ROLTA INDIA LIMITEDANNUAL REPORT 2008-09

“There is nothing more marvelous than thinking of a new idea.

There is nothing more magnificent than seeing a new idea working.

There is nothing more useful than a new idea that serves your purpose.”

– Edward De Bono

Contents020506081012141618

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Vision and MissionChairman's StatementRolta is a leaderRolta starts with ideasRolta is shaping the future through technologyCollaborative PartnersBreakthrough InsightsGlobal Expertise and RelevanceRolta Stands ApartEnterprise Geospatial Information Solutions

Shareholder InformationEVA, Brands & HR ValuationsRatios and Ratio AnalysisDirectors' ReportCorporate Social ResponsibilityAuditors' Report on Consolidated FinancialStatementsConsolidated Financial Statements (Indian GAAP)Consolidated Balance Sheet & Profit and LossAccount (US$)Section 212Consolidated Financial(International Financial Reporting Standards)Auditors' Report on Abridges Financial StatementsAbridged Financial Statement (Indian GAAP)Corporate Governance

Business GroupDefense & Homeland SecurityEnterprise Design and Operation SolutionsBusiness GroupEnterprise IT Solutions Business Group

Risk ManagementManagement Discussion & AnalysisDirectors' ProfileBoard of DirectorsManagement TeamCorporate Information

Innovative

Technology

for

Insightful

Impact

ROLTA

0402

Rolta Vision

To continuously and provideknowledge-based IT solutions that deliverremarkable and lasting

in the way our world operates

INNOVATE

INSIGHTS

IMPACT

4 03

Rolta Mission

Develop solutions thatdramatically change the marketplace

Deliver valuable that enable the bestdecision making

Create relevant and measurable byalways executing with the end result in mind

INNOVATIVE

INSIGHTS

IMPACT

04

05

At times, fate, history, policies, actions and emotions, allmeet to shape a momentous turning point in man'sunending search for economic growth. So it was in theprevious year – we witnessed an unprecedented globaleconomic meltdown.

In an increasingly globalised world with free capital flows,countries, even outside of the developed economies weresignificantly affected with growth rates in nations likeChina and India also falling sharply.

Worldwide, Governments have responded to this crisis andit now does appear that the worst is behind us, stability ison the horizon, and economic growth is expected to reviveslowly but surely.

In these challenging times, Rolta has been able to performreasonably well with consolidated revenues growing 28%and consolidated PAT at 27.4%. Our continued success overthe past 27 years is fundamentally due to a clear focus andstrategy of constantly reinventing and transformingourselves.

We have consciously embraced change and simultaneouslyleveraged our inherent strengths. In other words, we haveretained the best while reinvented the rest. Our sustainedgrowth comes from the fact that Rolta businesses are notme-too in character. Using specialized domain knowledge,we have always looked beyond immediate opportunitiesand built businesses with a long term potential.

As a conscious approach, we start with ideas. Ideas for ourcustomers' unique opportunities. Ideas that result inInnovative technology. Innovative technology that providesbreakthrough Insights. Breakthrough Insights thatsignificantly Impact our customers and help them reshapetheir businesses. We believe that 'information' should notbe confused with knowledge. If we stopped at information,we would be like everyone else. We are different.

In our ongoing journey, we are reinventing the 'I' in 'IT' –

especially over the past 18 months, we have focused on

transforming our offerings. Rolta now provides

incomparable solutions based on a unique combination of

its own intellectual properties, which are built on

technologies that have been developed in-house and

acquired from world's leading companies, and

comprehensive services. This unique Rolta ability – of

providing innovative solutions that extract meaningful

insights from information and provide a deep impact, has

resulted in Rolta becoming a market leader, in its focused

segments, in India and a major player, worldwide.

Rolta solutions, now, simplify the intricacy of technology

and the complexity of operational decisions. For example,

ROLTA Geospatial Fusion is an exceptional solution that

enables instantaneous fusion of various disparate geospatial

and non-spatial databases and software applications for

generating real time reports resulting in the implementation

of a comprehensive decision support system for large

organizations. Similarly, cutting-edge, Rolta Earth Sciences

solutions provide next generation Geo-imaging and

Photogrammetry capabilities like knowledge based and

neural-network classification and automatic change

detection. ROLTA OneView is a very distinctive offering

for process and power industries that provides operational

excellence and high reliability. ROLTA iPerspective

(patent-pending in US) brings data integration to life, by

making information stored in disparate databases and

heterogeneous platforms securely available and re-usable

across the enterprise.

Over the years, Rolta has built a solid business that reflects

its established track record, empowered people, domain

knowledge, world-class infrastructure, enduring

partnerships, exceptional IPRs and healthy financials. As a

result, our capabilities have expanded significantly and

Rolta today serves markets that are much larger than ever

before.

We believe that we will continue to grow significantly,

thanks to our strategic positioning in specialized markets

i.e. Defense, Security, Government and Infrastructure,

which are expected to remain strong for decades. These

markets represent some of the most stable customers in the

world with strong cash flows and the ability to fund their

own investments.

At Rolta, we envision a better future and then design

technology to create that future. This is what makes Rolta a

different kind of company. Not an Information Technology

company, but a company that always goes above and

beyond. Beyond information.

TM

TM

TM

K. K. SinghChairman & Managing Director

October 22, 2009

Chairman's Statement

If ROLTA had stopped at “information,”it would be like everyone else —

ROLTA is a .leader

ROLTA is not

like everyone else.

06

07

Leadershipthrough innovation,insights & impact

Rolta's unique ability in providing innovative solutions thatextract meaningful insights from information, resulting indeep impact, has resulted in Rolta becoming a market leaderin its carefully selected business segments, in India and amajor player, worldwide.

The Company's sustained growth comes from the fact thatits businesses are not me-too in character. Using specializeddomain knowledge, Rolta has always looked beyondimmediate opportunities and built businesses with a longterm potential.

Rolta has over the years transformed its offerings and nowprovides exceptional solutions based on a uniquecombination of its own IPR (built on technologies that havebeen developed inhouse and acquired from world's leadingcompanies) and comprehensive services. These innovativesolutions solve real-world problems and make an insightfulimpact in it's customers' environments.

In the Geospatial business, Rolta enjoys a market share ofover 70% in India, for segments such as Infrastructure,Telecom, Electric, Airports, Urban Development, TownPlanning and Environmental Protection. Rolta is also one ofthe major providers of Geospatial services in the world.

The Company continues to lead this market segment bybeing a thought leader and providing very unique solutions,like ROLTA Geospatial Fusion . This distinctive solutionenables instantaneous fusion of various disparate Geospatial,non-spatial databases and software applications, forgenerating real time reports, resulting in implementation ofan exceptional decision support system for largeorganizations.

Rolta's Geospatial based 'Operations,' 'Intelligence' and'Logistics' solutions have been adopted as the standard byIndian Armed Forces, resulting in a dominant market share.These solutions, based on Rolta IPR that covers the fullspectrum of Earth Science applications; have been deployedacross the country and are being used by thousands of usersin active operations.

Rolta's Joint Venture with Thales, France Rolta ThalesLtd. (RTL) has significantly expanded the Company'scapability to provide state-of-the-art C4ISTAR solutions.Combined with the award of Industrial Licenses formanufacturing Defense equipment, Rolta is uniquelypositioned to addressing critical multi-billion dollarmodernization programs of the Indian Armed Forces, likeBattlefield Management Systems, Tactical CommunicationsSystems and Digital Soldier Systems.

Building on its own technologies and those available fromRTL, the Company has introduced comprehensive anduniquely integrated solutions for the Homeland andMaritime Security markets, which enable various securityagencies to proactively address and mitigate securitythreats.

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 major

TM

–

services providers worldwide. The Company's uniquecombination of Engineering and IT expertise enables it toprovide comprehensive solutions to EPCs and Owner-Operators, from 'concept to completion' and then forongoing operations.

For example, ROLTA OneView enables Owner-Operators throughout the process and power industries toview plant operations as one fully connected ecosystemand provides operational and reliability excellence. Thissolution is field proven and deployed successfully inmultiple refining facilities of one of the world's largest oilcompanies.

The Company's Joint Venture with The Shaw Group Inc. –Shaw Rolta Ltd. (SWRL), continues to grow from strengthto strength. Rolta is very well positioned to take advantageof opportunities opening up in the Indian nuclear powersector, by leveraging the strengths of SWRL and The ShawGroup Inc., a world leader in this field.

The Enterprise Information Technology Solutions (EITS)portfolio has undergone a paradigm shift during the year.The Company now addresses the enterprise-wide end-to-end needs of organizations, with its comprehensive rangeof solutions and services for large-scale ERP applications,sophisticated Database requirements, Business Intelligence(BI) and Agile SOA implementation that includesEnterprise Applications (EA), Business ProcessManagement (BPM) and Governance.

TM

For example, ROLTA iPerspective (patent filed in theUS), and ROLTA SOA Today allow Enterprises toquickly bring corporate strategy in line with business userneeds while modernizing/upgrading their IT systems. Byuniquely making information stored in disparate databasesand heterogeneous platforms securely available and re-usable across the enterprise, the solution provides apractical and cost-effective means to users to exploit thewealth of data locked up in their IT infrastructure andbrings tremendous value to stakeholders.

In recognition of its leadership, Rolta has been a recipientof numerous trade and industry awards. Forbes Global hasranked Rolta amongst the "Best 200 under a Billion" forfour times in six years. Rolta has been included in the S&PGlobal Challengers List 2008, by Standard & Poor's. ThisList identifies 300 mid-size companies worldwide that haveshown the highest growth characteristics along dimensionsencompassing intrinsic and extrinsic growth.

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

TM

TM

TM

Ideas for its customer’s unique opportunities.Ideas that result in new technology.Ideas that use technologies in a way that is unique to ROLTA

ROLTA starts with ideas.

ROLTA is

with technology.

innovative

08

09

Reinventing the

in“I” “IT”

At Rolta, innovation is at the center of everything it does.The Company is relentless in its quest to provide trulyvaluable solutions for its customers, based upon itsIntellectual Properties and market leading technologies.Solutions that simplify the intricacy of technology and thecomplexity of operational decisions. Rolta has builta culture of innovation based upon exceptional employeetalent, strategic alliances and focused investments.

Information helps inform. Insights transform business.At Rolta, information alone doesn’t mean much. TheCompany is driven to unlock previously inaccessible dataand innovatively combine streams of information in astructured and visual way to constitute key businessinsights that transform decision making.

Innovative technology itself is not the end game. It’s whattechnology does that matters. Rolta makes sure that itssolutions deliver meaningful impact to its customers’businesses. It strives for it, it engineers how to deliver itand it remains unsatisfied until it can measure the results.

Ever since its inception, Rolta has believed in being apioneer in the markets it serves and has sustained its path-breaking position in an uncompromising businessenvironment by prudently leveraging its unique domainknowledge.

It has institutionalized transformation of knowledge intoassets, which are, shared, exchanged and invested forcontinuous returns. It has evolved a highly successfuland time-tested strategy for gathering and disseminatingknowledge across its employees. Rolta's competentknowledge management processes ensure that itsbusinesses will continue to grow and strengthen theCompany's position in a competitive market place.

Knowledge management at Rolta is driven by a significantrole for investments in Research & Development (R&D)enabling the company to develop IPRs that uniquelyaddress the challenges of an ever-changing businessenvironment.

At Rolta, there is a strong emphasis in the absorptionof the technologies developed and acquired; a selectiveevaluation of emerging technologies; the prudentidentification of gaps between market requirements andavailable technologies; resulting in the development ofinnovative interlinked processes and enhancement ofRolta's knowledge pool.

At Rolta, knowledge is not locked in the minds of a few.It is liberated as soon as it is created. Knowledge iscontinuously passed on to employees along with specifictechnology and domain specific training, to renew theircompetencies and skills.

After successful completion of each project, its bestpractices are pooled and translated into a comprehensivetraining program and imparted to all its engineers. Thismakes every subsequent similar project better in qualityand quicker in execution. Rolta trains its engineers on a

range of technology skills and makes them undergorigorous internal certifications and skill enhancements,which builds not only their proficiency, but also credibilityamongst its customers.

In response to the market’s ever changing needs and to fuelthe Company’s growth momentum, Rolta continues toconsciously focus on acquiring companies with world-classIPRs, pure technologies and transfer of technology from itsdiverse partners, to constantly move up the value-chainand provide a better value proposition to its customers.

Over the years, Rolta has developed thousands ofexceptional registered IPRs. These highly valuable IPRshave enabled the Company to not only provide its servicesmore cost effectively, but also provide a competitiveadvantage while offering complete solutions. TheCompany has transformed itself from being largely acomprehensive services player to an integrated solutionsprovider, based on Rolta’s IPR.

To ensure that Rolta is able to stay at the cutting-edge oftechnology, the Company has set up state-of-the-art‘Centers of Excellence’ worldwide, equipped withinfrastructure and facilities that match global norms.These Centers provide the necessary combination ofinfrastructure, domain expertise and specialized skills todevelop unique market oriented solutions. The Company’sworld-class international accreditations include: ISO9001:2000, ISO/IEC 20000-1:2005 and ISO 27001:2005.The company was assessed at Maturity Level 5 of theCapability Maturity Model Integrated CMMI SW Ver 1.1in 2006. Rolta is now engaged in upgrading to MaturityLevel 5 of Ver 1.2.

Few companies worldwide have the specialized domainknowledge that Rolta possesses. Knowledge that's beendeveloped through resident expertise, acquisitions and thestrengths of its global technology partners. Knowledgethat has been honed due to its own vast experience ofmeeting customer needs for over two decades across theglobe.

Rolta's ability to constantly transform and re-invent itself,to remain relevant in the face of relentlessly changingtechnologies & market needs and yet remain focused on itscore competencies is the fundamental reason for theCompany's long-term success.

Rolta will continue to innovate, offer insights andprovide measurable impact, so that its stakeholderscontinue to benefit from its knowledge and technology.

10

People with innovation in their blood.

ROLTA is shaping the

through technology.future

ROLTA believes that “information”

should not be confused with

knowledge.

A belief that is the foundation of its growth.

y.

0611

People are at the heart of Rolta. Roltaites take staticinformation and transform it into dynamic insights.Insights that lead its customers to make insightfuldecisions. Insightful decisions that deliver lasting impact.

Leveraging information, transforming knowledge andbuilding innovative solutions, is a challenge every Roltaitecherishes. Thinking ahead innovatively and creating newsolutions from existing information is ingrained in thepeople at Rolta.

Over the years, Rolta has evolved along with its people, itscore strength and the cornerstone of its success. Rolta ismanaged by a committed team of professionals consistingof domain experts, engineers, finance, marketing andmanagement professionals, most of who have remained andgrown with the company for over a decade.

Rolta has protected its rich intellectual capital with a verylow attrition, incentivized through a remunerationstructure that is at par with industry standards andbenchmarked to the requirements of a dynamicmarketplace.

A series of regular formal and informal meetings andreviews fosters closer interpersonal communication andblurs the lines of domains and markets between the variousteams. This promotes a homogenous culture based on theprinciples of learning, sharing and caring.

Rolta has constantly evolved its workplace to ensure that itremains the employer of choice, and attracts the bestavailable talent with an objective of further enhancing itscapability to innovate and deliver insightful solutions. Thisway, Rolta remains the solution provider of choice, for themarket segments that it addresses.

This was validated recently by the Dataquest-IDC IT BestEmployer's Survey 2009, where Rolta’s Human Relations(HR) was recognized as the best in the industry and wasranked 1 amongst a wide spectrum of IT companies inIndia.

Rolta was ranked 3 Best Employer in the Indian IT sectorin the overall ranking. This ranking was based on acomposite score for HR and Employee Satisfaction. TheSurvey was conducted in the form of personal interviewswith over 2,900 employees from numerous leadingorganizations. Rolta has improved its standing from acommendable 4 position in the previous year.

The survey also ranked Rolta amongst the Top 3 inparameters such as Culture & Environment; Job Content /Growth Opportunity; Training, Salary & Compensation;and Leadership & Colleagues.

In ranking Rolta, Dataquest-IDC stated, “As the companyhas been serving the high-end of the value chain and isgetting into unique business areas through recentacquisitions, it is focusing on imparting knowledge oncutting edge technology and sharing its business acumenwith the new entrants.”

st

rd

th

Rolta has a philosophy of promoting from within theworkforce, supplemented by specialists as needs arise.More than 75% of the 4,500+ company's professionalsare equipped with relevant engineering, postgraduate orPhD degrees, necessary to deliver competent customersolutions, and over 25% of these professionals have morethan 15 years of relevant experience.

To continue to motivate these highly-charged individuals,Rolta has instituted dynamic performance incentives forhigher productivity, and has in place an attractiveEmployees Stock Option Plan scheme.

A continuous training, cross-training and skill updationdiscipline has helped build skills / expertise in line withthe evolving demands of the marketplace. This hascontributed in creating an environment of motivatedprofessionalism among Roltaites, thereby enhancingemployee satisfaction and retention.

Rolta invests continually in providing domain specific andtechnology training to its engineers, based on IPRs thathave been developed in-house, acquired from around theworld and from its partners, thereby continuously honingthe skills of its engineers, leading to a constant build-upof expertise. Rolta trains its engineers on a range oftechnology and domain skills to fulfill its customers'demanding requirements.

Commitment, motivation, enthusiasm and willingness togo the extra mile, represent the characteristics of a typicalRoltaite. Rolta continues its endeavor to motivate everyRoltaite to contribute even more through a work-environment that fosters creativity and innovation.

Rolta has significantly strengthened its managerial teamsworldwide by inducting very high caliber professionals inmanagement positions in various geographies and verticalsegments.

The company possesses more than 11,000 person-yearsof management experience and more than 42,000 person-years of overall experience. According to the latestreport, Rolta's Human Resources are valued at Rs.136.44Billion (details available elsewhere in this report).

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

Roltaites

create

a lasting impact

12

ROLTA joins forces and collaborates across the worldto develop the possible.best solution

Collaborative Partners

s

13

Rolta firmly believes that it will be able to achieve its goalsby adopting a partnership-driven approach that includesnot only organic growth, but also strongly focuses on jointventures and acquisitions.

Rolta's leadership across various businesses segments is aresult of its strong partnerships with world leaders and keyacquisitions. This strategic approach has helped transformthe Company, enabling it to deliver stronger customervalue and strengthening its presence in a competitivemarketplace.

Over the years, Rolta has established strong partnershipswith industry leaders. These partnerships have helpedRolta develop a deep understanding of internationalgeographies constantly evolving technologies to capturethe higher end of the value chain and provide unbeatablesolutions to customers.

Shaw Rolta Ltd (SWRL), Rolta's Joint Venture with TheShaw Group, USA, one of the world's leadingEngineering, Procurement and Construction (EPC)companies, provides engineering, design, procurementand construction management services for large projects inthe oil, gas, refinery, petrochemical, conventional andnuclear power sectors.

SWRL builds upon The Shaw Group’s technologyinnovation and prowess in addressing these sectors and isalso very well placed to capture the huge opportunitiesfrom the emerging nuclear power sector by leveraging thestrengths of The Shaw Group, a world leader in nuclearpower, who also has a strategic stake in Westinghouse – aworld leader in manufacturing nuclear reactors.

Rolta Thales Ltd (RTL), Rolta’s Joint Venture with Thales,France, provides state-of-the-art C4ISTAR and GOVINTsystems. Thales is a world leader in mission-criticalinformation systems for the Aerospace, Defense andSecurity markets. Leveraging Rolta’s dominant position inthe Indian market, its Defense Industrial Licenses andtaking advantage of transfer of technology from Thales,RTL is strongly positioned to address the significantlylarge markets in India and internationally.

Rolta’s acquisition strategy is clear and focused. It willacquire companies, business divisions or technologies –that are at the cutting-edge, synergistic with its lines ofbusinesses, have an established track record, give Roltaaccess to new markets, are culturally compatible, enablethe Company to move up the value chain and are accretiveto shareholder value.

In line with this philosophy, Rolta has made variousstrategic acquisitions. For example, the Company acquiredOrion Technology Inc., a Canadian software andintegration company specializing in Enterprise web-GISsolutions. This acquisition enables Rolta to distinctivelyposition itself as a provider of spatial integrationconsulting, software, and implementation services forglobal markets; for customers who have a growing needfor innovative, web-based, platform-neutral Geospatialsolutions to efficiently integrate their GIS resources tomeet the information needs of their constituents.

The Company’s cutting-edge Earth Sciences solutions arebased on an exceptional combination of Rolta’s existingrepository of Intellectual Property (IP) and keytechnologies acquired at the source code level from various

companies worldwide. Rolta’s Earth Science solutionsprovide some of the most advanced geoimaging andphotogrammetry capabilities, including – knowledge-basedand neural-network classification, automatic changedetection and next generation stereo imagery ingestion,triangulation, DEM, orthophoto generation and mapfinishing, from multi-sensor satellite and aerial imagery.

Through the acquisition of TUSC, a US based companyhaving a global reputation as a source of unsurpassedexpertise in high-end consulting for large-scale ERPapplications, Fusion Middleware and core DatabaseTechnology based on Oracle Applications; the Companynot only gained significant expertise, but also acquiredadvanced Intellectual Property, such as for data mining,visualization, instant SOA, etc.

The acquisition of WhittmanHart Consulting (Infinis), theconsulting Division of WhittmanHart Inc., has broughtconsiderable strengths to Rolta, due to its established trackrecord in Oracle's Hyperion products and major focus onEnterprise Performance Management (EPM), therebystrategically positioning the Company to address theBusiness Intelligence domain on the Oracle database andapplications layers.

With the acquisition of Piocon Technologies Inc., Roltahas acquired a comprehensive decision support platformand modules that enable executives to transform theirorganization from isolated and reactive groups intointegrated cross-funtional and collaborative problemsolving teams. ROLTA OneView delivers innovation,insights and impact for refining, upstream oil,petrochemical and power industries, by collecting,cleaning and sharing asset performance data.

Rolta has uniquely combined the IPRs it has gained due tothese acquisitions, not only with its existing bank of IPRs,but also with each other, to introduce state-of-the-art andunique solutions for the markets it addresses. ROLTAGeospatial Fusion is a typical example of a solution thatcombines technology from within Rolta and variousacquired entities to deliver an unbeatable value-propositionfor customers.

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

TM

TM

offer

Partnership

with

world leaders

14

ROLTA delivers insights that have the power to significantlyimpact its and reshape their businessescustomers

Breakthrough Insights

15

Rolta creates relevant and remarkable solutions, byunlocking inaccessible information, transforming it andbringing insights. Through the breadth of its expertise andthe depth of its knowledge of its customer’s businesses,Rolta delivers solutions that lead to superior decisionmaking that have meaningful impact. This is what makesRolta invaluable to its customers.

Rolta's ability to combine and transform its domainknowledge, IPRs and deep understanding of customerneeds into innovative solutions, enables it to meet the mostdemanding mission-critical requirements of the segments itserves, worldwide.

Since its inception, Rolta has earned an enviable reputationfor path-breaking solutions, provided to a wide cross-section of conglomerates across the globe, from Fiji in theeast, to the US in the west. Rolta's remarkable successes insuch projects, has resulted in a slew of new project winsacross the global market and an envious dominatingpresence in the domestic market.

Rolta has judiciously invested in people, technology &infrastructure to exploit & serve emerging opportunities.Rolta operates at the high-end of the value-chain byfocusing its resources on its customer’s mission-criticalprojects.

Rolta provides catalysts for raising productivity within itscustomer’s environments, thereby transforming theirbusiness. The Company goes much beyond providingcontracted deliverables and works shoulder-to-shoulderwith its customers on their live projects for timelyexecution, so that they derive full value out of theirinvestments. Rolta's deep insight into its customer’s needshave enabled it to recommend solutions and services thatrepresent attractive long-term value, as opposed totemporary, quick fix alternatives.

Rolta's widespread operations have firm roots in India andit draws its strengths from a dominating presence in thevast home market. This empowers it to sharpen, enhanceand transform its offerings for the international marketsand also judiciously optimize resources across operations.

Rolta derives over 50% of its revenues from the domesticmarket. This enables Rolta to participate in India's growthstory and mitigate currency risks. More importantly, Roltaoffers mission-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 enjoys long-term relationships with its customers.Many have been with the company for over two decades.Not only have these customers given repeat business yearafter year, they have also served as excellent reference sitesfor new business, by being extremely appreciative ofproducts and services provided by Rolta.

Rolta's solutions and rigorous quality control processeshave ensured that projects are completed to exactingspecifications - ahead of schedule. The result: Roltaprovides tremendous value and enjoys long-term

relationships with its customers. Today Rolta has a hugebase of satisfied customers and has executed multi-milliondollar projects in over 40 countries.

