V Gaopande- GIS S/W ProductsGroup Director

Mr. Parveen MalhotraGroup Director - IT Services

Mr. A C Suresh Babu- (Engg.), SWRLDirector

Mr. Eric CamplinVP - OneView BD, US

Mr. Tariq FarooquiSr. Divisional Director - IT Sales

Maj Gen Kunal Mukherjee (Retd.)- Defense SalesSr. Divisional Director

Mr. Sandeep N OhriSr. Divisional Director - GIS & Defense

Mr. Ravindra N Kondekar- GIS S/W ProductsSr. Divisional Director

Mr. Sateesh DasariSr. Divisional Director - QA & S/W Products

Mr. Roopesh R. NairSr. Divisional Director - S/W Products

Dr. C D Murthy- GIS & PGDivisional Director Services

Mr. Sushil Dattatray Kulkarni-Divisional Director Engg. & Design Services

Mr. Richard MartinVP - Engg. BD, US

Mr. David deBoisblancVP , USSouth, West & Federal - Rolta TUSC

Mr. Eric NoelkeVP Sales Midwest & East, Rolta TUSC, US

Mr. Chandrakant Naik- SWRLDivisional Director (Project)

Mr. S G Mukund- Domestic SalesDivisional Director

Mr. Rajbir Singh Rathi- GIS & DefenseDivisional Director

Mr. Rupam Kiritkumar Vakil- Engg. SalesDivisional Director

Mr. Inder Jit Chhabra- Engg. & DesignDivisional Director Services

Dr. Pramod Kumar SinghDivisional Director - BI Services

Mr. Dineshkumar Kapadia- Finance & TaxationDivisional Director

Mr. Ashis Kumar Basu- Engg. & DesignDivisional Director Services

Mr. Ravindra Kala- FinanceDivisional Director

Mr. Kiran Arun Kulkarni- ITDivisional Director Services

Mr. Somasundaram CDivisional Director (Piping) - SWRL

Mr. Pramod Kumar Sinha- SWRLDivisional Director (Project Mgmt)

Dr. C R BannurDivisional Director - Govt. & Infra Solutions

Mr. Umesh Kumar PanthulaDivisional Director - GIS

Mr. Ashok Kumar GakharDivisional Director - HLS & Comns

Mr. A O Joseph- HRDivisional Director

Mr. Richard BevisDivisional Director - QA & S/W Products

Mr. Kamlesh K Mehta- Finance & MISDivisional Director

Mr. Anindya ChatterjeeDivisional Director - OneView

Mr. Sanjay Shyam BellaraDivisional Director - S/W Products

Mr. Amit ChakrabortyDivisional Director - HLS S/W Devpt.

Mr. Ed PascuaVP - IT Sales, US

Mr. Reida ElwannasVP - GIS Sales, Middle East

Dr. Ashok KaushalSr. Divisional Director - GIS S/W Products

Mr. Louis Remedios- GISDivisional Director Services

Mr. R K VarmaDivisional Director - Admin. & Infrastructure

Mr. Tejinder P VohraVP- GIS, US

Mr. M K Govind- Corp. MarketingDivisional Director

Mr. Mike CochranVP - Rolta TUSC, USEPM,

160

CENTRAL AND REGISTERED OFFICE

CORPORATE OFFICE

Rolta Tower A,

Shaw Rolta Ltd.

Rolta Thales Ltd.

Rolta International Inc.

Rolta Technology Park,MIDC, Andheri (East), Mumbai - 400 093.Tel : +91 (22) 2926 6666, 3087 6543Fax : +91 (22) 2836 5992Email : [email protected]

21st Floor, Maker Tower F,Cuffe Parade, Mumbai - 400 005.Tel : +91 (22) 2215 3984Fax : +91 (22) 2215 3994

Rolta Tower C, Rolta Technology Park,MIDC, Andheri (East),Mumbai - 400 093.Tel : +91 (22) 3087 8000

Rolta Tower C, Rolta Technology Park,MIDC, Andheri (East),Mumbai - 400 093.Tel : +91 (22) 2926 6666, 3087 6543

Rolta Center,5865 North Point Parkway,Alpharetta, GA 30022, USA.Tel : +1 (678) 942 5000

333 E. Butterfield Road, Suite 100, Lombard,IL 60148, USA.Tel : +1 (630) 960 2909

USA.