Over the years, Rolta has earned an enviable reputation forpath-breaking solutions it has provided to a host of globalcustomers - a virtual “Who's Who” of leaders in theirrespective fields: 3M , AAI, ABB-Lyondell, ADNOC, AirLiquide, Aker Yards, Alsthom Power, American Express,ARAMCO, ATOS Origin, BASF, Bayer, Bechtel, BEST,Bell Canada, BHEL, British Telecom, BSNL, CEGELEC,CWC, CESC, Chevron, CSEB, Department of Defence,Devon Energy, DRDO, Deloitte and Touche, Doosan,Dow Chemicals, Dow Corning, Emerson Process, EnercoGas, EIL, E-ON, Equate Petrochemicals, Essar, EsteeLauder, EBM, Endurance, Entegee, Euro Bank, Exim Bank,Exxon Mobil, Federal Reserve Bank, Forest Survey of India,FEDO, Fiji Telecom, Florida Power & Light, Flour Daniel,Fujitsu, Greenville Utilities Commission, Greater BayBancorp, GE GASCO, Georgia Power, GT Oman, GPCB,Hitachi Data Systems, Hoechst Celanese, HPCL, HSBC,IDBI bank, Indian Air Force, Indian Army, Indian Navy,IOCL, Jacksonville Electric Authority, Jacobs H&G, JohnDeere, John Hopkins, Jubail, Kashima Oil, KNPC,Kvaerner, Louisville Gas & Electric, Logitech, L&T Group,Lanzou Petrochina, Linde, Litwin, Lurgi, Ministry ofDefence India, Ministry of Interiors Saudi, Mitsui,Montana Dakota Utilities, MTNL, Mumbai Police,National Hydrographic Office, Natural Gas Corporationof New Zealand, NanaClot, National Gird, NRSA,Northop Grumman, Nova Chemicals, NPCIL, NTPC,Oman Wastewater, Oranjewoud, ONGC, Orlando Health,Piedmont Natural Gas, Public Garden Department (AbuDhabi), Purdue University, PDIL, Petrobras, Petrofac,Pfizer, QAPCO, Qatar Water, Q-Chem, Reserve Bank ofIndia, Rexroth, Rochester Gas & Electric, RockwellAutomation, RJ Reynolds, Rajasthan Police, RelianceIndustries, Reliance Infrastructure, Rolls Royce, Sharq,KSA, Saipem, Samsung, Saudi Electricity Company, SaudiTelecom, 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,UK Ordnance Survey, United Airlines, United Olefins, USWEST, Vito Engineering, Valdel, Verizon, Vodafone ,Walmart, Webasto, WGI, York International, Yansab, andmany more companies worldwide.

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

Customer success

is

Rolta success

World-wide presence adds tremendous value tocustomer’s business no matter where they are.

Global Expertise

and Relevance

16

Founded in 1982, Rolta has from the very beginningunderstood, accepted and implemented the basic tenet oftransformation: "change is the only constant". Throughthe intelligent extension of the expertise and knowledgeacquired in one business, Rolta has successfully launchednew businesses. This is a Rolta specialty.

To remain relevant, the Company has continuouslytransformed - from being a data processing center in itsinfancy; to providing onsite software services in its earlyyears; to pioneering leading the CAD/CAM/GISmarket in India; to being amongst the top players inproviding Geospatial and Engineering services globally; todominating the Indian GIS, EDA and Defense Geospatialmarkets; to acquiring specialized technologies andstrategic companies/divisions; and to now becoming astrong player in the Infrastructure, Government, Defense& Security markets by providing innovative solutionsbased on Rolta’s IPR.

Rolta has always looked beyond immediate opportunitiesof the moment to create businesses with long-termprospects and relevance. Rolta has built a solid businessthat reflects its established track record, empoweredpeople, domain knowledge, world-class infrastructure,enduring partnerships, exceptional IPRs and healthyfinancials. Over the years, Rolta's capabilities haveexpanded significantly, and as a result the Company todayserves markets that are much larger than ever before.

As customer requirements have evolved, the character ofRolta's business has also transformed from largely acomprehensive services provider to an integratedsolutions provider, based on its own IPR, encompassing acustomer's comprehensive enterprise wide needs, fromconcept-to-completion.

To sustain India's strong GDP growth, investments inIndia's infrastructure are expected to exceed US $ 1Trillion in the mid-term. Geospatial technology and datawill be required to play an important role fordevelopment, especially in sectors such as airports, ports,highways, bridges, town planning, municipal,environmental, utility distribution, etc. With itsleadership position in the Geospatial segment and itsunique IPR, Rolta is very well positioned to address thislarge opportunity.

The Indian Defense and Homeland Security sector hasemerged amongst the top spenders worldwide, withCAPEX over the next 5 years estimated at US $ 50 Billion.Rolta is now addressing huge opportunities arising fromthe key modernization programs of the Indian ArmedForces, Para-Military, Police Forces and MaritimeAgencies.

Rolta's dominant position in the market, combined withthe strengths of its Joint Venture with Thales puts it in anextremely unique position to address these strategic

and

programs. A major focus of the Ministry of Defense is theidentification of local industries for indigenizedproduction, and with the award of Industrial Licenses toRolta for manufacturing Defense equipment, necessarysteps are being taken to move forward in addressingadditional opportunities, especially for sophisticatedequipment and systems in Maritime, Aerospace, ElectronicWarfare, Optronics and Communications.

Both, conventional power generation and refiningcapacities are expected to double in the next decade, inIndia. Additionally, it is envisaged that almost 40,000 MWof power generation capacity will be added throughnuclear energy in India. Business Monitor Internationalreports that over a 10 year period ending 2018, Oilproduction will increase 12.3%, while Oil consumptionwill increase 46.8% and Gas production 67.3%, in India.

Rolta is uniquely positioned to address the hugeopportunities in these sectors, by capitalizing on its uniquesolutions for owner-operators and by leveraging the JV ithas with The Shaw Group. The Shaw Group is a worldleader in nuclear power and is executing multiple projectsto maintain nuclear power plants in US andChina.

build and

Relevance

key to success

17

According to a recent NASSCOM report, the local IndianIT services market is estimated at US$ 50 Billion while theoff-shoring market is estimated at US$ 175 Billion by 2020.Outsourcing of Engineering services is expected to crossUS$ 60 Billion by 2020. Rolta's acquisitions over the pastcouple of years, its resultant global footprint and trackrecord, along with its innovative off-shoring model givethe Company a unique positioning in this large market.

Rolta's pipeline of opportunities is growing and itsachievements have positioned the company at thethreshold of a new growth era. There has been reasonableall round growth in the Company's Revenue andProfitability, year-on-year. Consolidated Revenue hasgrown by 28.0 % from Rs. 10.72 Billion to Rs. 13.73 Billionin 2009; Consolidated Profit Before Tax has grown by24.1% from Rs. 2.68 Billion to Rs. 3.33 Billion in 2009;while Consolidated Profit After Tax has grown 27.4 %from Rs. 2.30 Billion to Rs. 2.94 Billion in 2009. Rolta'scash in hand as on June 30, 2009 was over Rs. 1.73 Billion.

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

offer

At

we envision

a better future,

and then design

technology

to create

that future.

ROLTA,

18

19

Not an Information Technology company.

But a company that always goes above and beyond.

Beyond information.

This is what

makes

a different

kind of

company.

ROLTA

Enterprise

Geospatial

Information

Solutions

20

Innovation Technology

Insights Technology

Impact Technology

Rolta envisions a world where spatial data, business dataand analysis converge, without the nightmare of customprogramming and replacement of legacy applications. Aworld in which businesses assimilate, analyze and visualizecomplex relationships, operational status and trends inseconds, not days. A world in which informationaccessibility is no longer the constraint to informeddecisions. This is the world of remarkable technologyinnovation, a world enabled by Rolta's EnterpriseGeospatial Information Solutions.

Rolta understands that insights happen when you can seethe world differently. Rolta specializes in the convergenceof spatial data, imagery, business data, network topologies,asset data, operational status and event data. As thesetypically diverse and isolated information sources areconverged, new relationships emerge, new patterns andtrends are visible and new levels of real-time operationdecisions are made possible.

In our physical world, a huge impact can be created when asufficiently large object traveling at a high rate of speed isexactly focused on a target. ROLTA Geospatial Fusionprovides impact for business and governments. Spatial andbusiness information convergence amplifies the insightsthat can be visualized. The speed of decision making isaccelerated because of Rolta's integration technologies andthe rapid configurability of its solutions. Benefits arerealized as organizations use ROLTA Geospatial Fusionto focus on gaps in operational work processes.

TM

TM

21

Rolta provides dramatic

insights through

innovative fusion of

business & spatial

information.

At all levels, decision makers today, needGeospatial information, based on updated andreadily available data and maps to make effectivedecisions for decisive action. Data, informationand knowledge are fundamental to informationeconomy. They offer additional value andgreater applicability when they can berepresented spatially. Digital maps providespeedy access, analysis and management ofspatially referenced information.

Enterprise Geospatial Information Solutions(EGIS) are no longer tools only for technologyspecialists, but have become critical for decisionmaking across various types of organizations.

Governmental agencies use enterprise data in aspatial context to make intelligent operationaldecisions. This leads to governments that runmore efficiently, with an enhanced ability toeffectively manage assets, reduce risk, complywith regulations and oversee their fiscalresponsibilities.

For example – Utility and Communicationservices are improved through spatialintelligence and the accuracy of networkinfrastructure documentation; EconomicDevelopment Agencies are enabled to attractnew businesses and establish a competitiveposition based upon the power of spatiallyintegrated information; Transportation andother infrastructure-focused agencies areempowered through spatial intelligence toimprove the management of capital projects andassets.

Heterogenous business processes across variousdivisions of an enterprise are becomingincreasingly interdependent. Users from varioussections are demanding that information

22

residing in disparate data sources and platforms, bepresented in a comprehensive & meaningful fashion,consequently, enabling more effective decision-making.There is an increasing need for such information to berequired to be Geospatially referenced as well, in order tofacilitate assimilation of complex business intelligence data.

What is, therefore, needed is a fusion of Geospatial datawith relevant non-Geospatial information, and then topresent user-specific results over the enterprise-wideIntranet, or over the Internet. This approach is relevant toall types of enterprises, especially in Defense, Government,Infrastructure, Transportation and Utilities, etc.

The breadth of Rolta’s Enterprise Geospatial applications iscontinually expanding to encompass newer areas. Today,Rolta EGIS solutions are being increasingly exploited formyriad uses. From modeling urban environment,transportation corridors, land-use analysis and taxmanagement, to mapping flood plains, assessing geologicalhazards, crop monitoring, watershed management, etc.

Rolta's innovative solutions enable customers to extractinsights through a spatial view of business and operationaldata. These insights generate a significant impact onoperational performance. Through innovative fusion ofbusiness data and spatial information, Rolta provides newinsights that strengthen strategic and operational decision-making and deliver great impact to a diverse range of useragencies.

ROLTA Geospatial Fusion , based on the Company's ownIPR, is an innovative, world-class solution and framework,which fuses the information, applications and processes ofan enterprise into a seamless, cohesive solution. GeospatialFusion extends the value of legacy systems, GIS andexisting investments in data and enterprise businessapplications by enabling cross-functional integration andcreating spatial business and operational intelligence. Bybringing together information that was previously hidden,and by making it available in a context appropriate for any

TM

level of decision-making, performance can be measurablyimproved.

This high-impact solution complements traditional datawarehouse systems by eliminating data redundancy andproviding information from enterprise systems whenever it'srequired. The configurable capability of ROLTA GeospatialFusion supports a rapid prototyping approach thatprovides immediate results through incrementaldevelopment. The Geospatial Fusion framework configuresquickly and combines the capabilities of availablecommercial GIS and business systems with Rolta's uniqueintegration technologies, ensuring rapid deployment.

The Company's cutting-edge Earth Sciences solutions arebased on an exceptional combination of Rolta's existingrepository of Intellectual Property (IP) and keytechnologies acquired at the source code level from variouscompanies worldwide. Rolta Earth Science solutionsprovides some of the most advanced Geoimaging andPhotogrammetry capabilities, including knowledge-basedand neural-network classification, automatic changedetection, next-generation stereo imagery ingestion,triangulation, DEM, orthophoto generation and mapfinishing, from multi-sensor satellite and aerial imagery.

Rolta provides specialized services and solutions for datacapture and integrity checks, especially for Remote Sensingbased thematic mapping using multispectral andhyperspectral satellite data, Photogrammetric mappingusing aerial and multi-spectral satellite images, and LiDARprocessing. Other solutions and services include 3D Terrainmodeling, orthophoto creation, digital cartography, basemap creation and updation, 3D GIS creation, analysis andvisualization, etc.

In the EGIS segment, Rolta enjoys a market share of over70% in India, and provides comprehensive solutions toverticals such as Infrastructure, Telecom, Electric, Airports,Municipal Urban & Regional Planning / Development,Environmental Protection. Rolta is also one of the major

TM

23

decision-making and deliver great impact to a diverserange of governmental, utility, communications,economic development and transportation agencies.Today, with over several thousand man-years ofGeospatial technology experience, Rolta is stronglypositioned to provide high-value specialized EGISsolutions enabling it to make an unbeatable valueproposition with the maximum possible impact on itscustomers around the world.

Rolta's customer base for the EGIS business group isspread over 20 countries worldwide.

Rolta's customer list includes Dubai Municipality, Al AinMunicipality, Military Survey Abu Dhabi, AirportsAuthority of India, Civil Aviation (Abu Dhabi), BahrainTelecom, BES&T, British Telecom, Bord Gais, BellCanada, BSNL & MTNL, National Hydrographic Office,Danish Hydrographic Office, Canadian HydrographicOffice, Central Water Commission, CESC, City ofMainz, City of San Jose, City of Toronto, CSEB, NasikMunicipality, BMRDA, KNDA, BKDA, BDA and DallasAerial Survey, Enerco Gas, E-ON, Fiji Telecom, Surveyof India, Forest Survey of India, Geological Survey ofIndia, Georgia Power, Greenville Utilities Commission,Gujarat Pollution Control Board, Water & LandManagement Institute, Government of Mizoram, GTOman, Hong Kong Telecom, Indian Institute of RemoteSensing, Louisville Gas & Electric, Montana DakotaUtilities, Mumbai Police, Chandigarh Police , RajasthanPolice, Jammu & Kashmir Police, Natural GasCorporation of New Zealand, National Remote SensingAgency, ONGC, Oranjewoud, Qatar Water, PiedmontNatural Gas, Public Garden Department (Abu Dhabi),Qatar Water, Rochester Gas & Electric Service, SaudiTelecom, Southern Bell Corporation, Torrent Power,Toronto Hydro, Telus, United Pan-EuropeanCommunication, UK Ordnance Survey, US WEST,Verizon, amongst others.

Customers

providers of Geospatial services worldwide. Rolta's GISdevelopment centers in Toronto and Mumbai workclosely together to continually innovate and enhancethe Company's suite of EGIS solutions. Rolta's in-houseTechnology Laboratories enable the Company'ssoftware development professionals and technologyexperts to always have access to state-of-the-arthardware and software tools, and exposure to latestindustry trends so as to ensure that Rolta's productsremain at the cutting-edge.

Rolta has executed several large value GIS projects inover 20 countries across the world, from the Fiji Islandsto Hawaii. As a result, today Rolta has acquired awealth of domain knowledge and experience in EGISand is able to successfully execute even the mostchallenging of projects. Rolta, today offers high-endconsulting services to enable customers to realize themost out of, not only their investments in GIS systemsper se, but also through the integration with otherenterprise systems.

Rolta's delivery center in Mumbai is one of the largestGIS facilities of its kind, with a highly skilled anddedicated team of over 2,000 technical professionals,equipped with state-of-the-art GIS workstations andsoftware and Photogrammetric mapping suites.

Over the years, Rolta has exploited its extensivedomain expertise to establish a library of over athousand software toolkits for automation and qualityassurance of the work-flows. Rolta has acquired awealth of experience and an impressive track record inimplementing sophisticated systems for telephone,electric, gas and water utilities as well as Government,municipal and transportation agencies in India andglobally.

Through innovative solutions, for example withROLTA Geospatial Fusion , Rolta provides newinsights that strengthen strategic and operational

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24

27

Consulting andCustomization

•

•

•

•

•

•

Utilities and CommunicationsEnvironments & Transportation GISLand Records & Land Information System (LIS)Municipal & Urban Development PlanningProcess Re-engineeringCross Platform data migration

Portfolio of

EGIS

•

•

•

•

•

•

•

GIS database CreationDatabase Modeling / Data MigrationThematic Mapping-Subsoil, Forest Cover, Land use, ZoningGIS Data MaintenanceManaged & Subscription based GIS ServicesGIS Analysis & Document ManagementMap Chart Finalizing & Publishing

Technical Services

ROLTA Geospatial Fusionsolutions

TM

•

•

•

•

•

•

Geospatial Communication Operations Support SystemGeocentric Executive Dashboards / Business Intelligence & ServiceManagementWeb Based Asset Management / Enterprise Data Access & Work flowAutomationMobile Geospatial SolutionsSolutions for eGovernance including Customer Service / Public InterfacePortalsSpatial Visualization

Rolta Photogrammetryand Imaging solutions

•

•

•

•

•

•

•

•

Aerial Photography (Digital and Analogue)Analogue Film ScanningAerial and Satellite triangulation and block adjustmentBase Map Creation and Updation - Satellite or Aerial3D Terrain/Surface ModelingLiDAR Data Processing and ClassificationOrthophoto CreationRemote sensing – Multi-spectral, and Hyper-spectral

25

Defence

and

Homeland

Security

32

Innovation Technology

Rolta realizes that as the security environment evolves, newchallenges will develop, and along with them the needs forattaining new capabilities. Geospatial information isindispensable for Defense & Security forces for intelligent,and updated situational awareness, during peace or war.Rolta's Military-off-the-Shelf (MOTS) solutions employinnovative technology linking operational needs withGeospatial data. Building on this foundation Rolta offersCommand, Control, Communications, Computers,Intelligence, Surveillance, Target Acquisition andReconnaissance (C4ISTAR) solutions for the complete'sensor to shooter’ chain.

Insights Technology

In addition to conventional warfare, security forces acrossthe world are now required to actively address counterinsurgency operations. Every day, enemy forces and anti-national militants are creating new and asymmetrical threats.Rolta has worked closely with the Armed and SecurityForces for more than two decades and has gainedtremendous knowhow and valuable insights of theirspecialized requirements, and knows what it takes to providesecurity agencies with the necessary support andtechnology.

Impact Technology

The tremendous insights gained from close proximitysupport in conflict zones under extremely demandingconditions have led Rolta to evolve its offerings into a rangeof C4ISTAR solutions to address the entire spectrum ofchallenges faced by the Forces and Security Agencies. Roltahas deployed mission-critical solutions that have empoweredthe Armed Forces and Security Agencies to succeed in theirobjectives of making the world a safer place.

33

34

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,which emerges victorious. The era of NetworkCentric Warfare is here with its precision sensors,battlefield management systems and effectors.

India is also looking to rapidly modernize itsArmed Forces to derive the maximum benefitsfrom state-of-the-art, cutting-edge Militarytechnology and has increased its budget, for theDefense and Homeland Security segment,significantly.

With the advent of Digital Mapping/GeographicInformation System (GIS), the techniquesemployed in mapping have undergone a seachange. While earlier, maps were entirely based ontraditional land surveying techniques; today thetechnologies of Aerial Imaging and SatelliteRemote Sensing have revolutionized thetechniques of mapping thereby generating agreater demand for Rolta's solutions.

Military Commanders, now working in the"digital" battlefield environment, are utilizingGeospatial information, based on "intelligent"digital maps and Geospatial data, enabling them tomake effective command and control decisions inthe field. Thus, existing Geospatial data &technology in the Defense Forces, provides thevery foundation on which the future C4ISTARsolutions would be built.

Low intensity conflicts between terrorist/anti-national elements are growing all over the worldand India is one of the worst affected countries.The increasing instances of terror attacks in themetropolitan cities and rapid transportationsystems that have been experienced in the past

Assisting the Armed

Forces with innovations &

insightful solutions to

gain an unbeatable

advantage in the Digital

Battlefield

35

require measures of a more profound nature. They requiresolutions comprehensive in nature that would be able todetect intrusions through electronic sensors, receive andanalyze all inputs received through diverse means in realtime, extract the relevant information and produce it inthe desired formats, alert the Security Forces and permitcommunications that are secure.

With the increase in anti-national and terrorist activity inurban areas, the Ministry of Home Affairs has launched aPolice Modernization program to ensure that the StatePolice are equipped to handle such situations. Along withthe land borders, India's vast coastline of 7,500 kms alsoneeds to be protected. The Coastal Police, Coast Guardand Navy complement each other in providingcomprehensive Maritime Security.

The Ministry of Defense's policy regarding "offsets"makes it mandatory for foreign organizations supplyingdefense equipment above certain threshold values toundertake obligations to obtain equipment/services fromIndian companies up to a percentage of the contract value.This provision will further drive up the demand fordefense related solutions and services provided by Rolta.

As a dominant market leader for Defense Geospatialsolutions in India for over two decades, Rolta today has adeep understanding of the operational environment of theForces and continues to design innovative solutions. Roltahas worked closely with the Army in warlike situationsand provided support under extremely demandingconditions. Rolta's strength lies in its level ofcommitment, as was demonstrated by its participation inthe Army's "Operation VIJAY", "Operation PARAKRAM",and in several other major exercises.

In response to increased demand from the Forces foradvanced MOTS systems, Rolta has lined up animpressive array of highly responsive and reliable systemsfor Defense & Homeland Security environments. Theserugged field-tested solutions meet and exceed the most

exacting of the norms prescribed by the Forces/Securityagencies.

Rolta is uniquely positioned to offer solutions coveringthe entire range of Command, Control,Communications, Surveillance, Target Acquisition andReconnaissance (C4ISTAR) systems to meet the moststringent requirements of Defense Forces. Rolta's yearsof experience in Geospatial solutions for Operationsand Intelligence, coupled with the strategic jointventure with Thales, results in a comprehensiveportfolio of top of the line solutions for the DefenseForces and Security Agencies. The Transfer ofTechnology agreement with Thales also ensures thatRolta is able to offer customized solutions for meetingthe stringent and unique requirements of the Defense.C4ISTAR makes it possible to control increase inoperational tempo, share situational awareness, achievewider terrain control and lethality, synchronize,discriminate and verify effects, while denying theenemy similar advantages.

In the area of Homeland Security, Rolta is able toprovide solutions for Surveillance, Intelligence,Analysis, Operations and Public Safety solutionsincluding Emergency Response solutions for the PoliceForces. For Maritime Safety & Security, Rolta offerscomplete solutions for search and rescue operations,protecting offshore critical assets, shipping lanemanagement, territorial waters surveillance,environmental monitoring, offshore platformprotection, prevention of trafficking, fisheries controland harbor protection.

With a network of over 80 support sites, Rolta's skilledengineers stay in close proximity to provide criticalsupport for all its Defense solutions. This ensures anextremely productive state while pre-emptingdowntime. This highly reliable support has resulted insignificant repeat business and Rolta's ability to berelied upon under adverse conditions. The key to being

able to provide such support lies in developing andmaintaining a qualified team of engineers across all Roltaoffices around the country.

Rolta has consistently moved up the value-chain. Fromsupplying mapping solutions, to customized Geospatialapplications, to now being able to provide completeC4ISTAR solutions addressing the entire 'sensor to shooter’chain. This has been a result of its strategy of ensuring thatthe Company continues to remain relevant for itscustomers by meeting and exceeding their expectations.

The large installed base of solutions delivered by Roltaencompasses the Military Mapping Agencies, DefenseOperations and Intelligence Branches, Commands, Corps,

Customers

Brigades, Combat Units, Command Information andDecision Support Organizations, Field Engineering, NavalHQ, 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, NavalOperations, DIGIT, Director General of InformationSystems, 501 Field Survey, Infantry School, MO-10,Military Intelligence, Military Intelligence School, MilitarySurvey, Naval Intelligence, Naval Commands, NationalHydrographic Office, PMO CIDSS, Training Institutions,Western Air Command, Army War College and manymore.

95% of the Defense Geospatial

market

Provides technology for Digital

map data, which is the foundation

for C4ISTAR solutions

Industrial Licenses received for

manufacturing defense equipment

Countrywide presence, large,

skilled teams, on-site support

Strong credentials and customer

appreciation

JV with Thales, one of the world

leaders in Defense, Aerospace &

Security, with 68,000 employees,

Revenue > 12 billion (’08)

Transfer of Technology at source

code level, enables extensive

customization

Access to Military-Off-The-Shelf

(MOTS) solutions

World-class, Best practices, Tools

and Methodologies

€

Entire Sensor-to-Shooter chain of

C4ISTAR solutions

Addressing multi-billion dollar

programs like Battlefield

Management Systems, Tactical

Communication Systems, Future

Digital Soldier System

Key player in Maritime,

Communication, Aerospace,

Electronic Warfare, Sensors and

Optronic Systems

ROLTA DEFENSE ROLTA THALES LTD. UNIQUE POSITIONING

36

Communications

Homeland Security&

Maritime Safety & Security

●

●

●

●

●

●

ROLTA Geospatial Fusion Decision Support SystemsGovernment Intelligence SolutionsPublic Safety SolutionTErestrial Trunked Radio (TETRA)Coastal SecurityOptronics & Surveillance

• Vessel Traffic Management Systems, incl. AIS

TM

Portfolio of

Defense &

Homeland Security

Command & Control

●

●

●

●

●

●

●

●

●

Battlefield Management SystemsOperations Room BriefingMissile Trajectory PlanningOperation Terrain PlanningNetwork Integration & ExploitationAsset Management & VisualizationAdvanced Map CaptureEnterprise Military GISMilitary GIS ( Bhumika )

Intelligence,Surveillance &

Reconnaissance

●

●

●

●

●

●

Battlefield Surveillance SystemsMulti Sensor Image InterpretationMobile Integrated Image ExploitationBorder Surveillance SystemLocal Area Control SystemAutomated Change Detection Solution

●

●

Tactical Internet Equipment & SolutionsMobile Radios

Digital Soldier Systems&

Vehicle Systems

●

●

Night Vision Devices• Handheld Thermal Imager

Navigational Module for Situational Awareness• High Resolution Surveillance Devices for vehicles

BattlefieldEngineering System

● GPS/GIS based Minefield Recording System• Engineering GIS

37

Enterprise

Design and

Operation

Solutions

38

Innovation Technology

Rolta's unique combination of Engineering and IT expertiseenables it to provide comprehensive solutions for EPCs andOwner-Operators, from “concept to completion” of plants,and then for ongoing operations. Rolta's Enterprise Designand Operation Solutions (EDOS) enable Owner-Operatorsthroughout the process and power industry to view plantoperations as one fully connected ecosystem. This solutionis enabled by unique Rolta technology that providesapplication connectors, SOA web services, a rigorouslystructured plant data model and industry-specific businessintelligence solutions using Key Performance Indicators(KPIs) for achieving cross-functional optimization of plantperformance.

Insights Technology

The Process and Power industry runs on thousands ofinterrelated real time and operational decisions to deliver agallon of gasoline, a ton of chemicals or a kilowatt hour ofelectricity. In the back room are hundreds of stove pipedapplications, each uniquely tuned to perform its taskconsistently and effectively. However, reliability, supplychain management, safety, environmental, maintenance andother plant processes simply don't fit neatly into singular ITapplications. Plants require the convergence of engineering,equipment, inventory, production, quality and business datain a structured way to gain operational insights. Insightsthat can lead to intelligent decisions. Decisions that areenabled by Rolta's Enterprise Design and OperationSolutions.

The reliability index is one of the most important KPI inany plant. Achieving even a 1% improvement in plantreliability can increase production by millions of dollars,at the same time plant operational efficiency is improved.There are hundreds of other KPIs that can affect plantoperations. This is the world of ROLTA OneView .A world in which expensive downtime is reduced andoperational processes are improved because managers haveaccess to the convergence of critical information in astructured way to make timely and intelligent decisions.

TM

39

Impact Technology

43

Providing insightful

solutions to EPCs &

Owner - Operators

enabling them to

achieve highest quality &

efficiency, in the most

cost effective manner

40

Business Mind International reports that over a 10year period ending 2018, Oil production willincrease 12.3%, while Oil consumption willincrease 46.8% and Gas production by 67.3%, inIndia. Internationally, the demand is expected toexceed 106 million barrels per day during thesame period.

By 2017, India will require a generating capacityof around 425,000 MW. This implies anexponential increase of installed capacity fromthe current level of about 140,000 MW. A largepart of this is expected to come in as NuclearPower, which will be facilitated via the 123passage of the Indo-American NuclearAgreement and the admission of India into theNuclear Suppliers Group.

All such power and process plants have thousandsof interrelated real-time and operational decisionsto produce gasoline, electricity, chemicals, etc.All such decisions need to be performedconsistently and repetitively for 'on-spec'production, requiring convergence ofengineering, equipment, inventory, production,quality and business data in a structured way.

In any plant, reliability is one of the mostimportant, yet most variable of the keyperformance indicators. With the growingpressure on the environment and compliancewith regulations like the Kyoto protocol, theneed for finding better ways to utilize facilities,managing them optimally, while keeping costsunder control, has become even more criticalthan ever before.

For, Engineering, Procurement and Construction(EPC) companies, India has emerged as adestination of choice for engineeringoutsourcing, and as a consequence, design work

41

for numerous projects across the globe are now beingexecuted in India.

Owner-Operators (O/Os) of plants have started to realizethe benefits of using modern information technology toolsfor operations and maintenance of the plants, as a result ofmaturing of the tools, as well as the changing economics.O/Os are, therefore, seeking services to not only obtaindigital models of their plants, but also to have theirengineering design systems integrated with other enterprise-level systems. The benefits of integrating such enterprisewide systems across disparate databases and heterogeneousplatforms are pushing up the demand for a comprehensiveand integrated solution to address this need.

Rolta, with its years of domain insights and armed withinnovative specialized knowledge tools and technology isuniquely positioned to address these above-mentionedrequirements. The Company's exceptional combination ofEngineering and IT expertise enables it to providecomprehensive solutions for EPCs and O/Os, from conceptto completion of new plants and then for their ongoingoperations.

Rolta's EDOS solutions include major aspects of ConceptualEngineering & Design, Detailed Engineering & Design,Project Management & Procurement, ConstructionManagement, Operations & Maintenance, TechnologyServices Consulting and Specialized Services for As-Built.These solutions & services help O/Os within the process andpower industry to optimize Asset Design, Asset Performanceand enable them to view plant operations as a single, fullyintegrated ecosystem, through ROLTA OneView™, whichprovides operational excellence and high reliability metricsthrough accurate and timely reporting on more than100,000 pieces of equipment and hundreds of operationsthroughout a large plant in the Oil & Gas sector.

ROLTA OneView is field proven and deployedsuccessfully in multiple refining facilities of one of theworld's largest oil companies. Industry experts believe that

TM

when fully deployed, this solution could save as much asUS$ 20 Million annually for a medium-sized refinery,providing very high returns on their investment. This is aweb-based business intelligence application, whichempowers personnel to make on-time decisions at all levelsof the organization. ROLTA OneView provides aninnovative platform to improve overall performance andoperational effectiveness, by aligning the work-processefforts of personnel with the specific goals of the business.By creating a holistic center from which collaborativedecision making can take place, this solution lowersorganizational risk and establishes a cross-functionalparadigm shift that unites diverse users around one view oftheir business.

Rolta provides premiere Engineering, Procurement andConstruction Management (EPCm) Services as well asDesign Automation Consulting Services through acombination of Rolta's dedicated EDOS Services Team andShaw Rolta Ltd. (SWRL)- Rolta's Joint Venture with TheShaw Group Inc., USA. SWRL brings The Shaw Group'sengineering expertise and process technology to bear onglobal as well as Indian domestic projects for concept-to-completion solutions.

Rolta's dedicated in-house Technology Services Groupcontinues to provide design tool automation and integrationservices, to clients around the globe desiring to improve theproductivity of their existing design tools and implementnew state-of-the-art tools.

Rolta provides full service EPCm solutions to O/Os andother EPC contractors throughout the entire value chain,from concept-to-completion. Rolta's solutions help increasereliability (both equipment and human), facilitate proactivedecision-making, identify and mitigate a broad range of risks(including safety, environmental, operational andmaintenance, repair and overhaul risks) and help reducecosts, e.g. ROLTA OneView provides the Process andPower industries with a comprehensive decision support

TM

TM

42

platform and modules that enable executives to transformtheir organizations from isolated and reactive groups intointegrated, cross-functional and collaborative problem-solving teams. Rolta's comprehensive world-class solutionsand services ensure that it is well-placed to constantlyremain at the high-end of the value-chain.

Over the years, Rolta has earned a dominant market shareby providing path-breaking solutions to hundreds ofcustomers - a virtual “Who's Who” of leaders across diverseindustries.

The large customer base includes 3M, ABB-Lyondell,ADNOC, Air Liquide, Aker Yards, Alsthom Power,Aquatech, ARANCO, Babcock Borsig, BAPCO, BASF,Bateman, Bayer, Bechtel, BHEL, Boeing Rocketdyne, BostonScientific, Burns & McDonnell, CEGELEC, ChevronPhillips, CNRL, Delta Marin, Design Technology, Doosan,

Customers

Dominant player in the Engineering

Design Automation market

Large & experienced skilled

engineering teams, successful

service delivery model, extensive

tools for Operations and

Maintenance

Strong credentials and customer

appreciation

Engineering & Design projects

executed worldwide

ROLTA ENGINEERING

JV with The Shaw Group, a

Fortune 500 company, +26,000

employees & an order backlog of

>US$ 22.9 Billion

Leverages The Shaw Group’s

+

& leadership position

in the Nuclear Power Plant,

Petrochemical & Refining markets

Technology for Process & Power ,

e.g. for Ethylene, FCC, RFCC,

DCC, etc.

116 years of technology

experience

SHAW ROLTA LTD.

Concept-to-Completion

for Oil, Gas, Petrochemical,

Refining, Conventional & Nuclear

Power markets

With NSG waiver & signing of

Indo-US nuclear treaty, very well

placed to execute Nuclear Power

Projects in India

Combined team of +1000 skilled

professionals, scalability to

undertake large projects

services

UNIQUE POSITIONING

Dow Corning, Dow Chemicals, DSP, EBM, Endurance, EIL,Entegee, Equate Petrochemicals, Essar, Ever Technologies,FEDO, Florida Power & Light, Flour Daniel, FMC-TI,Gardner Bender, GE GASCO, Glynwed Pipe Systems,Hoechst Celanese, HPCL, IOCL, ISRO, J A Freeman,Jacobs H&G, John Deere, Jubail, Kashima Oil, KNPC,Kvaerner, L&T Group, Lanco Infratech, Lanzou Petrochina,Linde, Litwin, Lurgi, Master Work Holding, MazagaonDocks, MECON, Mitsui, Mott MacDonald, MustangEngineering, NanaClot, Nova Chemicals, NPCIL, NTPC,ONGC, PDIL, Petrobras, Petrofac, Pfizer, QAPCO, Q-Chem, Reliance Industries, Reliance Infrastructure, Rexroth,Rockwell Automation, Rolls Royce, Saipem, Samsung, SaudiARAMCO, Shell, Siemens PG, Silicon Meadows, SNCLavalin, SNC/AMO, Statoil, Sumitomo Chemicals,SUNCOR, Tata Chemicals, TCE, Technip, Tecnimont ICB,Thermax, Toshiba India, Toyo Engineering, Triune, UnitedOlefins, Valdel, Webasto, WGI, Woodward Governor,Yansab, York International, Yunes Amre, among others.

Detailed Engineering& Design Services

•

•

•

•

•

•

•

ProcessMechanicalCivil / StructuralPlant Design & PipingElectricalInstrumentation & ControlsNaval Architecture & Ship Design

•

•

•

•

•

•

•

Prime Contract & Sub Contract ManagementProject QA / QCSupplier Qualification & PurchasingExpediting & LogisticsSite ManagementOffice & Site Health & Safety ManagementCommissioning & Startup

Technology ServicesConsulting

•

•

•

•

•

Technical Information ManagementSoftware System DeploymentSoftware Customization & IntegrationReference Data Creation & ManagementData Migration, Audit & Compliance

Portfolio of

EDOS

ConceptualEngineering & Design

Services

•

•

•

•

•

•

Feasibility StudiesBasic EngineeringFront End Engineering & Design (FEED)Process SimulationProcess Flow Diagram & Equipment Data Sheet PreparationPre-Bid Engineering Support

Project Management

Operations & MaintenanceServices

•

•

•

•

•

•

Plant Operations ManagementLaser Scan & Plant Walkthrough for As-BuiltPlant 3D VisualizationShutdown PlanningPlant Safety & ReliabilityPlant Revamp & Decommissioning

•

•

•

•

•

•

ROLTA OneView Data WarehouseSource System ConnectorsWork Process ApplicationsFlexible Operational Reporting Modules (FORM)Engineering & Geospatial Data FusionHealth, Environment, Safety (HES), Operational, Sustainabilityand Enterprise Insights

TM

ROLTA OneView™ - KPIManagement Solution

43

Enterprise

IT Solutions

48

Innovation Technology

Rolta has the most innovative thinkers in the business. Anunmatched combination of deep IT knowledge and expertisein technologies such as Oracle, provides it the unique abilityto take on and solve extremely complex IT challenges. Thissame innovative thinking is responsible for creating softwareproducts like ROLTA iPerspective™, that introduceradically new ways to simplify the complexity of IT.

Insights Technology

Rolta's EITS business group takes old IT to new heights.The Company's expertise demystifies IT, making thedifficult and complex, straight forward and approachable.Rolta's expertise is admired and respected throughout theindustry, most notably through 23 best-selling books onOracle technology (over 1 million copies sold), numerousOracle Titan awards and industry recognition, that is onlyachieved by the world's top technologists. The Company'sexpertise provides customers with the insights they need toget the most value out of their IT investment.

Impact Technology

Rolta's breadth of IT knowledge, software to rapidly createweb services, application expertise, business intelligencesolutions, managed services and global delivery modelincreases IT accomplishment and allows for a faster andmore frequent ROI. These new levels of IT performanceallow organizations to achieve new levels of business results.

49

50

As companies grow into larger enterprises, theydevelop more and more applications andtechnologies that aren't capable of sharing data,especially with the right levels of governanceand security. Islands of data are created withredundant content. The perpetuation of theseislands of data burdens the enterprise withexcessive overhead and risk of having the wrongdata, in the wrong place, at the wrong time andpotentially available to the wrong people.

Today's businesses are looking for ways to drivebusiness value from existing investments, datasources and information assets without learningnew skills. Application integration is the #1 ITchallenge, according to a recent survey of ITprofessionals. Traditional offerings require manydifferent connector software modules, longimplementation times and lots of investment.They often don't deliver to the real end users'needs. Changes to the traditional offerings taketime as well, and can end up pushing businesspast the window of opportunity.

Service Oriented Architecture (SOA) – promisessolutions to these issues. It requires optimallycombining elements of IT infrastructure withbusiness requirements to create seamless webservices (WS). In SOA, application servers anddiverse platforms are accessed by clients throughstandard protocols and data formats, withoutneeding to know or change the code or codinglanguage. Traditional methods of creating SOAservices take many days to several weeks, and inextreme cases, several months. With such longdevelopment cycles, it is hard to deliversomething useful at the end of each iteration.

One needs 'Agile' SOA methods that ensurebetter ROI.

Innovative, rapid and

agile ways to simplify

the complexity of IT with

advanced enterprise

integration solutions

51

At the heart of an organization's IT infrastructure lie amultitude of databases, which hold a wealth ofinformation for a variety of applications essential for itssmooth operations. Over the years, these databases oftenend up becoming information silos, accessible only to theoriginal application. This poses several major challenges,including performance management and optimization ofdisparate databases, disparate security systems, ability toextract information for Business Intelligence andAnalytics, planning for scalability and high availability,upgrade and patch management, to name just a few.

In recent years, IT infrastructure and network securityhave gained worldwide prominence due to mountingsecurity threats. This calls for implementation of a well-planned and robust IT security and managementprocesses tightly integrated with all the myriad layers ofthe IT infrastructure stack.

The EITS group's portfolio underwent a paradigm shiftduring the year. The Company now addresses theenterprise-wide end-to-end needs of organizations, withits comprehensive range of solutions and services forlarge-scale ERP applications, sophisticated Databasemanagement, Business Intelligence and Agile SOAimplementations.

Rolta has strengthened its capabilities to address BusinessIntelligence, Enterprise Applications, Core DatabaseFoundation as well as Data Security and Servicemanagement requirements using best of breedtechnologies, both from the Company's own IPrepository and that of its partners. Rolta's own productsand middleware tools permit integration across theselayers of information and data, thereby eliminating thechallenges associated with standalone data silos thatemerge within enterprises.

The Company launched ROLTA SOA Today andROLTA iPerspective during the past year.

TM

TM

ROLTA SOA Today allows CTO's to quickly bringcorporate strategy in line with business user needs whilemodernizing/upgrading their IT systems, by makinginformation stored in disparate databases andheterogeneous platforms securely available and re-usableacross the enterprise. This provides practical and cost-effective means for users to exploit the wealth of datalocked up in their IT infrastructure, and bringstremendous value to stakeholders by improving effectivedecision-making across the enterprise. This transformsdata integration with innovative software to create webservices.

ROLTA iPerspective brings data integration to life, byautomating the creation and management of standardizedcomponents, and securely exposing existing data sourcesand business logic for use throughout the enterprise.Through a point-and-click interface, customers cancreate reusable and secure business services, without anyprogramming effort. This innovative patent-pending(filed in US) solution provides customers with rapidreturn on investment (ROI) due to a shorterimplementation time and an Agile approach for managingthe transition to service orientation.

With the introduction of managed services, Rolta'sengagement does not finish with the deployment of thesolution, but evolves into an enduring partnership toensure that the IT assets continue to run optimally andsecurely throughout their life-cycle.

For the Business Intelligence (BI) layer, our experiencedconsultants with domain-expertise in specific industriesassist, design, and deliver BI solutions by identifying andimproving the essential performance measurement anddecision processes in organizations, and pragmaticallyadopting a phased approach to investment and functionaldelivery.

Data analysis, acquisition, and transformation bringtogether disparate fragmented data into a single

TM

TM

enterprise view – addressing the need to get data into thedata warehouse. Data from this warehouse can be viewed inthe form of BI reporting, portals, dashboards and KPIs.

The Database foundation layer is critical for any enterpriseto structure and store information in relational databases.Rolta offers a wide variety of approaches to help customersimprove, maintain, and optimize database infrastructure tofulfill their high-availability disaster recovery needs, storagerequirements or performance tuning.

At the IT infrastructure layer, Rolta provides comprehensiveconsulting services covering data security and servicemanagement, security, identity & access management,enterprise network & IT asset management, IT infrastructureand operations management, application performancemanagement, as well as IT governance & compliancemanagement. With the ongoing network security threatsfaced by enterprises, the Company offers managed servicesfor identity and access management.

Rolta's Enterprise IT Solutions (EITS) has expanded itsoperations worldwide through the merger of Rolta's ITConsulting Division with the various acquisitions likeTUSC, WhitmanHart Consulting, etc.

These acquisitions bring significant credentials to Rolta.TUSC, known as “the Oracle experts,” has a stellar trackrecord of successful projects and very technically innovativesolutions. WhitmanHart Consulting is widely known forHyperion expertise and EPM solutions for the FinancialServices Industry. Rolta for many years has been a leadingprovider of IT infrastructure management solutions. Thisbroad range of complementary, cutting-edge technicalexpertise is the foundation for EITS solutions. Solutionswhich provide lasting value.

Rolta has made proactive investments in Virtual EnterpriseCenters at all of the Company's delivery sites. This enablesRolta to emulate complex customer environments andparticipate in alpha and beta product testing. The Companythus gains insights into product roadmaps. This enables

Rolta to develop custom features in its solutions to meet, andsometimes even exceed the exacting requirements specifiedby its customers.

Rolta has been certified at the highest levels for its processesand quality framework, including ISO/IEC 27001:2005,ISO/IEC 20000-1:2005 and ISO 9001:2000. Rolta wasassessed at Maturity Level 5 of the Capability MaturityModel Integrated CMMI SW Ver 1.1 in 2006. TheCompany is now engaged in upgrading to Maturity Level 5of Ver 1.2

Rolta's unique ability to see more than meets the eye, deepknowledge of IT, combined with hands-on industryknowledge, backed by world-class infrastructure ensures thatit provides highly relevant state-of-the-art solutions to itscustomers.

Rolta has a large customer base that spreads across theworld.

Rolta has worked for a variety of customers that includingAmerican Express, ATOS Origin, Birla Sun Life, BSNL, CA,Central Water Commission, Centurion Bank, Deloitte andTouche, Department of Defence, Devon Energy, Exim Bank,Dow Corning, Daimler Chrysler, Eurobank, EmersonProcess, Erste Bank, Estee Lauder Inc, Federal Reserve Bank,Fujitsu, Greater Bay Bancorp, Gujarat Pollution ControlBoard, HDFC Bank, HPCL, HSBC, IDBI Bank, JacksonvilleElectric Authority, John Hopkins, Logitech, L&T, Ministry ofInteriors Saudi, Municipal Corporation of Greater Mumbai,Northrop Grumman, Omni Tech, Orlando Health, PurdueUniversity, RBI, RJ Reynolds, Saudi Electricity Company,Schneider Technology Services, SITA, Sprint-EMBARQ,State Bank of India, State of Alabama (DHR), SunTrust, TataConsultancy Services, Tata Interactive Services, TimeWarner, TD Bank, TNT, Toshiba America InformationSystems, Travelex, Turner Broadcasting, United Airlines,UTAH Dept of Transportation, Vodafone, Wal-Mart,WESEE amongst others.

Customers

52

•

•

•

•

•

•

Business Process Re-engineering covering Financials, Projects, HRMS, CRM,Corporate Performance Management, DistributionFunctional / Technical Requirements, Gap analysis, Module configurationTechnical development for interfaces, conversions, extensions and reportsExpert “Applications” DBA supportProduction deployment and system testingPost-production managed services and support

•

•

•

•

•

•

Custom Application Development using Rapid Application Development ToolsDevelopment ServicesHealth Audit, ClusteringRemote DBA, Database & OS SupportCross-Platform Data and Code MigrationDisaster Management, Backup recovery

Data Security &Service Management

•

•

•

•

•

Security-Access Control, Identity and Access Management (IAM/ SSO)Business Services Management (Service Support & Delivery Management Desk)Enterprise Network & Systems Management (Spectrum, e-Health), ApplicationPerformance Management, Project, Portfolio & Financial ManagementIT Compliance & GovernanceDatabase Performance Management, Upgrade & Patch Management

Portfolio of

EITS

Rolta Enterprise Solutions

•

•

•

•

ROLTA iPerspective - Rapid Service Oriented Architecture enablementROLTA Periscope - Multiplatform Database VisualizationROLTA SOA Today - Agile SOA consulting for rapid ROIROLTA C3 - Data cleansing, conversion & clarification toolkit for Warehousing

TM

TM

TM

TM

•

•

•

•

•

Business Analysis, BI Reporting, portals, dashboards & KPIsExecutive Management Systems, Data Management PracticesMulti dimensional Analysis, Data Analysis, acquisition and transformationData Marts, Warehouse Data Creation, Master Data ManagementData Mining

Business Intelligence

Database Management& Administration

Enterprise Applications

53

Shareholder Information

Listing Details:

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. Stock Code/ Symbol: 500366

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

3. ISIN : INE293A01013

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

Annual Listing fees for the year 2009-2010 (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 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 DepositAgreement. The Rule 144A GDRs have been designated aseligible for trading in the Portal Market of The NASDAQStock Market, Inc. (PORTAL). As on June 30, 2009 , therewere 3,06,554 GDRs (equivalent to 306554 equity shares)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.

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 2008-09 (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 DesaiExecutive Vice President & Company Secretary

Mr. Saghan SrivastavaVice President & Dy. Company Secretary

Mr. Venkat G R - Manager (Investor Services)

Rs.3.00 per share (proposed)

First Quarter ending 30 September 2009 - During October, 2009Second Quarter ending 31 December 2009 - During January, 2010Third Quarter ending 31 March 2010 - During April, 2010

,

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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 2009 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 2009 to 24November 2009 (both days inclusive).

For the Quarter and Financial year ended June 30, 2010 onor before September 30, 2010.

www.rolta.com

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56

Ticker Description DR ISN - DR ISN -Type Symbol Reg S 144A S

GDR RTI Equity Shares US7757902074 US7757901084

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 and NSE.

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 73% of the trading volume is on the NSE. The totalnumber of shares traded on National Stock Exchange andBombay Stock Exchange Limited between July 1, 2008 andJune 30, 2009 was 1,548,448,538 which represents 962% ofthe Share Capital of the Company as on 30th June 2009.

Nifty (close) Rolta (close)

50

100

150

200

250

300

350

Jul-08

Aug08

Sep08

Oct08

Nov08

Dec08

Jan-08

Feb08

Mar08

Apr08

May08

Jun08

0

1000

2000

3000

4000

5000

0

57

(Rs. In Millions)

28563

20295

9266

18676

382943958141952

57326

46127

37439

June 07 Sep 07 Dec 07 Mar 08 Jun 08 Sep 08 Sep 09Dec 08 Mar 09 June 09

PERFORMANCE OF ROLTA INCOMPARISON OF NIFTYMARKET CAPITALISATION

BSE NSE

BSE Midcap

BSE 200

BSE 500

BSE Teck

BSE IT

Nifty Midcap 50

CNX IT

S&P CNX 500

BSE - 500366 SGX-ST ISIN - X50305967498

NSE- ROLTA BLOOMBERG - RLTA@IN

LSE - RTI REUTERS - ROLTA BO

Shareholder Information

Shareholding Patternas on June 30, 2009

58

Promoters

41.97%

Foreign InstitutionalInvestors (FIIs) (Including GDRs)

25.67%

OCBs/FIs/MFs/Banks/Corp

10.56%

Public

21.80%

BSE STOCK MARKET PRICE DATA

(Rs. In Millions)

Jul 08 Aug 08 Sep 08 Oct 08 Nov 08 Dec 08 Jan 09 Feb 09 Mar 09 Apr 09 May 09 Jun 09

50

100

150

200

250

300

350

400

HighLow

Close

Rolta Monthly Price (BSE) July 08 to June 09

High (Rs.) Low (Rs.) Avg. Close(Rs.)

Daily Avg.Volume

Date Close (Rs.)