80 Whitehall Drive, Suite #3,Markham, Ontario L3R 0P3,Canada.Tel : +1 (905) 754 8100

Suite No. 2, 100 Longwater Avenue,Green Park, Reading, RG2 6GP,United Kingdom.Tel : +44 (1189) 450 011

JOINT VENTURE COMPANIES

OVERSEAS SUBSIDIARIES

Rolta Tusc Inc.

Rolta Tusc Inc.

Rolta Canada Ltd.

Rolta UK Ltd.

SOA Center of Excellence215 Union Blvd.,Suite 400, Lakewood, Denver,CO 80228,Tel : +1 (303) 985 2213

North

South

BANKS

SOLICITORS

STATUTORY AUDITORS

IFRS AUDITORS

COMPANY SECRETARY

Delhi NCR

Chandigarh

Dehradun

Chennai

Bangalore

Hyderabad

Rolta Technology Park,Plot #187, Phase I,Udyog Vihar,Gurgaon - 122 016.Tel : +91 (124) 439 7000

SCO - 840, 2nd Floor,Shivalik Enclave,NAC, Manimajra,Chandigarh - 160 101.Tel : +91 (172) 273 0254 / 3728

2nd Floor, Raj Plaza,75, Rajpur Road,Dehradun - 248 001.Tel : +91 (135) 274 2474

Century Plaza, 6th Floor,561 / 562 Mount Road,Chennai - 600 018.Tel : +91 (44) 2432 9107, 2434 9634

Mittal Towers,'C' Wing, 8th Floor,47 / 6, M. G. Road,Bangalore - 560 001.Tel : +91 (80) 2558 1614 / 1623

105, 1st Floor,Golden Edifice,6-3-639, Khairatabad,Hyderabad - 500 004.Tel : +91 (40) 2330 6806, 2339 1083

Union Bank of IndiaBank of IndiaCentral Bank of India

Kanga & Co.


Grant Thronton

Dharmesh Desai

Rolta Benelux BV

Mumbai

Pune

Vadodara

Gandhinagar

Bhopal

Kolkata

Bhubaneshwar

Jupiterstraat 96, Building Pluspoint Nr. 2,2132 HE, Hoofddorp, Postbus 190,2130 AD Hoofddorp,Netherlands.Tel : +31 (23) 557 1916

Office No. 209-211, Building No. 9,P.O. Box 500106,Dubai Internet City, Dubai,United Arab Emirates.Tel : +971 (4) 391 5212

Al-Sulay Area,P.O. Box 68371,Riyadh 11527,Kingdom of Saudi Arabia.Tel : +966 (1) 242 1212

Rolta Tower A,Rolta Technology Park,MIDC, Andheri (East),Mumbai - 400 093.Tel :+91 (22) 2926 6666, 3087 6543

101, Mantri House,929, Fergusson College Road,Pune - 411 004.Tel : +91 (20) 2565 3772, 2567 8372

303 / 304 Concorde, 3rd Floor,R. C. Dutt Road, Alkapuri,Vadodara - 390 005.Tel : +91 (265) 235 2612, 232 2949

Plot No. 565 / 1, Sector 8 C,Gandhinagar - 382 008.Tel : +91 (79) 2324 1322

2nd Floor, Harrison House,6 Malviya Nagar, Raj Bhavan Road,Bhopal - 462 003.

501, Lords, 5th Floor,7/1 Lord Sinha Road,Kolkata - 700 071.Tel : +91 (33) 2282 5756 / 7092

47, Madhusudan Nagar,Bhubaneshwar - 751 001.Tel : +91 (674) 239 0190

Rolta Middle East FZ-LLC

Rolta Saudi Arabia Ltd.

INDIAN OFFICES

West

East

Documents

ROLTA INDIA LIMITED - London Stock Exchange · Rolta has built a solid business that reflects its established track record, empowered people, domain ... Photogrammetry capabilities