Jul 08 318.00 224.00 311.20 278.01 173741

Sept 08 360.00 213.00 237.60 298.31 411304

Nov 08 196.00 158.60 170.45 174.20 203219

Jan 09 136.00 42.40 92.95 97.50 3722019

Mar 09 88.25 40.70 57.55 54.89 4591698

May 09 124.85 78.55 116.25 95.72 3603385

Aug 08 343.50 294.15 327.40 320.02 232763

Oct 08 256.00 134.00 181.60 181.36 430711

Dec 08 177.00 103.55 116.00 131.90 696401

Feb 09 102.00 84.60 88.55 90.53 695070

Apr 09 122.00 57.05 79.70 84.80 6166008

Jun 09 154.80 118.30 126.00 134.83 2875560

Category No. of Shareholders No. of Shares % to Total(No. of Shares) held (Rs.10) No. of Shares

Total 12622 136135 3409371 157597244 2.12 97.88

From To Physical Demat Physical Demat Physical Demat

251 500 3119 16298 1115135 6180459 0.69 3.84

1001 2,000 155 2646 230900 4021514 0.14 2.50

3001 4,000 14 349 50650 1253639 0.03 0.78

5001 10000 6 353 37700 2591714 0.02 1.61

Upto 250 8462 108003 1222020 9051980 0.76 5.62

501 1,000 816 7201 564602 5528339 0.35 3.43

2001 3,000 42 685 107264 1744186 0.07 1.08

4001 5,000 5 194 23700 908210 0.01 0.56

10001 Above 3 406 57400 126317203 0.04 78.45

Grand Total 148757 161006615 100.00

and grievances are replied promptly. Dividend warrants arenormally mailed within a week from the date of declarationat the AGM. Members are sent at least 3 remindersregarding unclaimed dividend before the same is transferredto Investor Education & Protection Fund.

Company has also taken certain Investor Friendly initiativesto provide transparency & valuable information such as:

1) The Company hosts post result Earning calls forInstitutional Investors & Analysts to talk to themanagement on result & outlook.

2) Company has also put up information useful to investorson its website as under :

a. Annual Report

b. Quarter Resultsi. Financialsii. Press Releaseiii. Transcript of Earning Call

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

d. Key Financial Data

e. Share Holding Pattern

f. Research Report on 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.

59

Payment of Dividend - Electronic Clearing Service (ECS)

Bank Details:

Shareholder Initiatives:

The Company is providing facility of “Electronic ClearingService” (ECS) for payment of dividend to shareholdersresiding in selected cities. Shareholders holding shares inphysical form are requested to provide details of their bankaccounts for availing ECS facility in the form attached to theNotice of the Annual General Meeting. However, if theshares are held in electronic form, the ECS mandate has to becommunicated to the respective Depostitory Participant (DP).Changes, if any in the details furnished earlier may also becommunicated to the Company or DP, as the case may be. Forany other information kindly write to the CompanySecretary at the Registered Office of the Company.

In terms of regulations of NSDL and CDSL, bank accountdetails of beneficial owners of shares in demat form will beprinted on the dividend warrants as furnished by theDepository Participant. The Company will not entertainrequests for change of such bank details printed on theirdividend warrants. In case of any changes in your bankdetails, please inform your DP now/immediately. In case ofphysical shareholding, in order to provide protection againstfraudulent encashment of dividend warrants, members arerequested to provide, if they have not already done, theirbank account number, bank account type and name andaddress of bank branch, quoting folio number to the R & TAgent to enable the Company to incorporate the same onthe dividend warrants.

The Company has paid a one-time fee to National SecuritiesDepository Limited to pass on the benefit of reducedcustody charges to its shareholders. Shareholders queries

NSE STOCK MARKET PRICE DATA

(Rs. In Millions)

Jul 08 Aug 08 Sep 08 Oct 08 Nov 08 Dec 08 Jan 09 Feb 09 Mar 09 Apr 09 May 09 Jun 09

50

100

150

200

250

300

350

400

HighLow

Close

Rolta Monthly Price (NSE) July 08 to June 09

Jul 08 318.65 223.05 311.90 278.25 615720

Aug 08 344.60 293.40 327.35 320.17 743083

Sept 08 360.00 215.55 237.95 298.56 1077357

Oct 08 257.50 133.20 184.05 181.76 1319217

Nov 08 204.95 158.55 170.80 174.49 670003

Dec 08 176.80 103.45 116.05 131.93 1884112

Jan 09 135.90 32.00 92.95 97.60 7288923

Feb 09 101.80 84.80 88.75 90.66 1765442

Mar 09 88.45 40.85 57.55 54.87 9823515

Apr 09 121.85 56.90 79.70 84.73 14117539

May 09 124.80 74.50 116.05 95.71 8760899

Jun 09 152.70 118.00 126.05 134.81 7452894

High(Rs.)

Low(Rs.)

Close(Rs.)

Avg.Close(Rs.)

Daily Avg.Volume

Date

Economic Value Added

EVA represents the value added to the stakeholders bygenerating operating profits in excess of the cost ofcapital employed in the business. The Company'sbusiness model focusing on value-added products andservices empowered Rolta to generate returnscommensurate with its investments. Result: the Companyconsistently reported a positive EVA year after year,evidencing its ability to meet shareholder expectations.

Brand Valuation

The Rolta brand is more than just a name - it is a trustmark that the customers have come to rely upon. Iteffectively communicates Rolta's ability to offerpioneering solutions to meet market demands and thevalues associated with its products and services. Rolta'srobust brand strength also indicates that the Company'sfinancial growth will continue to be stable and lasting.

Human Resource Valuation

Human capital is one of the several strengths that drivegrowth. At Rolta, this rich and intangible intellectualcapital renews its income, drives innovation andenhances profitability leading to a sustainable increase inshareholder value.

60

Economic Value Added

ECONOMIC VALUE ADDITION (EVA)

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}

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, 2009 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, liquidityand solvency and its capacity to adapt to changes in theenvironment. However it is becoming increasingly clear thatthe intangible assets have a significant role in defining thegrowth of a hi-tech Company. So quite often the search for theadded value invariably lead us back to understanding,evaluating and enhancing the intangible assets of the business.

ASSUMPTIONSWACCThe 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 beingKe = 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, riskpremium 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 8.69%.

(Rs. In Million)

ROLTA EVAThe EVA of Rolta for 2008-09 has been estimated as shown in the table below.

61

Particulars 2008-09 2007-08 2006-07

Net Profit after Tax 3,723 2,629 1,823

Adjustment for extraordinary exceptional item 250 0 0

Add: Interest (net of taxes) 73 0 0

Net Operating Profit after Tax (NOPAT) 3,546 2,629 1,823

Average Capital Employed 24,624 18,902 10897

Cost of Capital Employed 2,141 1,960 1,419

EVA = (NOPAT - Cost of Capital Employed) 1,405 669 404

Brand Valuation

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 14.64 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

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, andculture. Successful brands are recognized as rare and valuableassets that 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 anexercise 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.

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(Rs. in Million)

ParticularsProfit before Interest and Taxes 4,227 3,059 2,037

Less: Non Brand Income 696 105 85

Adjusted PBIT 3,531 2,954 1,952

Profit for the brand and associated intangibles 3,531 2,954 1,952

Average Capital Employed 18,861 14,496 8,387

Remuneration of Capital % 5% 5% 5%

Remuneration of Capital 943 725 419

Profit after tax attributable to Brand and associated intangibles 2,588 2,229 1,533

Income Tax 880 758 516

Profit after tax attributable to Brand and associated intangibles 1,708 1,471 1,017

Brand Multiple Applied 14.64 14.07 15.15

Brand Value 25,017 20,693 15,405

2006-072007-082008-09

HR Valuation

� 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 onthis approach..

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.

Opportunity cost method:

ECONOMIC APPROACH MODEL

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.

.

�

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:Historical cost method

Replacement cost method:

HR ValuationBased on the above model, the value of Human Resources of Rolta has been arrived at Rs. 136,442 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.

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Total value of Human Resources 136,442 106,710 62,821

Revenues per employee 3.12 2.32 2.04

Net Profit per employee 0.64 0.49 0.49

Value of Human Resources per employee 29.53 22.70 17.80

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

(Rs. in Million)

Particulars 2007-082008-09 2006-07

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Ratio & Ratio Analysis

TOTAL REVENUE (Rs. In Millions)

2008-092004-05 2005-06 2006-07 2007-08

4146

5349

7114

10722

13728

NET PROFIT (Rs. In Millions)

2938

2306

902

1726

1273

2008-092004-05 2005-06 2006-07 2007-08

OPERATING PROFIT (Rs. In Millions)

4635

3897

1474

2866

2229

2008-092004-05 2005-06 2006-07 2007-08

DEBTORS TURNOVER

2008-092004-05 2005-06 2006-07 2007-08

(No. of Days)

EPS, BOOK VALUE & DIVIDEND

Earnings Per Share Book Value Dividend %

2008-092004-05 2005-06 2006-07 2007-08

9.44

58.90

10.79

65.32

14.37

73.60

18.25%

89.53

7.08

35.84

18%

20%

25%

30%

30%

PAT/Average Networth

Return on Average Capital Employed

Average Networth

Average Capital Employed

RETURNS

2008-092004-05 2005-06 2006-07 2007-08

23.1%

19.8%

18.2%

28.3%

17.4%

22.2%

20.7%

22.4% 22.4%

24.10%

4556

6990

9940

11154

13128

22062

6845

8183

13377

18121

151156

254

223

193

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Revenue Mix SBGs

Revenue Mix GeographyGIS

45.1 %

EICT

26.4%

EDA

28.5 %

INDIA

55.1 %

Rest of The World

44.9 %

Distribution of Revenue 2008-09

Employee Cost

38.00 %Other Expenses

11.36 %

Depreciation

12.95 %

Interest

0.87 %

Income Tax2.79%

Material & Sub Contracting Cost

13.65 %

Net Income

20.38 %

Directors’ Report

Financial PerformanceWe continue to strengthen our businesses and move up thevalue chain, thereby delivering enhanced value to ourcustomers and other stakeholders worldwide. The Companywas able to achieve reasonable growth even in a difficultenvironment, giving it confidence to show better results asthe economic revival gathers momentum. We believe that asthe economic outlook turns positive, the Company will bebetter placed to deliver even greater value to all ourstakeholders.

During the year, the company expanded its world classfacilities by establishing a state-of-the-art development anddelivery centre in SEEPZ, an SEZ in Mumbai. The facilitiesare in close proximity to the Company’s existing facilities.

The Company has transformed its business from servicescentric to a solution oriented model. These solutions arebased on an exceptional combination of Rolta’s existingrepository of intellectual property, key technologiesacquired at the source code level from various companiesworldwide, and in-depth domain knowledge of the verticalsegments served by the Company.

The Company is consciously honing its selling and deliverystrategies with a focus on using its own staff to deliver highvalue services and outsourcing low value tasks. The Companycontinues to hire experienced management and highly skilledtechnical staff to strengthen its techno-commercial strengths.All this should provide a strong platform for future growth.

Dear Members,

Your Directors are pleased to present their report on the business and operations of your Company together with the AuditedStatement of Accounts and the Auditors’ Report for the financial year ended June 30, 2009. The Financial highlights for theyear under review are given below:

CORPORATE RESULTS(Rs. in Millions)

Revenue 13,728.1 10,722.1

Other Income 690.4 169.8

Revenue and Other Income 14,418.5 10,891.9

Profit before depreciation & tax 5,207.2 4,076.2

Less: Depreciation 1,867.1 1,382.5

Profit before tax 3,340.1 2,693.7

Less: Provision for tax 401.8 387.8

Profit after tax 2,938.3 2,305.9

Add: Balance of profit of earlier years 6,223.2 4,756.9

Balance available for appropriation 9,161.5 7,062.8

APPROPRIATIONS

Less : General Reserve 388.6 270.5

Less : Dividend 483.1 482.8

Less : Tax on Dividend 86.4 86.3

Balance carried to Balance Sheet 8,203.4 6,223.2

Consolidated

Financial Year ended Financial Year endedJune 30, 200June 30, 2009 8

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Consolidated Financial Results under InternationalFinancial Reporting Standards (IFRS).

Dividend

In continuation of its pursuit of high standards of corporategovernance, and to provide transparent and additionalinformation in compliance with the regulation of the LondonStock Exchange wherein the Company’s GDRs have been listed,the Company has also prepared its consolidated Accounts for theyear ended June 30, 2009 drawn under the InternationalFinancial Reporting Standards (IFRS), duly audited in accordancewith International Standards on Auditing by M/s GrantThornton, a leading International Accounting firm.

As per the consolidated accounts drawn under IFRS, theCompany recorded revenues of Rs. 13,728.1 million for thefinancial year ended June 30, 2009, whilst the net profit aftertax for the year was Rs. 1,891.6 million.

The difference in the net profit as arrived under theGenerally Accepted Accounting Practices in India, and netprofit under IFRS was Rs. 1,039.3 million mainly on accountof the following factors: Variation in the method ofaccounting for depreciation was Rs. 223.3 million; Sharebased payments to employees was Rs. 27.3 million;Accounting for FCCBs was Rs. 933.9 million and deferredtaxation was Rs. 145.2 million.

After considering the Company’s profitability, cash flow andfuture expansion needs your Directors are pleased torecommend dividend of Rs. 3.00 per share, the same as in theprevious year. The total quantum of dividend, if approved bymembers, will be Rs. 483.1 million, while Rs. 82.1 millionwill be paid by the Company towards dividend tax andsurcharge on the same. Dividend in the hands of theshareholders will be tax-free.

The Company’s constant efforts in expanding its markets incomplementary and unique business areas, combined withsustained investments in technology, continue to be thegrowth engines of the Company.

The Company’s total consolidated revenue for the year2008-09 was Rs. 13,728.1 million representing a growth of28.0% (Rs. 10,722.1 million for the previous year endedJune 30, 2008). The Net Profit after provision for taxationfor the year ended June 30, 2009 was Rs. 2,938.3 million asagainst Rs. 2,305.9 million in the previous year signifying ahealthy growth of 27.4%. The basic earnings-per-share forthe year was Rs. 18.25, computed by considering theweighted average number of shares outstanding during theyear as per the provisions of ‘Accounting Standard -AS-20’issued by the Institute of Chartered Accountants of India.During the year, Company has provided Rs. 20,378,430/-for doubtful debts for which company has filed a claimunder fidelity and other insurance covers.

The Company’s net worth increased to Rs. 14,415.6 millionas on June 30, 2009 from Rs. 11,856.4 million in June 2008,reflecting the inherent strength of the Company. The bookvalue per share is Rs. 89.53 signifying substantialenhancement in shareholder value.

During the last Quarter of the year, the company launched atender offer for repurchase of its outstanding Zero CouponFCCBs of US $ 150 million due in 2012. The tender offerwas settled on June 30, 2009, by accepting all the tendersreceived for Bonds with a face value of US$ 38.31 millionand having an accreted value of US $ 43.67 million (114%)at a clearing price of US $ 855 per Bond representing 25%discount at the accreted value. The Bonds repurchased at agross repurchase value of US $ 32.75 million resulted in again of US$ 10.92 million (Rs 511.7 million), of whichRs 250.2 million have been appropriated to other income,and the balance was added to securities premium account.The aggregate principal value of Bonds outstanding after thisTender Offer is US$ 111.69 million.

Your Directors are pleased to inform you that the Company’sstandalone revenue registered steady growth and was Rs.9,466.9 million for the year ended June 30, 2009 as againstRs. 8,509.2 million in the previous year, signifying a growthof 11.3%. The standalone net profit after tax for the yearended June 30, 2009 was also higher at Rs. 3,723.2 million asagainst Rs. 2,629.4 million in the previous accounting yearreflecting a growth of 41.6%.

Repurchase ofForeign Currency Convertible Bonds (FCCBs).

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(Rs. in Millions)

RevenueOther IncomeRevenue and Other Income

APPROPRIATIONS

9,466.9 8,509.2696.6 104.9

10,163.5 8,614.1Profit before depreciation & tax 5,908.6 4,412.9Less: Depreciation 1,792.4 1,353.9Profit before tax 4,116.2 3,059.0Less: Provision for tax 393.0 429.6Profit after tax 3,723.2 2,629.4Add: Balance of profit of earlier years 7,496.6 5,694.9Balance available for appropriation 11,219.8 8,324.4

Less : General Reserve 372.3 262.9Less : Dividend 483.1 482.8Less : Tax on Dividend 82.1 82.0Balance carried to Balance Sheet 10,282.3 7,496.6

StandaloneFinancial

Year endedJune 30, 2009 June 30, 2008

FinancialYear ended

The Register of Members and share transfer books willremain closed from November 17, 2009 to November 24,2009, both days inclusive. The dividend will be paid to thoseshareholders whose names appear on the Register ofMembers of the Company on November 24, 2009.

The Consolidated Financial Statements of the Companyalong with those of its subsidiaries and joint venturecompanies Shaw Rolta Limited and Rolta Thales Limitedprepared as per Accounting Standards AS-21 and AS-27 ofthe Institute of Chartered Accountants of India form part ofthe Annual Report. The Ministry of Corporate Affairs,Government of India, New Delhi has exempted theCompany from the provisions contained in sub-section (1) ofSection 212 of the Companies Act, 1956 and as such theCompany is not required to attach the financial statementsof its eleven subsidiaries to the Company’s Accounts for theyear ended June 30, 2009. The Consolidated FinancialStatements also include a statement containing key financialindicators separately for each subsidiary. The Accounts ofthe subsidiary companies will be made available to theinvestors specifically seeking such information at any pointof time. The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies(Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988, are also annexed and form part ofthis report. Inspection under section 209 A of the CompaniesAct 1956 was initiated by the office of Regional Director,Western Region, Ministry of Corporate Affairs, and theCompany has taken steps for rectification, condonation /compounding with the appropriate authority.

The Indian IT/ITES Industry continues to show resilience inthe face of severe economic downturn in key markets.According to the annual NASSCOM survey , on theperformance of the Indian IT-BPO services sector forFY 2008-09, this sector achieved gross revenues of US$ 58.8billion in FY 2008-09 as against US$ 52 billion inFY 2007-08. Export revenues recorded a growth of 16.3%and clocked revenues of US$ 46.3 billion in FY 2008-09 upfrom US$ 40.4 billion in FY 2007-08. The domestic segmentgrew by 21.0% to register revenues of Rs. 570 billion asagainst Rs. 470 billion in FY 2007-08. The survey alsoprojects that export revenue shall grow at 4 to 7 percent toreach US$ 48 to 50 billion during FY 2009-10. The domesticIT-BPO revenue for FY 2009-10 estimated at Rs. 650 billionto 670 billion representing a growth of 15.0%.

During the year, the Company launched various unique andstate-of the-art solutions, in the markets it operates in, byinnovatively combining the technologies acquired fromworld-leading companies and its existing repository ofextensive IPR.

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Financial Statements

Business Operations Overview and Outlook

Business Outlook

The Company launched ROLTA Geospatial Fusion , aunique solution for enabling fusion of various disparategeospatial and non-spatial databases and softwareapplications. The Company now offers solutions forinsightful decision-making by leveraging synergies betweenits own state-of-the-art Enterprise Geospatial InformationSolutions (EGIS) and Enterprise IT Solutions (EITS)software and middleware products, and extensive domainexpertise in various verticals. The Company’s portfolio nowcovers conceptual design and consulting, development andcustomization of solutions, systems integration,implementation, technical support and maintenance. ROLTAGeospatial Fusion has been very well received in variousmarkets, with the Company having won orders in India,North America, the Middle East and Africa for thesesolutions.

The Company also launched state-of-the-art solutions forEarth Science applications and are already deployed andbeing actively used for mission-critical applications, byhundreds of users, across the country. These solutionsprovide some of the most advanced Geo-Imaging andPhotogrammetry capabilities, including knowledge basedand neural network classification, automatic changedetection and next generation stereo-imagery ingestion,triangulation, DEM, orthophoto generation and mapfinishing, from multi-sensor satellite and aerial imagery.

The Company continues to maintain its leadership in theIndian Defense Geospatial market In the past year, Rolta hasexecuted sensitive and large Defense projects, based onRolta’s own Intellectual Property (IP), for complexCommand & Control (C2) and Intelligence, Surveillance andReconnaissance (ISR) requirements. With on-going transferof technology from Thales, Rolta Thales Limited (RTL), theCompany's joint venture with Thales, France, continues todevelop and launch innovative solutions, customized forIndian defense requirements. This, combined with theDefense Industrial Licenses awarded to Rolta, positions theCompany very well for addressing critical and very largemodernization programs of the Indian Armed Forces, such asfor Battle Field Management Systems, TacticalCommunication Systems and Digital Soldier Systems. TheCompany has also launched very comprehensive anduniquely integrated solutions for the large Homeland andMaritime Security markets by leveraging the strengths of itsown IP and Thales technology.

During the year, the Company acquired PioconTechnologies, Inc. of Chicago, IL, USA, thereby acquiringexceptional capabilities to address critical operational andreliability needs of Owner-Operators. The Companylaunched ROLTA OneView - a state-of-the-art and uniquesolution for addressing these needs by integrating businessintelligence tools with enterprise-level engineering databases

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1 http://www.nasscom.in/Nasscom/templates/normalpage.aspx?id=57224

and applications. This solution provides operationalexcellence and high reliability metrics through accurateand timely reporting on more than 100,000 pieces ofequipment and hundreds of operations throughout a largeplant. ROLTA OneView provides significantimprovements in plant operations, resulting in downtimereduction, inventory rationalization, optimization of rawmaterial selection and improved planning. The Companycontinues to expand this exceptional solution, whichprovides a very high-value proposition, especially in thesechallenging times. This solution is field proven anddeployed successfully in multiple refining facilities of oneof the world's largest oil companies.

The Company’s JV with The Shaw Group – Shaw RoltaLimited is making good progress and the Company is wellpositioned to take advantage of opportunities opening upin the Indian power sector, especially the nuclear powersector, by leveraging the strengths of its JV partner, theShaw Group Inc., USA, a world leader in this field.

The Enterprise Information and Technology Solutionportfolio underwent a paradigm shift during the year. TheCompany now addresses the enterprise-wide end-to-endneeds of organizations, with its comprehensive range ofsolutions and services for large-scale ERP applications,sophisticated database requirements, business intelligenceand agile SOA implementations including enterpriseapplication (EA), business process management (BPM)and governance.

The Company launched the ROLTA SOA Today andROLTA iPerspective based solutions. These exceptionalsolutions enables large organizations to quickly bringcorporate strategy in line with business user needs whilemodernizing / upgrading their IT systems and uniquelymake information stored in disparate databases andheterogeneous platforms securely available and re-usableacross the enterprise. The ROLTA SOA Today andiPerspective solution incorporates the Company’sexceptional IPR (patent filed in US).

The Company now addresses the mission-critical needs ofcustomers in the core sectors of Oil & Gas, Power,Defence and Security. These sectors are poised forincreased growth and the Company is very well placed toexploit these emerging opportunities, due to its successfultrack record of over 25 years and unique suite of solutionsbased on its own IP.

Rolta continues to be committed to good corporategovernance aligned with the best practices. It hascomplied with all the standards set out by SEBI and theStock Exchanges.

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CORPORATE GOVERNANCE

A separate Report on Corporate Governance along withAuditors’ Certificate on compliance with the conditions ofCorporate Governance as per Clause 49 of the ListingAgreement with the Stock Exchanges is provided as a part ofthis Annual Report, besides the Management Discussion andAnalysis, Risk Management and Shareholders Information.

The Company has achieved dematerialization of 97 .89 %of its equity shares held in the electronic mode with NSDLand CDSL.

The Company had set up, after its initial public offer, an in-house Investor Service cell that is recognized by SEBI. Roltahas established connectivity with the NSDL and CDSLdepositories in India to provide prompt transfer and dematservices. Rolta accords high priority to the dissemination ofinformation to investors by posting its Annual Report,Quarterly Results, and Press Releases on its website. TheCompany has initiated various investor friendly measures aselaborated elsewhere in this Annual Report.

Rolta has a vibrant work atmosphere and has been able toface the challenges of the economic downturn with fortitude.It continues to be an employer of choice across geographies.We are happy to report that in an HR Survey and theEmployee Satisfaction Survey for the year 2009, Rolta hasbeen ranked at the #1 position in Human Relations (HR),and at the 3rd position in overall ranking in the 2009DATAQUEST survey of Best Employers in the IT sector.

The overall composite rank is based on scores for HR andEmployee Satisfaction Survey. Rolta was ranked amongst thetop three in the Employee Satisfaction Survey in parameterssuch as Culture & Environment; Job Content / GrowthOpportunity; Training, Salary & Compensation; andLeadership & Colleagues. The survey ranked companiesbased on personal interviews with over 2900 employees fromnumerous companies. Rolta has improved its standing from acommendable 4th position in the previous year to an evenbetter 3rd overall rank this year.

The Company formulated and implemented an EmployeeStock Option Plan in accordance with the guidelines issuedby SEBI. The ESOP 2007 and 2008 were amended with theapproval of the members through a Postal Ballot, the resultsof which were declared on 15th June 2009. The Amendmentprovides for giving a choice to grantees of ESOP 2007 and2008 to surrender their Options; such surrendered Optionsincluding the lapsed Options then become available to theCompany for reissue. The implementation of thisamendment is in process, however the details of the optionsgranted and outstanding up to June 30, 2009, as required byclause 12 of the SEBI (Employees Stock Option Scheme andEmployees Stock Purchase Scheme) Guidelines, 1999, areset out in the Annexure to this Report.

HUMAN RESOURCES

69

PARTICULARS OF EMPLOYEES

DIRECTORS' RESPONSIBILITY STATEMENT

FIXED DEPOSITS

TRANSFER OF UNCLAIMED AMOUNTS TO IEPF

Rolta is presenting the abridged accounts under section 219of the Companies Act 1956, pursuant to the rules and formsread with section 219 of the Companies Act 1956 and interms of the provisions of section 217(2A) of the CompaniesAct 1956, read with the Companies ( Particulars ofEmployees ) Rules, 1975 as amended, the names and otherparticulars of the employees are required to be set out in theannexure to the Directors’ Report. However, as perprovisions of Section 219(1)(b)(iv) of the said Act, theannual report excluding the aforesaid information is beingsent to all the members of the Company and others entitledthereto. Any member interested in obtaining such particularsmay write to the Company Secretary at the registered officeof the Company.

As required by Section 217 (2AA) of the Companies Act1956 your Directors confirm that;

In the preparation of the annual accounts, the applicableaccounting standards have been followed along with properexplanations regarding material departures, if any.

The Directors had selected such accounting policies andapplied them consistently, and made judgments andestimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at theend of the financial year 2008-09 and of the profit of theCompany for that financial year.

The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordancewith the provisions of this Act, for safeguarding the assets ofthe Company and for preventing and detecting fraud andother irregularities.

The Directors have prepared the Annual Accounts on a‘going concern basis’.

The Company has not accepted any deposits and, as such,no amount of principal or interest was outstanding on thedate of the Balance Sheet.

Pursuant to the provisions of Section 205A (5) of theCompanies Act, 1956, the dividends declared by theCompany on equity shares, which have remained unclaimedfor a period of seven years, have been transferred by theCompany to the Investor Education and Protection Fund(IEPF) established by the Central Government pursuant toSection 205C of the said Act, last such unclaimed Dividendamount of Rs 1,25,02,675 for the financial year 2001 wastransferred on August 05, 2009.

DIRECTORS

AUDITORS

ACKNOWLEDGMENTS

The Board of Directors of the Company is broad based andcomprises of individuals drawn from various fields. In termsof the Corporate Governance norms the Board of theCompany comprises of 12 Directors, six of whom areIndependent Directors. In accordance with the provisions ofthe Companies Act, 1956 and the Company's Articles ofAssociation, Mr. Behari Lal, Mr. K R Modi and Mr. BenedictEazzetta retire by rotation in the forthcoming AnnualGeneral Meeting. Being eligible, they offer themselves for re-appointment.

Mr Pannir Selvam, an independent Director on the Boardsuffered a massive cardiac arrest on 21st April 2009 andpassed away. Consequently he ceased to be a Director of thecompany from that date. The Board places on record itsdeep appreciation of the services rendered by him during histenure as Director of the Company.

Mrs. Preetha Pulusani a Director tendered her resignationfrom the Board effective 18th June 2009. The Board placeson record its deep appreciation of the services rendered byher during her tenure as Director of the Company. Shehowever continues her association with the company as aSenior Technology Advisor.

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

Your Directors thank all the shareholders, customers,vendors, other business partners, Joint Venture partners M/sShaw Group Inc, USA and M/s Thales group, France, Banksand Financial Institutions for the support extended by them.We also thank the Central Government, the concerned StateGovernments, and other Government authorities for theirsupport.

Your Directors also wish to place on record their appreciationof the contribution made by ROLTAites at all levels but forwhose hard work, solidarity and support your Company’sconsistent growth would not have been possible.

MumbaiOctober 22, 2009

For and on behalf of the Board of Directors,

Chairman & Managing DirectorKamal K Singh

70

time as well, and can end up pushing business past thewindow of opportunity.

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).

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.

ROLTA iPerspective is a technology that offers a very

unique suite of software tools to create and manage SOA

services. iPerspective automatically creates, generates and

deploys secured web services. By creating a standard, secure

conduit to data sources, iPerspective generates and manages

files needed to expose tables, views, packages, procedures,

and functions as web services. It makes them appear as if they

are on one platform. It exposes existing code and makes code

reuse easy by wrapping all existing procedures, packages,

etc., as services available to databases.

ROLTA has filed for patents in the USA. (Non-provisional

Patent Application Under 35 U.S.C. #111(a) and 37 C.F.R.

#1.53(b) In the United States Patent and Trademark Office -

Service Oriented Architecture System and Method).

ROLTA Geospatial Fusion integrates disparate systems using

seamless configuration techniques, cutting down costs and

development time in the process.

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. ROLTA’s Geospatial Fusion Solution has the power

to bring information together from various systems, without

the need for transformation.

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Annexure to Directors’ Report

71

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 bythe Company, Rules 2A and 2B of the Companies (Disclosureof Particulars in the Report of the Board of Directors) Rules,1988 concerning conservation of energy are not applicable tothe Company. Rolta being an IT Company requires minimalenergy consumption and does not use motive power.However, every effort is made to ensure that energy efficientequipment is used to avoid wastage and conserve energy, asfar as possible.

Since its inception, ROLTA has been continually developinginnovative solutions, based on technologies from its partners,which have brought ever increasing value to the stakeholders.In recent years, the Company has made concerted efforts andlarge investments to establish dedicated research anddevelopment centers for building its own intellectual propertyfor creating solutions that are world-class and stand out for theiruniquely innovative approach to addressing enterprise-leveldecision support needs.

ROLTA has established R&D Centers in Mumbai, and at itswholly owned subsidiaries in Chicago, Denver, Atlanta andToronto. Ministry of Science & Technology of theGovernment of India has accorded recognition to ROLTA’sin-house R&D facilities. ROLTA’s R&D Teams are working onnumerous exciting projects and a few examples of solutionsand technologies developed by ROLTA R&D are given below.

Application integration is the #1 IT challenge, according to a2008 survey of IT professionals. As companies grow, theydevelop more and more applications and technologies thataren’t capable of sharing data. Islands of data form withredundant content, resulting in excessive overhead and risk ofhaving the wrong data in the wrong place at the wrong time.Finding the right integration solution remains a top challengefor CTOs. Traditional offerings require many differentconnector software modules, long implementation timesand lots of investment. They often don’t deliver to the realend users’ needs. Changes to the traditional offerings take

Annexure to Directors’ Report

72

The configuration capability of ROLTA’s Geospatial Fusionsupports a rapid prototyping approach that providesimmediate results through incremental development. TheGeospatial Fusion framework configures quickly andcombines the capabilities of available commercial GIS andbusiness systems with ROLTA’s unique integrationtechnologies, ensuring rapid deployment.

ROLTA OneView is a web-based business intelligenceapplication which empowers personnel in the process andpower industries to make on-time decisions at all levels of theorganization. ROLTA OneView provides an innovativeplatform to improve overall performance and operationaleffectiveness by aligning the work-process efforts of personnelwith the specific goals of the business. By creating a holisticcenter from which collaborative decision making can takeplace, ROLTA OneView lowers organizational risk andestablishes a cross-functional paradigm shift that unitesdiverse users around one view of their business.

The CommonObject Model serves as the informationalbackbonefor all facetsofOneView. This singlepoint of access provides across-functional view ofmulti-sourced informationbasedonInternational Standard for Integration (ISA-95)andother industrystandards andbest practices. This comprehensivedatawarehouseincorporates all relevant historyand trending, providing for “sliceand dice” anddrillingcapabilities.

The OneView ETL and SOA Layers have been designed tomaximize versatility and connectivity. Pre-built connectorsaccommodate industry-leading source applications. Additionalconnectors can be readily integrated. Data integrity and proper

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aggregation are assured and SOA capability is provided throughROLTA’s iPerspective solution.

ROLTA has developed software toolsets for photogrammetricmapping and processing of aerial and satellite imagery. These arebeing continually enhanced to add functionality, as also toimprove productivity of users. For example, R&D efforts are on tointerface with a multitude of new sensors being released byvarious agencies world-wide, including those mounted on Indiansatellites; to introduce higher levels of automation for gains inproductivity and accuracy for 3-D map compilation.

RoltaImageProcessingsoftwareisbeingdevelopedtoexploitawiderangeof images,capturedfromactiveandpassivesatellitesensors.

The image display system would be scalable and efficient sothat large images of the tune of 100s of GB size are displayedrapidly. This involves research in the areas of data reading, datare-sampling and tiling and smart rendering. Image analysisfunctionalities include reading and writing OGC compliantimage files, image registration and ortho-rectification, imagemanipulation, unsupervised classification, contrastenhancement and filtering of images.

ROLTA’s R&D Centers are engaged in developing solutions thatleverage ROLTA’s IP for various vertical segments. For example,ROLTA is developing solutions based on ROLTA GeospatialFusion engine that are of national importance in the areas ofDefense & Homeland Security. For commercial organizations,we have developed enterprise level decision support systems forEconomic Development agencies, Utility companies, OilRefineries and Transportation agencies.

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5. Expenditure on R & D

Year ended30th June 2009

Year ended30th June 2008

a Capital 2511.84 2023.46

b Revenue 5170.26 2524.48

c Total 7682.10 4547.94

d Total R & D expenditure as a percentage of total turnover 5.60% 4.24%

C. FOREIGN EXCHANGE EARNINGS & OUTGOThe information on foreign exchange earning and outgo is contained in the notes to the accounts.

(Rs. In Lacs)

Annexure to Directors’ Report

73

c) Options vested 637,000 options havevested with effectfrom December 30,2005

505,375 options havevested with effectfrom April 24,2008

645,000 options havevested with effectfrom April 24,2009

Nil, as the period oftwo years will becompleted only fromJuly 23,2009 onwards.

Nil, as the period oftwo years will becompleted only fromNovember 03,2010.

Annexure II to the Report of the DirectorsStatement as at June 30, 2009, pursuant to Clause 12 (Disclosure in the Directors' Report) of the Securities Exchange Board ofIndia (Employee Stock Option Scheme) Guidelines, 1999.

a) Options granted 911,500 optionsgranted by theCompany onDecember 30, 2003 atthe exercise price ofRs 111.35 pershare.(Rs 55.68 ExBonus)

852,500 optionsgranted by theCompany on April24,2006 at theexercise price of Rs252.30 per share.(Rs126.15 ex bonus)

1,427,500 optionsgranted by theCompany on April24,2007 at theexercise price of Rs419.70 per share (Rs209.85 ex bonus)

a)1,25,000 options atRs 481.45 ( Rs 240.73ex- bonus) per shareon July 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 and d)14,55,500options at Rs 261.75per share on June27,2008 granted bythe Company.

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

Description ESOP Grant ESOP Grant ESOP Grant ESOP Grant ESOP GrantFY 2002-03 FY-2005-06 FY 2006-07 FY 2007-08 FY 2008-09

b) Pricing formula Options have beengranted at the closingmarket price of theEquity shares of theCompany on theStock Exchange,Mumbai, on the dateof grant of options(30-12-2003).

Options have beengranted at the closingmarket price of theEquity shares of theCompany on theStock Exchange,Mumbai, on the dateof grant of options(24-04-2006).

Options have beengranted at the closingmarket price of theEquity shares of theCompany on theStock Exchange,Mumbai, on the dateof grant of options(24-04-2007).

Options have beengranted at the closingmarket price of theEquity shares of theCompany on theStock Exchange,Mumbai in the case ofa) above and NationalStock Exchange inthe case of b), c) andd) above on therespective dates ofgrant of options.

Options have beengranted at the closingmarket price of theEquity shares of theCompany onNational StockExchange, on the dateof grant of options(03.11.2008).

d) Options exercised NIL457,408 204,337 NIL NIL

e) Total number ofOrdinary sharesarising out of theOptions

914,816(incl bonus shares)

408,674(incl bonus shares)

NIL NIL NIL

f) Optionslapsed/Surrendered

365,273 options havelapsed consequentupon the cessation ofemployment by theallottees and nonexercise of vestedoptions.

204,500 options havelapsed consequentupon the cessation ofemployment by theallottees.

161,250 options havelapsed consequentupon the cessation ofemployment by theallottees and 245,000options have beensurrendered bygrantees uptoJune 30, 2009.

150,000 and 42,500out of grants made onApril ,30,2008 andJune 27,2008respectively havelapsed consequentupon the cessation ofemployment by theallottees. 180,000options have beensurrendered bygrantees uptoJune 30, 2009.

NIL

Annexure to Directors’ Report

74

g) Variations of termsof options

Not Applicable In June 2009 terms ofoptions were changedas follows1. An enabling

provision was madein the terms of thePlan for voluntarysurrender of vestedand unvestedoptions by thegrantees at anytime during theiremployment in thecompany with aprovision to reissuesurrenderedoptions.

In June 2009 terms ofoptions were changedas follows1. An enabling

provision wasmade in the termsof the Plan forvoluntarysurrender of vestedand unvestedoptions by thegrantees at anytime during theiremployment in thecompany with aprovision toreissue surrenderedoptions.

In June 2009 terms ofoptions were changedas follows

1) An enablingprovision wasmade in the termsof the Plan forvoluntarysurrender of vestedand unvestedoptions by thegrantees at anytime during theiremployment in thecompany with aprovision toreissue surrenderedoptions.

In April 2007 terms ofoptions were changedas follows1) 50% of options were

made exercisable atthe end of 2 yearsinstead of 25%

2) Exercise periodincreased from 1year to 3 years fromthe date of vesting

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

4) In case ofpermanentIncapacitation ofgrantee, all optionsgranted shall vestimmediately on suchincapacitation.

5) In the event of anychange of control ofthe Company, aprovision has beenmade for acceleratingthe vesting/exerciseperiod in certaincases under theScheme.

Description ESOP Grant ESOP Grant ESOP Grant ESOP Grant ESOP GrantFY 2002-03 FY-2005-06 FY 2006-07 FY 2007-08 FY 2008-09

h) Money realized byexercise of theOptions

Rs 50,932,380.08 5,15,54,225.10 NIL NIL NIL

i) Total number ofOptions in force

88,819 443,663 1,021,250 1,633,000 120,000

j) i) Details ofOptionsgranted to seniormanagerialpersonnel duringthe FY

ii) Any otheremployee whoreceives in anyoneyear of grant of

optionamounting to5% or more ofoptions grantedduring that year

-

NIL

- - -

NIL NIL NIL

NIL

NIL

Annexure to Directors’ Report

75

Description ESOP Grant ESOP Grant ESOP Grant ESOP Grant ESOP GrantFY 2002-03 FY-2005-06 FY 2006-07 FY 2007-08 FY 2008-09

iii) Identifiedemployees, whowere grantedoptions, during anyone year, equal toor exceeding 1% ofthe issued capital(excludingoutstandingwarrants andconversions) of theCompany at thetime of the grant.

NIL NIL NIL NIL NIL

l) i) Method of calculation of employee compensation cost

ii) Difference between the employee compensation cost socomputed at (i) above and the employee compensation cost thatshall have been recognised if fair value of options had beenused

iii) The impact of the difference on profits and EPS of theCompany for the Year ended June 30,2007 had fair value ofoptions had been used for accounting Employee Options

The Company has calculated the employee cost using the intrinsicvalue method of accounting to account for Employee Options grantedin 2003, 2006, 2007 and 2008. The stock based compensation cost asper the intrinsic value method for the year ended June 30, 2009 is Nil.

Rs 1179.39 lacs

Profit After Tax As reported 37232.40Less: Fair Value compensation cost 1179.39Adjusted Profit After Tax 36053.01

As reported 23.13As adjusted 22.40

As reported 23.08As adjusted 22.35

Rs in lacs

Earning per Share in RsBasic

Diluted

k) Diluted Earning Per Share(EPS) calculated in accordance withAccounting Standard 20 issued by ICAI for the year ended June 30,2009.

Rs 23.08

m) Weighted average exercise price and weighted average fair valuesof options granted during the year whose exercise price equalsmarket price of stock on the Grant Date (There are no optionsgranted whose exercise price either exceeds or less than the marketprice of the stock

Weighted Average Fair value ofOption

Weighted Average Exercise Price

ESOP Grant November 03,2008Rs

191.70

80.91

n) 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 options has been calculated by using Black Scholes' Method. The assumptions used in the above are:

Risk free interest rate 8%

Expected Average Life of Options 4.25

Expected Volatility based on daily closing market price 48.46%

Expected Dividend Yield 1.83 %

The price of underlying share in the market at the time of Grant 191.70

ESOP- November 2008

Corporate Social Responsibility

students are taking advantage of study material placed inthe Library. The Foundation has donated computers andother IT networking systems for the library setup. Rolta ispleased that this Digital Library has been credited andacknowledged by being named as the “ROLTA Library”.Also, substantial financial assistance has been provided forestablishing a diagnostic center with latest equipment andinfrastructure facilities, in the new complex coming upadjacent to the Trusts present building. This center willserve people from all parts of the country.

4. A mobile workshop and ambulance bus has been providedto the Sri. Bhagwan Mahaveer Viklang Sahayata Samiti,Jaipur. This bus is fully equipped with machinery andnecessary apparatus required for manufacturing artificiallimbs and travels right up to the borders of the countryand especially Jammu and Kashmir areas, where ourJawans and other Civilians are provided on the spotattendance in the making of artificial limbs and fitting thesame. This service eliminates the need for travel to Jaipurand gives confidence and new lease of life to physicallychallenged persons.

5. The foundation has provided financial assistance toNational Society for Prevention of Blindness to performoperative procedures to correct vision related ailments forpoor and needy patients in Madhya Pradesh.

6. The United Physically Handicapped School, Coimbatorehas been provided donations for it to cater to therequirements of physically challenged children, helpingthem with care and good education for their better futureprospects.

7. The Cancer Patient Aid Association, Mumbai, is activelyinvolved in elevating the sufferings of the Cancer patientsfrom all sections of society. The Foundation has donatedfunds to the Association to support its efforts.

8. The Foundation has provided assistance in the form ofcomputer lab to Shri C. B. Gupta Vidyapeeth , AligarhMathura Road – UP, to train the students of the collegein use of computers.

9. Assistance has been provided to Blind Association ofIndia, Mumbai for catering to the medical needs of itsblind and destitute students. The Foundation has alsoprovided computer systems for training the students andhelping them secure their future.

Despite having undertaken these activities, the Foundationunderstands that there is still so much more to do and muchmore that can be done.

The Rolta Foundation is committed to continue to work,relentlessly, to ensure improvement of general health, spreadof non-formal education among all members in the communityand the upliftment of the underprivileged strata of society.

76

On Corporate Social Responsibility (CSR), Peter Drucker, thefather of modern management stated, “One is responsible forone's impact, whether they are intended or not. This is thefirst 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 is understood very well and thecompany has made the Rolta Foundation a conduit for all itsCSR activities.

Of the many challenges that our society faces, the RoltaFoundation has identified a few prime ones and has taken majorsteps to address these. The Rolta Foundation focuses on Health,Education and Social Upliftment across the economicallychallenged sections of the society.

The Rolta Foundation is involved directly and indirectly(through other charitable trusts) in these activities. It hasensured that the activities undertaken and the consequentdonations made are put to good use and follows up on the endresult of the initiative. Significant amounts have been donatedto various charitable organizations in the matter of providingeducational facilities, medical facilities and improving the well-being and general care of orphans, physically challenged andeconomically challenged children.

Major initiatives have already been undertaken across thecountry and a few examples of the work done are given below:

1. The Foundation has donated critical funds required by theSV Institute of Medical Sciences (SVIMS) a medical wingof the Tirumala Tirupati Devasthanam (TTD), who haverecently started the “Rolta Oncology Block” for the latesttreatment of Cancer patients. This is an immediate need insouthern part of the country to mitigate suffering of Cancerpatients. Another donation has been made to the “BIRRD”medical wing, for infrastructural facilities for providingmedical assistance to thousands of patients on daily basis.

2. The Foundation has helped the Andrew's Vision Centre atWilson College, Mumbai with special IT equipment to setup a centre for the visually challenged.

3. A fully equipped Digital Library has been provided to the SriSiddhivinayak Temple Trust, Mumbai where thousands of

To

Rolta India Limited:The Board of Directors of

Auditors’ Report

We have audited the attached Consolidated Balance Sheet

of Rolta India Ltd. (the Company) and its subsidiaries &

joint ventures (collectively, 'the Group') as at 30th June,

2009, 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 Rs. 379.32 crores as at 30th

June 2009, total revenue of Rs. 394.38 crores & cash outflow

of Rs.13.32 crores for the year ended 30th June, 2009 and

the financial statements of Rolta UK Ltd, Rolta Saudi Arabia

Ltd., Rolta Middle East FZ LLC, UAE, whose financial

statements reflect total assets (Rs. 76.21) crores as at 31st

March 2009, total revenue of Rs. 78.43 crores & cash inflow

of Rs.2.15 crores for the year ended 31st March, 2009,

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 (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, 2009;

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

Membership No. 104180

Place: Mumbai

Date: August 03, 2009

Khandelwal Jain & Co.

Chartered Accountants

Shivratan Agarwal

Partner

77

Rolta India Limited and it's Subsidiaries

Consolidated Balance SheetAs at 30th June 2009 (Amount in Rs.)

Schedules

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 Directors

For

M.No.104180

Mumbai,Date: August 03, 2009 Date: August 03, 2009Mumbai,

Khandelwal Jain & Co.

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

Hiranya Ashar Dharmesh Desai

Chartered Accountants

Partner Chairman & Managing Director Director Director

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

Jt. Managing DirectorAtul D. Tayal

30th June 2009 30th June 2008

78

SOURCES OF FUNDS

APPLICATION OF FUNDS

Share Capital A 1,610,066,150 1,608,975,510Reserves & Surplus B 12,805,565,539 10,247,441,628

14,415,631,689 11,856,417,138

Secured Loans C 3,858,311,221 -Unsecured Loan D 6,109,037,181 6,937,936,091

478,949,574 458,626,6567,978,888 15,361,369

EGross Block 16,518,105,140 10,583,293,334Less: Depreciation / Amortisation 4,047,484,069 4,090,439,257Net Block 12,470,621,071 6,492,854,077Add: Capital Work In Progress 2,793,142,947 1,729,193,847

15,263,764,018 8,222,047,9243,009,800,561 2,000,166,482

F 354,171,135 2,816,253,499174,075,623 -72,177,642 63,306,431

a) Inventories G 104,523,579 214,187,306b) Sundry Debtors H 5,950,948,316 5,017,795,912c) Cash & Bank Balances I 1,375,760,604 2,598,304,034d) Other current assets J 136,175,453 215,667,414e) Loans & Advances K 1,168,713,608 945,167,262

8,736,121,560 8,991,121,928L 2,740,201,986 2,824,555,010

5,995,919,574 6,166,566,918

R

Shareholders' Funds

Loan Funds

Deferred Tax Liability (net)Minority InterestTotal 24,869,908,553 19,268,341,254

Fixed Assets

GoodwillInvestmentsForeign Currency Monetary Item Translation Difference AccountDeferred Tax Assets (net)Current Assets, Loans And Advances

Less : Current Liabilities And ProvisionsNet Current AssetsTotal 24,869,908,553 19,268,341,254Significant Accounting PoliciesAnd Notes To Accounts

79

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 Directors

For

M.No.104180

Mumbai,Date: August 03, 2009 Date: August 03, 2009Mumbai,

Khandelwal Jain & Co.

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

Hiranya Ashar Dharmesh Desai

Chartered Accountants

Partner Chairman & Managing Director Director Director

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

Jt. Managing DirectorAtul D. Tayal

Rolta India Limited and its Subsidiaries

Consolidated Profit And Loss AccountFor The Year Ended 30th June 2009 (Amount in Rs.)

Schedules

INCOME

EXPENDITURE

Sale of IT Solutions & Services 13,728,128,951 10,722,143,683Other Income M 690,437,400 169,751,168

Material Cost N 1,967,941,741 2,560,344,127Manpower cost O 5,486,663,989 3,200,780,855Other expenses P 1,638,262,457 1,063,623,778Interest Q 125,837,443 -Depreciation / Amortisation E 1,867,124,318 1,382,535,395

3,332,736,403 2,684,610,696Less : Provision For Taxation (Refer Note No 7 of schedule R) 401,849,359 387,799,654

2,930,887,044 2,296,811,042Add : Minority Share in Losses 7,382,482 9,138,631

Add : Balance brought forward from previous year 6,223,202,372 4,756,871,743

Dividend Paid 111,605 90,075Proposed Dividend 483,019,845 482,692,653Income Tax on Proposed / Paid Dividend 86,356,941 86,297,674Transfer to General Reserve 388,573,996 270,538,642

(equity shares,par value Rs.10 each)Basic 18.25 14.37Diluted 18.21 14.19(Refer Note No 14 of Schedule R)

R

Total 14,418,566,351 10,891,894,851

Total 11,085,829,948 8,207,284,155Profit Before Tax

Profit After Tax

Profit For The Year 2,938,269,526 2,305,949,673

Balance Available For Appropriation 9,161,471,898 7,062,821,416APPROPRIATIONS

Balance Carried To Balance Sheet 8,203,409,511 6,223,202,372Earnings Per Share

Significant Accounting PoliciesAnd Notes To Accounts

30th June 2009 30th June 2008

80

Schedules Forming Part of Consolidated Balance SheetAs at 30th June 2009

SCHEDULE - A

SCHEDULE - B

SCHEDULE - C

SCHEDULE - D

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

2,500,000,000 2,500,000,000

161,006,615 (Previous Year 160,897,551) Equity Shares of Rs.10 each fully paid up. 1,610,066,150 1,608,975,510(Refer Note No.8 of Schedule R)

As Per last Balance Sheet 2,821,829,199 4,091,550,780Reversal of Premium on buyback of FCCBs 130,388,363 -(Refer Note No.10 (c) of Schedule R)

Add: Receipts on Exercise of Stock Option by Employees 7,127,462 57,005,4932,959,345,024 4,148,556,273

Less: Share / Bond Issue Expenses - 14,835,753Less: Capitalisation on Issue of Bonus Shares - 801,365,230Less: Premium on Redemption of Bonds 382,299,154 510,526,091Balance at the end of the year 2,577,045,870 2,821,829,199

10,448,850 7,999,9505,490,003 5,998,150

179,291,630 61,942,077

As per last Balance Sheet 1,126,469,880 888,823,963Less: Adjustment for Employee Benefit Provision (As per revised AS-15) - 32,892,725Add : Adjustment on adoption of Companies (Accounting Standards)

Amnendment Rules 2009 (Refer Note No.11 of Schedule R) 314,835,798 -Add : Transfer from Profit & Loss Account 388,573,996 270,538,642Balance at the end of the year 1,829,879,674 1,126,469,880

Transferred from Profit & Loss A/c. 8,203,409,511 6,223,202,372

External Commercial Borrowings 2,537,110,000 -Other Term Loans 1,321,201,221 -

(Refer Note No.9 of Schedule R)

Foreign Currency Convertible Bonds (FCCB) 5,346,600,300 6,427,410,000Premium on Redemption of Bonds 762,436,881 510,526,091

(Refer Note No.10 of Schedule R)

Issued, Subscribed & Paid up :

1,610,066,150 1,608,975,510

RESERVES AND SURPLUSSecurities Premium Account

Add:

Statutory Reserves (Refer Note No. 6 of Schedule R)Merger ReserveTranslation Reserve (Refer Note No. 1.2 b (v) of Schedule R)General Reserve

Surplus in Profit & Loss Account

12,805,565,539 10,247,441,628

SECURED LOANS

3,858,311,221 -

UNSECURED LOANS

6,109,037,181 6,937,936,091

30th June 200830th June 2009

(Amount in Rs.)

PARTICULARS

Free Hold Land 104,753,088 - (5,181,491) 109,934,579 - - - - 109,934,579 104,753,088Lease Hold Land 76,156,243 - - 76,156,243 9,891,470 1,118,999 - 11,010,469 65,145,774 66,264,773Building 2,164,750,635 2,016,440,384 5,906,626 4,175,284,393 216,315,178 52,488,323 2,249,997 266,553,504 3,908,730,889 1,948,435,457Computer Plant &Machinery 7,480,337,910 4,815,228,090 1,876,347,761 10,419,218,239 3,643,171,716 1,718,542,312 1,885,504,117 3,476,209,911 6,943,008,328 3,837,166,194Other Equipment 363,992,141 212,526,276 32,397,518 544,120,899 114,776,853 24,828,607 24,587,807 115,017,653 429,103,246 249,215,288Furniture & Fixtures 312,952,324 290,052,251 (22,398,907) 625,403,482 90,398,815 34,212,402 (4,450,140) 129,061,357 496,342,125 222,553,509Vehicles 80,350,993 852,823 7,653,882 73,549,934 15,885,225 8,213,671 23,66,727 21,732,169 51,817,765 64,465,768Sub Total 10,583,293,334 7,335,099,824 1,894,725,389 16,023,667,769 4,090,439,257 1,839,404,314 1,910,258,508 4,019,585,063 12,004,082,706 6,492,854,077Intangible Assets(IntellectualProperty Rights) - 494,437,371 - 494,437,371 - 27,720,004 (179,002) 27,899,006 466,538,365 -

Opening Additions Sale/ Closing Balance Up-to For the Year On Up-to As-at As-atBalance During The Adjustment 30.06.09 30.06.2008 Deduction 30.06.09 30.06.09 30.06.2008

01.07.2008 Year During the Year / Adjustment

GRAND TOTAL 10,583,293,334 7,829,537,195 1,894,725,389 16,518,105,140 4,090,439,257 1,867,124,318 1,910,079,506 4,047,484,069 12,470,621,071 6,492,854,077PREVIOUS YEAR 8,283,458,694 3,224,506,540 924,671,900 10,583,293,334 3,619,102,468 1,382,535,395 911,198,606 4,090,439,257 6,492,854,077

FIXED ASSETSSCHEDULE - E

(Amount in Rs.)

GROSS BLOCK DEPRECIATION / AMORTISATION NET BLOCK

81

(Amount in Rs.)

SCHEDULE - F

SCHEDULE - G

SCHEDULE - H

SCHEDULE - I

SCHEDULE - J

SCHEDULE - K

INVESTMENT

354,171,135 2,816,253,499

INVENTORIES

104,523,579 214,187,306

SUNDRY DEBTORS (Unsecured)

- -

5,950,948,316 5,017,795,912

CASH AND BANK BALANCES

Cash on Hand

Balances with Schedule banks in

1,375,760,604 2,598,304,034

OTHER CURRENT ASSETS

136,175,453 215,667,414

LOANS AND ADVANCES

1,168,713,608 945,167,262

Current Investment (Non Trade)

Investment in Mutual Funds (Debt funds) 354,171,135 2,816,253,499

Software & Toolkits 104,523,579 214,187,306

Outstanding for a period exceeding 6 months

Considered Doubtful 46,593,146 15,695,378

Less: Provision for Doubtful Debts 46,593,146 15,695,378

Considered Good 2,802,773,575 1,986,599,643

Others (Considered Good) 3,148,174,741 3,031,196,269

1,026,023 2,015,704

Current Accounts 226,712,761 470,472,796

Dividend Accounts 50,478,154 54,844,454

Deposit Accounts 1,097,543,666 2,070,971,080

Interest Accrued 81,412,934 131,206,252

Other receivables 54,762,519 84,461,162

(Unsecured, considered good)

Unbilled Revenues 731,599,483 773,942,856

Advances, Security Deposits recoverable in cash or in kind or for value to be received 315,111,654 57,034,101

Prepaid Expenses 122,002,471 114,190,305

30th June 2009 30th June 2008

Schedules Forming Part of Consolidated Balance SheetAs at 30th June 2009

82

SCHEDULE - L

SCHEDULE - M

SCHEDULE - N

CURRENT LIABILITIES & PROVISIONS

CURRENT LIABILITES

1,794,091,313 1,998,225,289

PROVISIONS

2,740,201,986 2,824,555,010

OTHER INCOME

690,437,400 169,751,168

MATERIAL COST

(increase) / Decrease In Stock In Trade 109,663,727 (12,002,556)Material Cost 1,967,941,741 2,560,344,127

Sundry Creditors 584,869,101 718,149,904

Income Received in Advance 97,404,580 193,568,467

Advances from Customers 52,863,119 6,057,824

Unclaimed Dividend 50,478,154 54,844,454

Interest Accrued but not due on loans 8,202,990 -

Other Liabilities 1,000,273,369 1,025,604,640

Provision for Gratuity 52,861,371 39,128,689

Provision for Leave Encashment 100,717,593 68,759,558

Provision for Warranties 4,659,691 9,697,936

Provision For Income Tax (Net of Advance Tax and inclusive of MAT Credit) 222,762,950 141,468,019

Proposed Dividend 483,019,845 482,692,653

Income Tax on proposed dividend 82,089,223 84,582,866

946,110,673 826,329,721

Interest (net) (TDS Rs.36,109,444/- Previous Year Rs. 29,887,892/-) 89,112,888 162,089,050

Dividend on Current Investment 91,080,275 167,583,913

Profit/(Loss) on Sale of Current Investment 4,464,693 25,330,425

Profit on buy back of FCCBs 250,230,851 -(Refer Note No 10 c of Schedule R)

Exchange Difference Gain/(Loss) 201,792,271 (298,907,629)

Miscellaneous Income 53,756,422 113,655,409

a) Material & Subcontracting Cost 1,858,278,014 2,572,346,683

b) (Increase) / Decrease in Stock in TradeOpening StockSoftware & Toolkits 214,187,306 202,184,750Less : Closing Stock

Software & Toolkits 104,523,579 214,187,306

(Amount in Rs.)

30th June 2009 30th June 2008

For the yearended

30th June 2008

For the yearended

30th June 2009

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account

As at 30th June 2009

83

SCHEDULE - R

1.0. Background:1.1. Overview:

1.2 Basis of Consolidation:a) Basis of Preparation of Financial statements

SIGNIFICIANT 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), Rolta Middle 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) (formerly Stone & Webstar Rolta Ltd.)(Collectively, 'the Group') is primarily engaged in the Engineering Design /GIS solutions, e-business and other IT related services.

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.

SCHEDULE - O

SCHEDULE - P

SCHEDULE - Q

MANPOWER COST

Salaries, Wages & Bonus 5,112,236,611 3,050,649,372Technical Conversion Charges 181,862,199 61,307,400Contribution to Provident and Other Funds 164,446,669 51,922,282Gratuity 18,620,839 20,580,235Welfare Expenses 9,497,671 16,321,566

5,486,663,989 3,200,780,855

Electricity 78,763,957 58,001,082Repairs & Maintenance

- Buildings 14,896,536 19,024,548- Machinery 63,888,645 15,372,583- Others Assets 23,547,038 11,214,758

Rent 195,387,925 59,711,685Rates & Taxes 15,310,717 10,111,293Insurance 18,255,589 7,853,860Advertisement 59,996,496 41,790,765Sales Promotion 96,568,846 91,490,014Communication Expenses 105,840,341 65,966,823Travelling & Conveyance 563,533,671 369,666,655Printing & Stationery 30,761,245 30,478,791Bank & Other Charges 37,533,290 21,822,174Auditors' Remuneration 6,754,336 7,898,502Directors' Sitting Fees 1,100,000 1,080,000Legal & Professional Fees 103,353,875 158,622,441Loss on Sale of Fixed Assets 2,641,469 4,342,154Provision for Bad & Doubtful Debts 30,897,768 15,695,378Donation 278,025 6,648,322Amortisation of foreign exchange fluctuation 136,505,466 -Miscellaneous Expenses 52,447,222 66,831,950

On Fixed loans 125,837,443 -

OTHER OPERATING EXPENSES

1,638,262,457 1,063,623,778

INTEREST

125,837,443 -

For the yearended

30th June 2008

For the yearended

30th June 2009

(Amount in Rs.)

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account

84

iii) The Financial Statements of the certain subsidiary company's used in the preparation of the CFS are drawn upto the samereporting date of the company i.e. 30th June 2009. 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 forInvestments in Associates in Consolidated Financial Statements" issued by the Institute of Chartered Accountants of India.

vi) TheCompany's share in the assets, 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 basison itemsof 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 circumstancesand are presented to in the same manner as the Company's separate financial statements except in respect of accounting policiesof depreciation 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 asat the date on which investment in subsidiary is made, is recognized in the financial statement as Goodwill. The excess of Company'sshareof equityand reserveof the subsidiary companyover thecostof acquisition is treatedasCapitalReserve.

v) In case of foreign subsidiaries revenue items have been consolidated at the average rate prevailing during the period. All assetsand liabilities are converted at rates prevailing at the end of the period. The exchange difference arising out of translation isdebited or credited 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 thegroup in 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 "Accountingfor Investments".

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 issued by the Institute of CharteredAccountantsof India("ICAI"), theprovisionsof theCompaniesAct,1956andguidelines issuedbytheSecuritiesandExchangeBoardofIndia(SEBI).Accountingpolicieshavebeenconsistentlyappliedexceptwhereanewlyissuedaccountingstandardis initiallyadoptedorarevisionofanexistingaccountingstandardrequiresachangeintheaccountingpolicyhithertoinuse.

The preparation of the financial statements in conformity with GAAP requires the management to make estimates andassumptions that affect the reported balances of assets and liabilities and disclosures relating to contingent assets and liabilitiesas at the date of the financial statements and reported amounts of income and expenses during the period. Examples of suchestimates include provisions for doubtful debts, future obligations under employee retirement benefit plans, income taxes, post-sales customer support and the useful lives of fixed assets and intangible assets.

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

Shaw Rolta Ltd.(Formerly Stone & Webster Rolta Ltd.)

India 50%Name of JV Country of incorporation Share in JV

Sr. No. Particulars Country of Incorporation Extent of Interest Financial Year1 Rolta International Inc. U.S.A 100% Subsidiary 01.07.2008 to 30.06.20092 Rolta Canada Ltd. Canada 100% Subsidiary of RUS 01.07.2008 to 30.06.20093 Rolta TUSC Incorporated U.S.A 100% Subsidiary of RUS 01.07.2008 to 30.06.20094 Rolta Asia Pacific Pty Ltd. Australia 100% Subsidiary of RUS 01.07.2008 to 30.06.20095 Piocon Technologies Inc U.S.A 100% Subsidiary of RUS 28.12.2008 to 30.06.20096 Rolta Saudi Arabia Ltd Saudi Arabia 75% Subsidiary 01.04.2008 to 31.03.20097 Rolta Middle East FZ-LLC U.A.E 100% Subsidiary 01.04.2008 to 31.03.20098 Rolta U. K. Ltd. U.K. 100% Subsidiary 01.04.2008 to 31.03.20099 Rolta Benelux B. V. Neatherlands 100% Subsidiary of RUK 01.04.2008 to 31.03.200910 Rolta Deutschland GmbH Germany 100% Subsidiary of RUK 01.04.2008 to 31.03.200911 Rolta Thales Limited India 51% Subsidiary 01.07.2008 to 30.06.2009

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account

85

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

ii. Income from maintenance contract is recognized proportionately over the period of the contract.iii. 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.Where the acquisition of fixed assets are financed through long term foreign currency loans the exchange difference onsuch loans are added 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 inSchedule XIV 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 StraightLine Method (SLM) over the economic useful life of assets, which is ascertained to be 4 years by the management. In case ofthe Subsidiary and Joint Venture in India the depreciation on computer is provided for on Written Down Value method atthe rates and 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

for acquiring / construction of fixed assets are shown under CWIP.vi. Intangibles

Intellectual Property Rights is amortised over a period of ten years

Depreciation/AmortisationisprovidedoncostoftheassetonStraightLineMethodovertheestimatedusefullifeofthe respective asset.

The fixed assets are reviewed for impairment at each balance sheet date. In case of any such indication, the recoverable amountof these assets is determined, and if such recoverable amount of the asset or cash-generating unit to which the asset belongs isless than it's 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 cost and fair value.Long Term Investments are carried at cost. Provision for diminution is made only if, in the opinion of the management, such adecline 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.Finished products are valued at lower of cost or net realisable value.

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 monetaryitems) is recognised 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'Foreign Currency Monetary Item Translation Difference Account' and amortised over the balance term of the long termmonetary item or 31st March, 2011 whichever is earlier.

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.

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

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

The Provident Fund is contributed monthly at a determined rate. These contributions are remitted to the Governmentadministered/ trust established by the Company for this purpose and is charged to Profit and Loss account on accrual basis.

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

In respect of Foreign Subsidiaries

Provident Fund

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

i. Employee Benefits

1. Short Term Employee Benefits

2. Post Employment Benefits

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account

86

The Gratuity (a defined benefit retirement plan) is in the form of lump sum payments to vested employees on retirement, ondeath while in employment, or termination of employment for an equivalent to 15 days salary payable for each completedyear of service subject to a maximum of Rs. 500,000/- Vesting occurs on completion of five years of service. Liability inrespect of gratuity is determined using the projected unit credit method with actuarial valuations as on the balance sheetdate 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 onthe balance sheet date and gains/losses are recognized immediately in the profit and loss account.

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

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 borrowingcosts are charged to revenue.

In accordance with the Accounting Standard 20 (AS - 20) "Earnings per Share" issued by the Institute of Chartered Accountants ofIndia, basic /dilutedearningsper share is computedusing theweightedaveragenumberof sharesoutstandingduring theperiod.

In respect of Parent Company, its Indian Subsidiary and Joint VentureIncome tax comprises of current tax, fringe benefit tax and deferred tax. Deferred tax assets and liabilities are recognized for thefuture tax consequences of timing differences, subject to the consideration of prudence. Deferred tax assets and liabilities aremeasured using the tax rates enacted or substantively enacted by the balance sheet date. The carrying amount of deferred taxasset / liability are reviewed at each balance sheet date.In respect of Foreign SubsidiariesIn 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 onthe company's historical experience of material usage and service delivery cost.

Priorperiodexpenses/incomeareaccountedundertherespectiveheads.Material items, ifany,aredisclosedseparatelybywayofanote.

The group 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 thereis apossibleobligationorapresentobligation thatmay,butprobablywill not, requireanoutflowof resources.Where there is apossibleobligationorapresentobligationinrespectofwhichthelikelihoodofoutflowofresources isremote,noprovisionordisclosureismade.

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

These are consistent with the generally accepted accounting practices.

Gratuity

Leave Encashment

In respect of Foreign Subsidiaries

j. Borrowing Cost

k. Earnings per Share

l. Income Tax

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

n. Warranty Cost

o. Prior Period Items

p. Provisions & Contingent Liabilities

q. Leases

r. Other Accounting Policies

3. Contingent Liabilities not provided for

4. Capital CommitmentsParticulars As at

30.06.08

Estimated amount of contracts remaining to be executed on Capital Accountand not provided for (net of advances). Nil 1,537.52

As at30.06.09

( Rs. in lacs)

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account

Particulars As at30.06.08

i. B/G & B/D given by Bankers (including counter guarantees issued by them) 11,094.14 16,364.10ii. Letters of Credit issued by Bankers 478.17 462.88iii. Contingent Liabilities not provided for: Income Tax Demand for A.Y.

2005-2006 (Paid under protest Rs.13.58lacs) 27.16 27.16iv. Guarantee given to third party for office rentals 5.82 12.11

As at30.06.09

87

5.

6.

7. Income Taxes

8.

9.

10.

11.

In the case of the parent company, the outstanding balances as at 30th June, 2009 in respect of Sundry debtors, Creditors, Loans andAdvances and Deposits are subject to confirmation from the respective parties and consequent reconciliation / adjustments arisingthere from, 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 SaudiArabia, the Company maintains a statutory reserve equal to one half of its share capital. Such reserve is not currently available fordistribution to the shareholders.

a. In the current financial year, the Parent Company its Indian Subsidiary and Joint Venture, in addition to the provision made forthe previous year ended 31st March, 2009, has estimated the Income Tax provision for the subsequent three months periodended 30th June, 2009, the ultimate liability for which will be determined on the basis of figures for the previous year ending31st March, 2010.

b. The Parent Company has calculated its tax liability after considering Minimum Alternative Tax (MAT). The MAT liability canbe carried forward and setoff against the future tax liabilities. Accordingly Rs.356.88 lacs is carried forward and shown under"Provision for Income Tax (net of advance tax & credit for MAT)" in the Balance Sheet as on 30th June 2009.

c. Income Tax Provision as at 30th June 2009 includes Rs. 210.28 lacs (previous year Rs. Nil) excess provision for earlier yearwritten back, Rs.4,353.19 lacs (previous year Rs.3,277.11 lacs) towards Current Income Tax, Rs.8.00 lacs ( previous yearRs. 8.00 lacs) towards Wealth Tax, Rs. 114.52 lacs (previous year Rs. 1,126.79 lacs) recognised and charged to Profit & LossAccount on account of Deferred Tax, Rs.109.94 lacs (previous year Rs. 118.17 lacs) on account of Fringe Benefit Tax andRs.356.88 lacs (previous year Rs. 233.90 lacs) towards MAT credit.

d. The break up of Deferred Tax Liability components as at 30.06.09 is as under:

Out of total 161,006,615 (P. Y. 160,897,551) Equity Shares :-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 the shareholders of the erstwhile Rolta Computer & Industries Pvt. Ltd., Rolta Leasing & Holdings Ltd., Rolta InvestmentsPvt. Ltd., Rolta Consultancy 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 tothe shareholders of erstwhile Rolta Design and Conversion Services Limited, pursuant to Scheme of Arrangement.

c. 1,105,968 (P. Y. 996,904) 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 Global

Depository Receipts (GDR), at a priceof US $ 5.60 per Share (inclusive of premium).e. 80,136,523 (P.Y. 80,136,523)Equity Shares, fullypaiduphavebeen issuedasbonus sharesbycapitalizationofSecuritiesPremium.a. The external commercial borrowing from Bank of India is secured by floating charge on current assets of the Parent Co m p a n y

and from Union Bank of India is secured by way of equitable mortgage on the fixed assets of the Parent Company.b. Other Term loans are secured by floating charge on the current assets of the Parent Company.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 adjustedby 1:1 bonus issue) per share at fixed exchange rate (Rs.40.75 = US$ 1.00) between August 08, 2007 and June 22, 2012. Theconversionprice will be subject to certain adjustment incertaincircumstances asdetailed in theOfferingCircular (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 timeafter 28th June 2008 but not less than seven business days prior to the maturity date at the conversion price and on the termsand conditions as defined 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 theprincipal amount 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,expansionofexisting facilities, establishing newunits, investment in subsidiarycompanies and for acquisitionoverseas.

c. In June 2009, the Parent Company has bought back and cancelled 38310 FCCBs of the face value of US$ 1000 each as per theapproval / guidelines of Reserve Bank of India at a discount. Consequent to the buy back the Company has recognised a net gain ofRs. 2,502.31 lacs on the said buyback, which is disclosed under 'Other Income' and has also reversed by crediting to SecuritiesPremiumAccount the premiumpayable on redemptionaggregating toRs.1,303.88 lacs provided till 30th June,2008.

In linewiththenotificationdated31stMarch,2009issuedbyTheMinistryofCorporateAffairs,amendingAccountingStandard(AS)11-"TheEffectsofChangesinForeignExchangeRates',theCompanyhaschosentoexercisetheoptioninsertedinthestandardbythenotification.Accordingly with retrospective effect from 01st July 2007 exchange differences on all long term monetary items are:

Deferred Tax Liabilities / (Assets) Previous Year

Deferred Tax Liability Net 4,067.73 3,953.21

a. Fixed Assets 5,347.57 4,912.53b. Others (593.58) (345.03)c. Foreign Subsidiaries (686.26) (614.29)

Current Year

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account

88

i to the extent such items are used for financing fixed assets, added to/subtracted from the cost of those fixed assets anddepreciated over the balance useful life of the asset.

ii in other cases accumulated in the 'Foreign Currency Monetary Item Translation difference Account' and amortised over thebalance period of such long term monetary item but not beyond 31st March, 2011.

Arising from the above the Group has:I adjusted to the opening General Reserve Rs. 3,148.35 lacs (net of depreciation amounting to Rs. 1.99 lacs) which was

recognized in the Profit and Loss Account in previous financial year ended 30th June, 2008.ii added to fixed assets and capital work-in-progress Rs.7,461.54 lacs (incl. Rs. 2,207.48 lacs for the period up to 30th June 2008)

being the exchange differences on long term monetary items relatable to the acquisition of fixed assets.iii Charged to the Profit and Loss Account Rs. 1,365.05 lacs.iv Carried forward Rs. 1,740.76 lacs in the 'Foreign Currency Monetary Item Translation Difference Account' being the amount

remaining to be amortised.As a result of the above change in Accounting Policy, the net profit before tax for the year, general reserve, net block of fixed assetsand depreciation are higher by Rs. 5,734.13 lacs Rs. 3,148.35 lacs, Rs. 7,143.72 lacs and Rs. 317.82 lacs respectively.

i. Disclosure relating to Employee Benefits in accordance with provision of Accounting Standard (AS)-15 in respect to ParentCompany, its Indian Subsidiary and Joint Venture (Previous Year figures are given in brackets)Expenses recognised in the Statement of Profit & Loss A/c. for the year ended 30th June 2009

Net Receipt / Liability Recognised in the Balance Sheet

Recalculation of Opening and Closing Balances of Defined Benefit Obligation

12. Employee Benefits

a.

b.

c.

ParticularsCurrent Service Cost 92.60 291.56

(62.09) (81.24)Interest Cost 31.30 55.01

(24.70) (36.49)Expected return on plan Asset - -

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

(49.70) (244.62)Expenses Recognised in the income statement 186.21 551.96

(136.47) (362.36)

Gratuity Leave Encashment

ParticularsCurrent Opening net liability 391.29 687.60

(308.73) (456.14)Expense as above 186.21 511.96

(136.47) (362.36)Contribution paid 48.88 192.39

(53.92) (130.90)Closing net Liability 528.61 1007.18

(391.29) (687.60)

Gratuity Leave Encashment

ParticularsCurrent Liability at the beginning of the period 391.29 687.60

(308.73) (456.14)Interest Cost 31.30 55.01

(24.70) (36.49)Current Service Cost 92.60 291.56

(62.09) (81.24)Benefit Paid 48.88 192.39

(53.92) (130.90)Actuarial (Gain / Loss on Obligations) 62.30 165.39

(49.70) (244.62)Liability at the end of the period 528.61 1007.18

(391.29) (687.60)

Gratuity Leave Encashment

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account

( Rs. in Lacs)

89

Actuarial assumptiond.

13.

ESOP 2003

ESOP 2006

ESOP 2007

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

OnDecember31,2003, theCompanygranted911,500stockoptionsoutof thebalanceandlapsedstockoptionsavailableunder theEmployeeStockOptionsPlan(ESOP2000).TheseoptionsweregrantedatanexercisepriceofRs.111.35,whichwastheclosingmarketpriceonthedateofthegrantofoptions.Theseoptionsareavailableforexerciseoveraperiodof4years inthefollowingmanner,25%oftheoptionsineachoftheyearsfollowingtheendof2nd,3rd,4thand5thyearafterthegrantoftheoptions.Outoftheseoptionsatotalof457,409numbersofoptionswereexercisedbyeligibleemployees.365,272numbersofoptionshadlapsedduetonon-exerciseofoptionsandcessationofemployment.

The options and price are entitled for 1:1 bonus issue adjustment.

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. These options became available for exercise on April 24, 2008 (50%),April24,2009(25%)andbalance25%shallbecomeavailableforexerciseonApril24,2010.Outoftheseoptionsatotalof204,338optionswereexercisedbyeligibleemployees.Outoftheoptionsgranted,204,500numbersofoptionshadlapsedduetocessationofemployment.

The options 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 theEmployeeStockOptionsPlan2005(ESOP-2005)andEmployeeStockOptionsPlan2007(ESOP-2007).TheseOptionsweregrantedatan exercise 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 hasbecome available for exercise on April 24, 2009. Out of the options granted 161,250 options lapsed on account of cessation of employmentand245,000optionsweresurrenderedasper theprovisionsofESOPPlanamendedon15/06/2009(approvalgivenbyshareholders throughPostal 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 theclosingmarketpriceonthedateofgrantofoptions.Thefirst50%oftheseoptionsshallbecomeavailableforexerciseon23/07/2009.

The options and price are entitled for 1:1 bonus issue adjustment.

Particulars June 30, 2008

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%

June 30, 2009

Outstanding at July 1 162,812 111.35 395,927 111.35

2007-2008Number Priceof

Options

Exercised 39,307 111.35 141,155 111.35Lapsed 34,686 -- 91,960 111.35Outstanding as at June 30 88,819 111.35 162,812 111.35

2008-2009Number Price

Optionsof

Outstanding at July 1

2007-2008Number Priceof

Options508,888 252.30 760,000 252.30

Exercised 15,225 252.30 189,112 252.30Lapsed 50,000 -- 62,000 --Outstanding as at June 30 443,663 252.30 508,888 252.30

2008-2009Number Price

Optionsof

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account

Outstanding at July 1

2007-2008Number Priceof

Options1,365,000 419.70 1,427,500 419.70

125,000 481.45Granted -- - 125,000 481.45Exercised -- -- -- --Lapsed 343,750 -- 62,500 --Outstanding as at June 30 1,021,250 419.70 1,365,000 419.70

125,000 481.45 125,000 481.45

2008-2009Number Price

Optionsof

90

a. On January 31, 2008, the Company granted further 125,000 stock options out of the balance and lapsed stock options available underthe Employee Stock Options Plan 2007 (ESOP - 2007). These options were granted at an exercise price of Rs. 232.15, which was theclosingmarketpriceonthedateofthegrantofoptions.Thefirst50%oftheseoptionsshallbecomeavailableforexerciseon31/01/2010.

b. On 30th April 2008, the Company further granted 300,000 stock options 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.339.35,which was the closing price as on the date of the grant of options. The first 50% of these options shall become available forexercise on 30/04/2010. Out of the above options granted 150,000 options lapsed on account of cessation of employment.

c. On June 27, 2008, the Company granted further 1,455,500 stock options 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, which was the closing price as on the date of the grant of the options.The first 50% of these options shall become available for exercise on 27/06/2010. Out of the options granted 42,500 optionslapsed on account of cessation of employment and 180,000 options were surrendered as per the provisions of ESOP Planamended on 15/06/2009 (approval given by shareholder through Postal Ballot).

d. Further on November 3, 2008, the Company granted further 120,000 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 ofRs.191.70, which was the closing price as on the date of the grant of the options. The first 50% of these options shall becomeavailable for exercise on 03/11/2010 and one option if exercised is convertible into one-equity share.Fringe Benefit Tax (FBT) on exercise of the stock options are paid by the company is being recovered from the employees.Consequently, there is no impact of FBT on Profit and Loss Account.

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.

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

Thefutureobligationonaccountofnon-cancellableOperatingLeasepayableaspertherentalstatus inrespectiveagreementareasfollows:

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:

ESOP 2008

14. Earning Per Share - EPS

15.

16.

(Rs. in lacs)

For the Year endedJune 30, 2009

For the Year endedJune 30, 2008

1. Net Profit artributable to Equity Shareholders 2,938,269,526 2,305,949,6732. Weighted Avg. Number of Equity Shares (Nos.)/basic EPS 160,958,594 160,410,264

EPS (Rs.) basic 18.25 14.37Weighted Avg. Number of Equity Shares of diluted EPS 161,351,080 162,423,360

3. EPS (Rs.) diluted 18.21 14.19

For the Year endedJune 30, 2009

For the Year endedJune 30, 2008

Weighted Nos of shares for Basic Earnings per share 160,958,594 160,410,264Adjusted on account of ESOPs 392,486 2,013,095Weighted Nos of shares for Diluted Earnings per share 161,351,080 162,423,360

(Rs. in lacs)

(Rs. in lacs)

(Rs. in lacs)

Upto 1 year 1494.50Later than 1 years not later than 5 years 1882.60Later than 5 years NILTotal 3377.10

2007-2008

a. Amount at the beginning of the year 96.97 69.97b. Additional provision made during the year 46.59 96.97c. Amount used 22.80 20.01d. Unused amount reversed during the year 74.17 49.96e. Amount at the end of the year 46.59 96.97

2008-2009

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account

91

17. Related Party Disclosuresii. Disclosures required for related parties transactions

i. List of Related Parties and relationships

a 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 DirectorMr. A.P.Singh Jt. Managing DirectorMrs.Preetha Pulsani Jt. Managing Director (upto 17.12.2008)Mr.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 Infotech Hongkong 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

The Shaw Group Inc. Joint Venture partner in Shaw Rolta Ltd.Mashail Al-Khaleej Minority shareholder in Rolta Saudi Arabia Limited

Notes:Related party relationship is as identified by the group on the basis of information available.No amount has been written off or written back during the year in respect of debts due from or to related parties.The group has entered into transactions with certain parties as listed above during the year under consideration. Full disclosures havebeen made and the board considers such transactions to be in normal course of business and at rates agreed between the parties.

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account

Associates Key Enterprises over which significant TotalTransactions Management influence excercised by Key

Personnel Mgmt.Pers./ Directors

I

II)

) Transactions during the yearSale of Goods/ Services 4,319.34 4,319.34

(3,088.66) (3,088.66)Reimbursements 613.94 1,700.00 2,313.94

(115.42) (-) (115.42)Lease Rent/Maintenance/ Business Centre Fees 734.84 734.84

(224.20) (224.20)Technical Fees 1,818.62 1,818.62

(613.07) (613.07)Professional Fees 260.09 260.09

(173.51) (173.51)Remuneration incl Commission 2,018.37 2,018.37

(2,096.30) (2,096.30)Refundable Security Deposit 2,500.00 2,500.00

(-) (-)

Amounts Receivable 789.57 4.46 794.03(763.01) (25.65) (788.66)

Amounts Payable 136.86 1,257.71 73.81 1,468.38(-) (1,565.78) (-) (1,565.78)

(Rs. in lacs)

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 Directors

For

M.No.104180

Mumbai,Date: August 03, 2009 Date: August 03, 2009Mumbai,

Khandelwal Jain & Co.

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

Hiranya Ashar Dharmesh Desai

Chartered Accountants

Partner Chairman & Managing Director Director Director

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

Jt. Managing DirectorAtul D. Tayal

92

18. 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 identifiedfollowing three distinguishable Business activities as Primary Segments

i. Geospatial / GIS,ii. Engineering Design andiii. Enterprise Information & Communication TechnologyThe disclosure requirement as per Accounting Standard 17 is as under

Particulars June 30, 2008Segment Revenue

Net revenue from operations 137,281.29 107,221.44Segment Profit/(loss) before tax, interest & depreciation

Total 46,352.61 38,973.95

Total Profit before Tax 33,327.36 26,846.11

Geospatial / GIS 61,954.97 53,055.24Engineering Design 39,153.12 34,770.03Enterprise Information & Communication Technology 36,173.20 19,396.17Less: Inter Segment revenue - -

Geospatial / GIS 26,210.22 21,219.36Engineering Design 14,873.09 13,577.05Enterprise Information & Communication Technology 5,269.29 4,177.54

Add: Other Income (not allocable) 6,904.37 1,697.51Less: Interest (not allocable) 1,258.37 -Less: Depreciation (not Allocable) 18,671.24 13,825.35

June 30, 2009

(Rs. in lacs)

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

Geographical segments June 30, 2008

137,281.29 107,221.44

India 75,572.89 59,278.96Rest of the World 61,708.40 47,942.48Total

June 30, 2009

(Rs. in lacs)

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

The previous year's figures are regrouped, rearranged & reclassified, wherever necessary.19.

Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account

93

This is the Balance Sheet referred to in our report of even dateFor and on behalf of Board of Directors

For

M.No.104180

Mumbai,Date: August 03, 2009 Date: August 03, 2009Mumbai,

Khandelwal Jain & Co.

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

Hiranya Ashar Dharmesh Desai

Chartered Accountants

Partner Chairman & Managing Director Director Director

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

Jt. Managing DirectorAtul D. Tayal

A. CASH FLOW FROM OPERATING ACTIVITIES:

B. CASH FLOW FROM INVESTING ACTIVITIES

C. CASH FLOW FROM FINANCING ACTIVITIES

1,375,760,604 2,598,304,034

Net Profit after tax and extraordinary items 2,930,887,044 2,296,811,042Adjustments for :Depreciation 1,867,124,318 1,382,535,395Interest expenses 125,837,443 -Interest income (89,112,888) (162,089,050)Dividend income (91,080,275) (167,583,913)Provision For Tax 401,849,359 387,799,654Provision for Doubtful Debts 30,897,768 -Provision for retirement benefit 228,915 -Profit on Sale of Investment (net) (4,464,693) (25,330,425)Profit On Repurchase Of FCCB (250,230,851) -Loss on Sale of Asset (Net) 2,641,469 4,342,154Amortisation of foreign exchange fluctuation 136,505,466 -Exchange difference adjustment(net) 42,421,211 330,342,631

2,172,617,241 1,750,016,446OPERATING PROFIT BEFORE WORKINGCAPITAL CHANGES 5,103,504,286 4,046,827,488Adjustments for :Trade and other receivables (21,764,796) (1,310,059,648)Inventories 109,663,727 (8,129,540)Trade payables (1,239,314,562) 1,137,969,222

(1,151,415,631) (180,219,966)CASH GENERATED FROM OPERATIONS 3,952,088,655 3,866,607,522Taxes paid (net of refunds) (349,410,791) (274,797,007)

(349,410,791) (274,797,007)Net Cash From Operating Activities 3,602,677,864 3,591,810,515

Purchase of fixed assets (including CWIP) (7,638,595,121) (3,452,832,395)Sale of Fixed Assets 4,052,317 9,131,139Sale / purchase of Investment (net) 2,466,547,015 (1,814,824,748)Interest received 105,096,129 32,430,711Dividend Received from Mutual Funds 91,080,275 167,583,913Consideration towards Acquisition (1,429,979,461) (1,832,827,076)Net Cash Used In Investing Activities (6,401,798,846) (6,891,338,456)

Proceeds from Secured Loan 3,848,118,010 -Repayment of Secured Loan (2,434,115) (67,460,673)Dividend and Dividend Tax Paid (576,021,142) (472,854,595)Repurchase of FCCB's (1,583,668,849) -Interest paid (117,634,453) -Proceeds from issue of Share Capital(includes share premium) 8,218,102 63,430,693Share Issue Expenses - (14,835,753)Net Cash From Finance Activities 1,576,577,553 (491,720,328)Net Increase In Cash & Cash Equivalents (1,222,543,430) (3,791,248,269)Cash & Cash Equivalents(opening Balance) 2,598,304,034 6,389,552,303Cash & Cash Equivalents(closing Balance)

Consolidated Cash Flow StatementFor the Year Ended 30th June 2009

30th June 2009 30th June 2008

(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.

94

Khandelwal Jain & Co.

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

Hiranya Ashar Dharmesh Desai

For and on behalf of Board of Directors

For

M.No.104180

Mumbai,Date: August 03, 2009 Date: August 03, 2009

Chartered Accountants

Partner Chairman & Managing Director Director Director

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

Jt. Managing Director

Mumbai,

Atul D. Tayal

30th June 200830th June 2009

Rolta India Limited and it’s Subsidiaries

Consolidated Balance Sheet in US $As at 30th June 2009

(Amount in US $)

SOURCES OF FUNDS

SHAREHOLDERS' FUNDS

APPLICATION OF FUNDS

Share Capital 33,634,137 37,549,020Reserves & Surplus 267,507,114 238,796,771

301,141,251 276,345,791

Secured Loans 80,599,775 -Unsecured Loan 127,617,238 161,912,161Deferred Tax Liability (net) 10,005,214 10,703,072Minority Interest 166,678 358,492

Gross Block 345,061,734 246,984,676Less: Depreciation / Amortisation 84,551,579 95,459,493Net Block 260,510,155 151,525,183Add: Capital Work In Progress 58,348,505 40,354,582

318,858,660 191,879,76562,874,463 46,678,3317,398,603 65,723,5363,636,424 -1,507,784 1,477,396

a) Inventories 2,183,488 5,007,001b) Sundry Debtors 124,314,776 117,101,422c) Cash & Bank Balances 28,739,515 60,637,200d) Other current assets 2,844,693 5,033,078e) Loans & Advances 24,414,323 22,049,115

182,496,795 209,827,81657,242,573 66,267,328

125,254,222 143,560,488

LOAN FUNDS

Total 519,530,156 449,319,516

Fixed Assets

GoodwillInvestmentsForeign Currency Monetary Item Translation Difference AccountDeferred Tax Assets (net)Current Assets, Loans And Advances

Less : Current Liabilities And ProvisionsNet Current AssetTotal 519,530,156 449,319,516

(1) The Consolidated financial statements of the Company and its subsidiaries have been prepared in Indian Rupees, the nationalcurrency of India, 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.$') are made on the basis of exchange rate prevailing on 30th June,2009 of Rs. 47.87 = U.S.$ 1.00 (Last Year Rs. 42.85 = U.S.$ 1.00).

95

Khandelwal Jain & Co.

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

Hiranya Ashar Dharmesh Desai

For and on behalf of Board of Directors

For

M.No.104180

Mumbai,Date: August 03, 2009 Date: August 03, 2009

Chartered Accountants

Partner Chairman & Managing Director Director Director

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

Jt. Managing Director

Mumbai,

Atul D. Tayal

30th June 2009 30th June 2008

Rolta India Limited and it’s Subsidiaries

Consolidated Profit And Loss Account in US $For the year ended 30th June 2009

(Amount in US $)

Sale of IT Solutions & Services 286,779,381 250,225,057Other Income 14,423,175 3,961,521

Material Cost 41,110,126 59,751,322Manpower cost 114,615,918 74,697,336Other expenses 34,223,156 24,822,025Interest 2,628,733 -Depreciation / Amortisation 39,004,059 32,264,537

69,620,564 62,651,358

Less : Provision For Taxation 8,394,597 9,050,167

61,225,967 53,601,191

Add : Minority Share in Losses 154,219 213,270

Add : Balance brought forward from previous year 130,002,139 111,012,176

Dividend Paid 2,331 2,102Proposed Dividend 10,090,241 11,614,764Income Tax on Proposed / Paid Dividend 1,803,989 2,013,948Transfer to General Reserve 8,117,276 6,313,621

Basic 0.38 0.34Diluted 0.38 0.33

Total 301,202,556 254,186,578

Total 231,581,992 191,535,220

Profit Before Tax

Profit After Tax

Profit For The Year 61,380,186 53,814,461

Balance Available For Appropriation 191,382,325 164,826,637

APPROPRIATIONS

Balance Carried To Balance Sheet 171,368,488 144,882,202

Earnings Per Share (equity Shares,par Value Rs.10 Each)

INCOME

EXPENDITURE

(1) The Consolidated financial statements of the Company and its subsidiaries have been prepared in Indian Rupees, the nationalcurrency of India, 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.$') are made on the basis of exchange rate prevailing on 30th June,2009 of Rs. 47.87 = U.S.$ 1.00 (Last Year Rs. 42.85 = U.S.$ 1.00).

96

Statement Pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary CompaniesRolta

International Inc.

Rolta Canada Ltd. **

Rolta TUSC Inc. **

Piocon Technologies

Inc. **

Rolta Asia Pacific Pty

Ltd.**

Rolta Saudi Arabia Limited

Rolta Middle East

FZ LLC

Rolta UK Limited

Rolta Benelux B.V. *

Rolta Deutschland

GmbH Germany*

Rolta Thales Limited

1 Financial year of the subsidiary Company ended on

30.06.09 30.06.09 30.06.09 30.06.09 30.06.09 31.03.09 31.03.09 31.03.09 31.03.09 31.03.09 30.06.09

Holding Company's Interest 100% 100% 100% 100% 100% 75% 100% 100% 100% 100% 51%

2 Number of shares held by the holding co in the subsidiary

280000 Common Shares of US $ 100

each

733000

1 Common Share of

US $ 1 each (held by

Rolta Internationa

l Inc.)

37500000 Common

Shares of US $ 0.001

each (held by Rolta

Internationa l Inc.)

2000 Common Shares of

$ 1 each (held by Rolta

Internationa l Inc.)

52055 Common Shares of AUD $ 1

each (held by Rolta

Internationa l Inc.)

1125 Shares of

Saudi Riyal (SR) 1000

each

500 Shares of UAE

(AED) 1000 each

2367000 Ordinary Shares of

₤1 each

30050

30000 Ordinary Shares of

Euro 45.38 each (held

by Rolta UK Ltd.)

50000 Ordinary Shares of

Euro 1 each (held by

Rolta UK Ltd.)

2550000 Common Shares of

Rs. 10 each

Preference Shares of US $ 100

each.

Preference Shares of

₤ 100 each

Local / Reported Currency US$ CAN$ US$ US$ AUD$ SR AED ₤ UK Euro Euro INRExchange Rate:Average exchange rate for the year 47.6506 40.8032 47.6506 47.6506 35.2233 12.3744 12.6291 78.4545 65.4059 65.4059 -Closing exchange rate for the year 47.8700 41.4315 47.8700 47.8700 45.9801 13.9318 14.2080 72.8610 67.7316 67.7316 -

3 The net aggregate amount of the Subsidiary's profits (Losses) so far as it concerns members of the Holding Company and is not dealt with in the Holding Company's accounts

i) For the financial year of the subsidiary(Amount in local / reported currency) (9284526) 1847545 (1937110) 1242840 (1142033) (3139150) (12507537) (4808570) (67358) (3737) (15066289)(Amount Rs. in Lacs) (4,424.13) 753.86 (923.04) 592.22 (402.26) (388.45) (1,579.58) (3,772.54) (44.06) (2.44) (150.66)

ii) For the previous financial years of the subsidiary since it became the Holding Company's subsidiary(Amount in local / reported currency) (17265449) (1824342) 2560320 - (411015) (8582642) (6109508) (2881504) (4362496) (1006103) (18650267)(Amount Rs. in Lacs) (8,264.97) (755.85) 1,225.63 - (188.99) (1,195.72) (868.04) (2,099.49) (2,954.79) (681.45) (186.50)

4 Net aggregate amounts of the profits/ (losses) of the subsidiary dealt with in the Company's accounts

i) 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 the subsidiary companies between the end of the financial year of the subsidiary companies and that of Rolta India Limited.

NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL

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

Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL

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

Amount (Rs. in Lacs)

Subsidiary Issued & subscribed

share capital

Reserves Total Assets Total Liabilities

Turnover Profit / (Loss) before

Taxation

Provision for Taxation

Profit / (Loss) after

Taxation

Proposed dividend

Rolta International Inc. 48,492.31 (12,709.47) 42,910.76 7,127.93 5,525.41 (4,424.13) - (4,424.13) - Rolta Canada Ltd. 0.01 72.60 3,239.50 3,166.90 3,863.07 753.86 - 753.86 - Rolta TUSC Inc. 17.95 1,803.68 10,397.36 8,575.74 27,042.70 (1,015.82) (92.78) (923.04) - Piocon Technologies Inc. 713.18 423.40 1,604.86 468.28 2,672.03 592.22 - 592.22 - Rolta Asia Pacific Pty Ltd. 23.93 (714.09) 47.26 737.42 225.97 (402.26) - (402.26) - Rolta Saudi Arabia Ltd. 208.98 (1,580.81) 820.98 2,192.82 886.75 (388.45) - (388.45) - Rolta Middle East FZ-LLC 71.04 (2,645.11) 2,265.60 4,839.67 1,788.29 (1,579.58) - (1,579.58) - Rolta UK Ltd. 3,914.09 (5,603.06) 3,260.45 4,949.42 3,310.50 (3,772.54) - (3,772.54) - Rolta Benelux B.V. 922.06 (3,000.41) 270.78 2,349.14 1,003.52 (44.06) - (44.06) - Rolta Deutschland GmbH 33.87 (683.98) 504.60 1,154.71 1,014.84 (2.44) - (2.44) - Rolta Thales Limited 500.00 (337.17) 209.28 46.45 0.00 (150.66) - (150.66) -

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.

Section 212

For and on behalf of Board of Directors

K. K. Singh R. R. Kumar K. R. ModiChairman & Managing Director Director Director

Mumbai, Atul . D. Tayal Hiranya Ashar Dharmesh DesaiDate: August 03, 2009 Jt. Managing Director Director-Finance & Executive Vice President

Chief Financial Officer Legal & Company Secretary

97

ToThe Board of Directors ofRolta India Limited:

Independent Auditors’ Report (IFRS)

We have audited the accompanying consolidated financialstatements of Rolta India Limited (the Company) and itssubsidiaries (together referred to as 'the Group'), whichcomprise of consolidated balance sheet as at June 30, 2009,and also the consolidated statement of income, theconsolidated statement of changes in shareholders' equityand the consolidated statement of cash flows for the yearthen ended, and a summary of significant accountingpolicies and other explanatory notes.

Management is responsible for the preparation and fairpresentation of these financial statements in accordance withInternational Financial Reporting Standards. Thisresponsibility includes: designing, implementing andmaintaining internal control relevant to the preparation andfair presentation of financial statements that are free frommaterial misstatement, whether due to fraud or error;selecting and applying appropriate accounting policies; andmaking accounting estimates that are reasonable in thecircumstances.

Our responsibility is to express anopinion on these financial statements based on our audit.We conducted our audit in accordance with InternationalStandards on Auditing. Those standards require that wecomply with ethical requirements and plan and perform theaudit to obtain reasonable assurance whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain auditevidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor'sjudgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due tofraud or error. In making those risk assessments, the auditorconsiders internal control relevant to the entity's preparationand fair presentation of the financial statements in order todesign audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing anopinion on the effectiveness of the entity's internal control.An audit also includes evaluating the appropriateness of

Management's Responsibility for the Financial Statements

Auditors' Responsibility

accounting policies used and the reasonableness ofaccounting estimates made by management, as well asevaluating the overall presentation of the financialstatements. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis forour audit opinion.

We did not audit the financial statements of certainsubsidiaries and joint ventures, whose financial statementsreflect total assets of Rs. 6,706,301 thousand as at June 30,2009, total revenue of Rs. 5,192,669 thousand and cash outflow of Rs. 98,644 thousand for the year then ended. Thefinancial statements and other financial information of thesesubsidiaries and joint ventures have been audited by otherauditors whose reports have been furnished to us, and ouropinion is based solely on the report of those other auditors.

We report that the consolidated financial statements havebeen prepared by Rolta's management in accordance withthe requirements of International Accounting Standard 27,Consolidated Financial Statements and Accounting forInvestments in Subsidiaries and International AccountingStandard 31, Financial Reporting of Interests in JointVentures, issued by the International AccountingStandards Board.

In our opinion, the financial statements give a true and fairview of the financial position of Rolta as at June 30, 2009,and of its financial performance and the changes in theshareholder's equity and its cash flows for the year thenended in accordance with International Financial ReportingStandards.

Mumbai

Date: September 17, 2009

Opinion

Grant Thornton

98

Consolidated Financial Statements Prepared in Accordance with IFRS

Consolidated Balance Sheet(All amounts in thousands of Indian Rupees, unless otherwise stated)

ASSETS Notes

Current

D

E

F

G

H

Total current assets 9,107,096 11,880,240

Non current

I

J

K

O

Total non current assets 17,493,570 10,343,346

Total assets 26,600,666 22,223,586

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

L

Total current liabilities 1,963,774 2,077,986

Non current

M

N

O

Total non current liabilities 10,444,380 7,368,570

Total liabilities 12,408,154 9,446,556

Cash and cash equivalents 1,324,661 2,519,632

Restricted cash 51,099 78,673

Short term marketable securities (available for sale) 354,171 2,822,852

Accounts receivable, net 5,950,948 5,017,796

Inventories 104,524 214,550

Other current assets 1,321,693 1,226,737

Property, plant and equipment, net 14,009,373 8,330,610

Intangible Assets 741,462 142,017

Goodwill 2,555,829 1,772,908

Deferred tax assets 186,906 97,810

Accounts payable 586,174 470,231

Current tax liabilities, net of advances 144,982 63,687

Other liabilities 1,232,618 1,544,068

Long-term liability 9,833,050 6,775,217

Employee obligations 142,401 101,512

Deferred tax liabilities 468,929 491,841

Stockholders' equity P

14,184,533 12,761,669

Total stockholders' equity 14,192,512 12,777,030

Total liabilities and stockholders' equity 26,600,666 22,223,586

Common stock 1,610,067 1,608,976

Additional paid in capital 3,490,831 3,483,704

Stock compensation reserve 178,279 159,846

Statutory Reserve 8,825 8,825

Translation Reserve 143,574 62,289

Revaluation Reserve - 6,600

Accumulated earnings 8,752,957 7,431,429

Minority Interest 7,979 15,361

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

June 30, 2009 June 30, 2008

99

Consolidated Statement of Changes in Shareholders' Equity(All amounts in thousands of Indian Rupees, unless otherwise stated)

Consolidated Financial Statements Prepared in Accordance with IFRS

Consolidated Statement of Income(All amounts in thousands of Indian Rupees, unless otherwise stated)

RevenuesOperating Revenue QTotal 13,728,129 10,722,144

ST

Total 11,085,342 8,341,153Operating result 2,642,787 2,380,991

R

Result from continuing operations before tax 2,137,014 2,100,148Taxes

Net result from continuing operations 1,891,648 1,750,107

Attributable to equity to shareholders of Rolta India Limited 1,899,030 1,759,246Earnings per share

YY

13,728,129 10,722,144

ExpensesMaterials consumed 1,967,941 2,560,344Employee costs 5,323,236 3,326,818Other expenses 1,704,662 1,112,485Depreciation and amortization 2,089,503 1,341,506

Other income 176,026 219,212Interest cost 681,799 500,055

Current tax expenses 379,504 325,551Deferred tax (134,138) 24,490

Attributable to minority interest 7,382 9,139

Basic (in Rs.) 11.80 10.97Diluted (in Rs.) 11.77 10.82(The accompanying notes are an integral part of these consolidated financial statements)

Year endedJune 30, 2009

Year endedJune 30, 2008

Notes

Balance as at July 1, 2007, 80,118,508 801,185 4,228,064 288,027 63,151 8,825 - (83,329) 6,142,661 11,448,584 - 11,448,584

Balance as at June 30, 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 12,777,030Balance as at July 1, 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

Balance as at June 30, 2009 161,006,6151,610,067 3,490,831 - 178,279 8825 - 143,574 8,752,957 14,184,533 7,979 14,192,511

Restatement- liability on foreigncurrency bonds (Refer Note- N) - - - (288,027) - - - - - (288,027) - (288,027)Balance as at July 1, 2007 (Restated) 80,118,508 801,185 4,228,064 - 63,151 8,825 - (83,329) 6,142,661 11,160,557 - 11,160,557Unrealised gain on available forsale investment - - - - - - 6,600 - - 6,600 6,600Translation adjustment - - - - - - - 145,618 - 145,618 - 145,618Income/ (expense) recognizeddirectly in equity - - - - - - 6,600 145,618 - 152,218 - 152,218Net income for the year - - - - - - - - 1,759,246 1,759,246 (9,139) 1,750,107Total income and expenserecognized for the year - - - - - - 6,600 145,618 1,759,246 1,911,464 (9,139) 1,902,325Bonus issue of Equity 80,118,508 801,185 (801,185) - - - - - - - - -Bonus issue of ESOP 18,015 180 (180) - - - - - - - - -Employee share based compensation - - - - 96,695 - - - - 96,695 - 96,695Minority interest of RTL - - - - - - - - - 24,500 24,500Shares issued under EmployeeStock Option ('ESOP') Scheme 642,520 6,426 57,005 - - - - - - 63,431 - 63,431Dividends paid - - - - - - - - (470,478) (470,478) - (470,478)

Unrealised loss on available forsale investment - - - - - - (6,600) - - (6,600) - (6,600)Translation adjustment - - - - - - - 81,285 - 81,285 - 81,285Income/ (expense) recognizeddirectly in equity - - - - - - (6,600) 81,285 - 74,285 - 74,285Net income for the year - - - - - - - - 1,899,030 1,899,030 (7,382) 1,891,648Total income and expenserecognized for the year - - - - - - (6,600) 81,285 1,899,030 1,973,715 (7,382) 1,966,333Employee share based compensation - - - - 18,433 - - - - 18,433 - 18,433Shares issued under EmployeeStock Option ('ESOP') Scheme 109,064 1,091 7127 - - - - - - 8,218 - 8,218Dividends paid - - - - - - - - (577,502) (577,502) - (577,502)

Equity attributable to shareholders of Rolta India Limited

Common Common Additional Equity Stock Statutory Revaluation Translation Accum- Total Minoritystock - No. stock - paid in component compensation reserve reserve reserve ulated Interestof shares Amount capital of reserve earnings

CompoundFinancialInstrument

TotalStock-

holders'Equity

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

100

Consolidated Financial Statements Prepared in Accordance with IFRS

Consolidated Statement of Cash Flows(All amounts in thousands of Indian Rupees, unless otherwise stated)

Particulars(A) Cash inflow/ (outflow) from operating activitiesNet result before tax 2,137,014 2,100,148Adjustments to reconcile net income before tax tonet cash provided by operating activities:

5,062,109 3,905,473Changes in operating assets and liabilities

Net changes in operating assets and liabilities (1,121,202) (187,966)

Net cash provided by operating activities 3,601,503 3,455,326(B) Cash inflow/ (outflow) from investing activities

Net cash used in investing activities (6,370,299) (6,923,447(C ) Cash inflow / (outflow) from financing activities

Net cash provided by financing activities 1,580,587 (450,008)

Net increase in cash and cash equivalents (1,194,971) (3,791,495)Cash and cash equivalents at the beginning of the year 2,519,632 6,311,126Cash and cash equivalents at the end of the year 1,324,661 2,519,632

1,324,661 2,519,632

Depreciation and amortization 2,089,507 1,341,506Employee compensation on stock options 18,433 96,695Interest on FCCB 625,232 478,233Interest income, net (89,113) (129,658)Loss on sale of asset (net) 2,641 4,028Profit on repurchase of FCCB (482,266) -Profit on sale of investments (4,465) (25,330)Dividend income (91,080) (167,584)Bad debts & provision for doubtful debts 30,898 -Fair value of FCCB conversion option 8,862 -Unrealized exchange differences (net) 816,446 207,435

Restricted cash 27,574 (247)Accounts receivable and other assets (274,859) (1,310,060)Other assets 253,094 23,997Inventory 109,664 (8,156)Accounts payable and other liabilities (1,236,675) 1,106,500

Income Taxes paid (338,113) (262,181)Gratuity paid (1,291) -

Dividend received 91,080 167,584Interest received 105,096 -Payments for purchase of property plant and equipment (7,638,595) (3,452,832)Payments for purchase of intangible assets (489,874) -Proceeds from sale of property plant and equipment 4,052 9,453Sale of available for sale investments 2,466,548 (1,814,825)Consideration towards business combination,net of cash acquired, (Refer Note B - Business Combination) (908,606) (1,832,827)

Proceeds from long term borrowings 3,848,118 -Repayment of long term borrowings (2,434) (67,461)Interest paid (117,634) -Proceeds from issue of share capital 8,218 75,681Repurchase of FCCB's (1,583,669) -Share application money received - 12,250Dividend paid (including tax on dividend) (572,012) (470,478)

Effect of exchange rate changes on cash (6,762) 126,634

Cash and cash equivalents compriseCash in hand 1,026 2,016Balances with banks 1,323,635 2,517,616

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

Year endedJune 30, 2009

Year endedJune 30, 2008

101

Reporting Standards ('IFRS') issued by the InternationalAccounting Standards Board effective for accounting periodscommencing on July 1, 2008.

Rolta also separately presents its consolidated financial statementsfor the same period prepared in accordance with accountingprinciples generally accepted in India ('Indian GAAP'). Thesignificant differences between the Indian GAAP and IFRS, so far asconcerns the financial statements referred to above, primarily relateto compensated absences, employee benefit plans, share basedpayments to employees, depreciation of assets based on estimateduseful life of assets, accounting for derivatives and hybrid financialinstruments and accounting of foreign exchange fluctuation andbusiness combinations. A reconciliation of net income determinedas per Indian GAAP with the net income determined as per IFRS hasbeenpresented inNote4.

The consolidated financial statements of Rolta are prepared andpresented in thousands of Indian Rupees ('INR'), the Company'sfunctional currency.

The financial statements for the year ended June 30, 2009 wereapproved by a committee of the Board of Directors on August 3,2009. Financial statements once approved by the Board ofDirectors are generally not amended.

The following new Standards and Interpretations, which are yetto become mandatory, have not been applied in Rolta's 2009Group Financial Statements.

3. STANDARDS AND INTERPRETATIONS NOT YETAPPLIED

NOTE A BACKGROUND INFORMATION ANDSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. NATURE OF OPERATIONS

2. GENERAL INFORMATION

Rolta India Limited ('the Company') and its subsidiaries (togetherreferred to as 'the Group') are primarily engaged in providingComputer Aided Designing ('CAD'), Computer AidedManufacturing ('CAM'), GeoSpatial Information System ('GIS')Solutions, eBusiness and other related services. Rolta alsoprovides Automated Mapping ('AM') and Facilities Management('FM'), GIS and Photogrammetry services, Plant DesignAutomation ('PDA') and Mechanical Design Automation('MDA') solutions. Rolta also offers comprehensive high-endtechnical customisation services and solutions in eBusiness.

Rolta entered into a strategic partnership with Stone & WebsterInc., USA, a subsidiary of Shaw Group, a leading engineeringprocurement and construction ('EPC') company to provideglobally high quality cost effective engineering, design andprocurement services, related to power, refinery andpetrochemical projects. The Joint Venture Company, Shaw RoltaLimited is incorporated in India and Rolta India Limited has a 50%stake in this company.

In the current year, Rolta Thales Limited ('RTL') has beenincorporated in India. RTL represents the partnership betweenRolta India Limited and Thales, France. Thales is a world leader inMission Critical Information Systems for the defence, aerospaceand homeland security markets. The subsidiary will takeadvantage of technology transfer from Thales for developing stateof the art, command, control, communications, computers,intelligence, surveillance, target acquisition and reconnaissance('C4ISTAR') equipment systems to address opportunities in thedefence, security and defence segments worldwide. Rolta IndiaLimited has 51% stake in RTL.

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 Towers, Rolta TechnologyPark,22ndStreet,MIDC,Andheri(E),Mumbai 400093,India.

The Company's shares are listed on the Bombay Stock Exchangeand the National Stock Exchange of India in Mumbai, India andthe Company's Global Depositary Receipts (GDR's) are listed onLondon Stock Exchange, UK. The Company has issued ForeignCurrency Convertible Debt instruments which are traded on theSingapore Stock Exchange.

The financial statements have been prepared in accordance withInternational Financial Reporting Standards issued by the InternationalAccounting Standards Board and effective as of June 30, 2009. Thesefinancial statements include comparative financial information as at andfor the year ended June 30, 2008, as required by IAS 1 - Presentation ofFinancial Statements ('IAS 1'). The consolidated financial statementshavebeenpreparedonagoingconcernbasis.

The consolidated financial statements of Rolta have beenprepared in accordance with the International Financial

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

Standard or interpretation Effective dates

IAS 1: Presentation of Periods beginning on or afterFinancial Statements (Revised) 1 January 2009IAS 23: Borrowing costs (Revised) Periods beginning on or after

1 January 2009IAS 27: Consolidated and Separate Periods beginning on or afterFinancial Statements (Revised 2008) 1 July 2009IAS 32: Financial Instruments: Periods beginning on or afterPresentation- Puttable Financial Instruments 1 January 2009and Obligations Arising onLiquidation AmendmentIAS 39: Financial Instruments: Periods beginning on or afterRecognition and Measurement (Amendment) 1 January 2009IFRS 2: Share-Based Payment (Amendment) Periods beginning on or after

1 January 2009IFRS 3: Business Combinations (Revised 2008) For acquisition dated on or

after the beginning of the firstannual reporting periodbeginning on or after1 July 2009

IFRS 7: Financial Instruments Periods beginning on or afterDisclosures (Amendment) 1 January 2009IFRS 8: Operating Segments Periods beginning on or after

1 January 2009IFRIC 15: Agreements for the Construction of Periods beginning on or afterReal Estate 1 January 2009IFRIC 17: Distribution of Non-cash Assets to Owners Periods beginning on or after

1 July 2009IFRIC 18: Transfers of Assets to Customers Transfer of assets on or after

1 July 2009Annual Improvements to IFRSs 2008 Periods beginning on or after

1 January 2009(unless otherwise stated)

102

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

Based on Rolta's current business model and accounting policies,management does not expect material impacts on Rolta's GroupFinancial Statements when the Interpretations become effective.

Rolta does not intend to apply any of these pronouncements early.

The reconciliation presented below is additional informationpresented in these financial statements to help readers comparethe Indian GAAP financial information to IFRS.

4. RECONCILIATION OF NET RESULT

4.1 Goodwill

4.2 Employee Benefits

4.3 Change in estimate of useful life of assets

In the preparation of its financial statements in accordance withIndian GAAP, the Company has recognized goodwill onconsolidation of its subsidiaries. This goodwill has resulted fromchange inownership structure of certainentities within theGroup.

In the Company's financial statements in accordance with IFRS,the consolidation principles of IAS 27 were applied, which doesnot permit recognition of internally generated goodwill. As aresult Rolta has reversed this goodwill and has accordinglyadjusted the opening balance of retained earnings.

In the preparation of its financial statements in accordance withIndian GAAP, the retirement benefits are recognised on the basisof a valuation by a qualified actuary. Rolta carries out an actuarialvaluation for accrued leave balances only for the encashableportion of the leave.

In the Company's financial statements in accordance with IFRS,the liabilities for employee benefits were determined as per IAS 19'Employee benefits'. Further, the liability in respect of allcompensated absences was recognized. Rolta has adopted revisedAS 15, which is in line with IAS 19 there would not be any furtherdifferences.

In the preparation of its financial statements in accordance withIndian GAAP during the year ended June 30, 2007, the Company

Net result determined under Indian GAAP(before minority interest) 2,930,887 2,296,813,

Net result in accordance with IFRS(before minority interest) 1,891,649 1,750,107

Adjustments to conform with IFRSReversal of amortized goodwill 4.1 241 499\Employee benefits - Gratuity andcompensated absences 4.2 - (17,526)Depreciation 4.3 (151,584) 64,181Legal fees to increase Authorised sharecapital charged to profit & loss 4.4 - (14,836)Share based payments 4.5 (18,433) (96,695)Amortisation of intangibles 4.6 (71,917) (23,151)Imputed interest on FCCB 4.7 (499,394) (478,233)Additional gain on repurchase of FCCB 4.7 232,035 -Fair value measurement ofembedded call option 4.7 (8,862) -Reversal of amortisation of AS 11 reserve 4.8 136,505 -Foreign exchange gain / loss of FCCBliability long term foreign currencymonetary items 4.8 (803,013) (6,088)Deferred tax 4.9 145,183 25,143

Year endedJune 30, 2008

Year endedJune 30, 2009Reconciliation of net result Note

has changed the accounting policy for charging depreciation fromWritten Down Value method to Straight Line Method forComputer Plant and Machinery. Further, the Company has alsorevised the estimated useful life of Computer Plant and Machineryfrom six years to four years. Due to these changes the Company, inthe preparation of Indian GAAP financial statements charged all theadditionaldepreciation in thecurrentyear's statementof income.

In the Company's financial statements in accordance with IFRS,the Company has revised the useful life of Computer Plant andMachinery from three years to four years. This change in estimateof useful life has been accounted for prospectively and impacts thedepreciation for the current and future periods. Accordingly, thenet short / excess depreciation charged in the Indian GAAPfinancial statements has been reversed.

In the preparation of the financial statements in accordance withIndian GAAP, expenditure incurred to increase the authorised sharecapital of the Company has been considered as share issue cost andhasbeenadjusted through the securitiespremiumaccount.

In the Company's financial statements in accordance with IFRS,the expenditure to increase authorised share capital does notqualify as share issue expense under IAS 32 and therefore has beencharged to income statement accordingly.

The Company has not recognised any expense on the equity-settled share-based payments for the year under the Indian GAAPas the use of fair value method for measurement of employee sharebased compensation is only recommendatory in nature.

In the Company's financial statements in accordance with IFRS,the company has applied IFRS 2 (2003) and all share-basedremuneration is recognised as an expense in profit and loss and ismeasured using the fair value model.

The Group has acquired consulting division of Whittman Hart andthe business of Piocon Technologies Inc in the current year. This isin addition to the acquisitions made in previous year of OrionTechnology Inc and Broech Corporation (Rolta TUSC). In IndianGAAP financial statements, excess of purchase consideration overcostof acquisitionhasbeen recognisedasgoodwill.

As per IFRS 3, Business Combinations, the acquirer, in this caseRolta International Inc., will account for the acquisition throughuse of the purchase method. This requires the acquirer to allocatethe cost of the business combination to acquiree's identifiableassets and liabilities including any identifiable intangible assets. Inpursuance of the purchase price allocation performed for theacquisition, certain intangible assets have been identified. Theintangible assets and the related amortization are recorded in thefinancial statements prepared under IFRS.

The Company has outstanding 'zero coupon' Foreign CurrencyConvertible Bonds ('FCCB') as on 30 June 2009. As per IAS 32,FCCBs issued by the Company are treated as a liability withan embedded derivative call option of equity conversion.

4.4 Legal fees incurred for the increase of authorised capital

4.5 Share based payments

4.6 Amortization of Intangibles assets

4.7 Accounting for FCCBImputed interest and re-measurement of FCCB

103

In the Company's financial statements in accordance with IFRS,all exchange effects on such long term monetary foreign currencyitems have been recorded in the income statement in accordancewith IAS 21- 'The Effects of Changes in Foreign Exchange Rates'.

As explained in Note 4.8, the Company has capitalised a portionof the foreign exchange differences on long term foreign currencyliabilities as part of the cost of property, plant and equipment. TheCompany has accumulated the portion of such differences not socapitalised, in a specific reserve to be amortized over a specifiedperiod. In the preparation of its financial statements in accordancewith Indian GAAP during the year ended June 30, 2009, theCompany has charged depreciation and amortization on suchcapitalization and reserve balance respectively.

As explained in Note 4.8, in the Company's financial statementsin accordance with IFRS, all exchange effects on such long termmonetary foreign currency items are recorded in the incomestatement in accordance with IAS 21. Accordingly, the Companyhas also reversed the depreciation and amortization charged inIndian GAAP financial statements.

On application of IFRS the carrying amounts of assets andliabilities have changed, and hence the deferred tax liabilities andassets and the related deferred tax income and expenses have alsochanged.

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 inpreparing the financial statements are consistent with the Rolta'slatest approved budgeted forecast, where applicable. Judgementsare based on the information available at each balance sheet date.Although these estimates are based on the best informationavailable to management, actual results may ultimately differ fromthose estimates.

Estimates of life of various tangible and intangible assets,allowance for uncollectible amounts, percentage of completion ofcustomer contracts, costs to complete customer projects andassumptions used in the determination of employee-relatedobligations represent certain of the significant judgements andestimates made by management.

The preparation of these consolidated financial statements is inconformity with IFRS and requires the application of judgment bymanagement in selecting appropriate assumptions for calculatingfinancial estimates, which inherently contain some degree ofuncertainty. Management estimates are based on historicalexperience and various other assumptions that are believed to be

Reversal of depreciation/amortization charged oncapitalized/accumulated foreign exchange differences

4.9 Deferred tax assets and liabilities

5.1. OVERALL CONSIDERATIONS

5. SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES

An imputed interest is recognised at the effective rate of intereston such liability. The liability is re-measured at amortised cost ateach reporting 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 financialstatements.

In June 2009, the Parent Company has bought back and cancelled38,310 FCCBs of the face value of US$ 1,000 each as per theapproval / guidelines of Reserve Bank of India at a discount.Consequent to the buy back, the Company in Indian GAAP hasrecognised the gain partially through the income statement andbalance by crediting the Securities Premium Account. The gaincredited to the Securities Premium Account represents thereversal of 'Premium on Redemption' provided for on boughtback FCCBs in earlier periods in Indian GAAP. In the IFRS incomestatement of the Company, imputed interest cost is provided onFCCBs, as discussed in earlier paragraphs.

An additional gain, over and above, the gain recognised in theIndian GAAP income statement has been credited to the IFRSincome statement and represents such amounts as wererecognised in earlier years as accrued interest expense on thebought back FCCBs. Therefore in the IFRS financial statements ofthe Company the full gain on buyback has been accounted forthrough the income statement.

The Company has outstanding foreign currency convertiblebonds ('FCCB') as on June 30, 2009. As per IAS 32, the FCCBsissued by the Company are treated as financial instruments withembedded call option of equity conversion. An imputed interest isrecognised at the effective rate of interest on the financial liabilityof such instrument. The embedded call option has been fairvalued at the reporting date and the related expense and theliability have been recognised in the financial 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 onAS-11 'The Effects of Changes in Foreign Exchange Rates' underthe Companies (Accounting Standards) Amendment Rules, 2009issued by the Ministry of Corporate Affairs on 31 March 2009. Inthe preparation of the financial statements in accordance withIndian GAAP, the Company had capitalised a portion of theforeign exchange differences on long term foreign currencyliabilities as part of the cost of property, plant and equipment.Further, the portion of such exchange differences not socapitalized have been accumulated in a specific Foreign CurrencyMonetary Item Translation Difference reserve as required by thenotification, to be amortized over a specified period.

Additional gain on buy back of FCCB

Fair value measurement of embedded call option

4.8 Foreign Exchange effects on long term foreign currencymonetary items

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

104

reasonable in the circumstances, the results of which form thebasis for making judgments about the reported carrying values ofassets and liabilities and the reported amounts of revenues andexpenses that may not be readily apparent from other sources.Actual results may differ from these estimates under differentassumptions 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 theamounts recognized in the financial information:

The Company has evaluated each lease agreement for itsclassification between finance lease and operating lease. TheCompany has reached its decisions on the basis of the principleslaid down in IAS 17, “Leases” for the said classification. Also, theCompany has used IFRIC 4, “Determining whether anarrangement contains a lease” for determining whether anarrangement is, or contains, a lease is based on the substance ofthe arrangement and based on the assessment whether:

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.

Management judgment is required in determining provisions forincome taxes, deferred tax assets and liabilities and the extent towhich deferred tax assets can be recognized. If the final outcomeof these matters differs from the amounts initially recorded,differences will impact the income tax and deferred tax provisionsin the period in which such determination is made.

The cost of post employment benefits is determined usingactuarial valuations. The actuarial valuation involves makingassumptions about discount rates, expected rate of return onassets, future salary increases, and mortality rates. Due to the longterm nature of these plans such estimates are subject to significantuncertainty.

The group financial statements consolidate those of the Companyand all of its subsidiary undertakings drawn up to the datesspecified in Note 7. Subsidiaries are all entities over which RoltaIndia Limited has the power to control the financial and operatingpolicies. Rolta India Limited obtains and exercises controlthrough voting rights.

The reporting periods for certain subsidiaries do not coincidewith that of the Company as these are aligned to the accountingperiods for local statutory and tax filing purposes in each of thosejurisdictions in which the subsidiaries operate.

Unrealised gains and losses on transactions between theCompany and its subsidiaries are eliminated. Where unrealisedlosses on intra-group asset sales are reversed on consolidation, theunderlying asset is also tested for impairment losses from theCompany's group perspective. Amounts reported in the financialstatements of subsidiaries have been adjusted where necessary to

Leases

Deferred Tax

Post employment benefits

5.2. BASIS OF CONSOLIDATION

ensure consistency with the accounting policies adopted byRolta. Entities whose economic activities are controlled jointly bythe Rolta India Limited and by other venturers independent ofRolta are accounted for using proportionate consolidation.

Minority interests represent the portion of a subsidiary's profitand loss and net assets that is not held by the Group. If losses in asubsidiary applicable to a minority interest exceed the minorityinterest in the subsidiary's equity, the excess is allocated to themajority interest except to the extent that the minority has abinding obligation and is able to cover the losses.

Entities whose economic activities are controlled jointly by theCompany and by other venturers independent of the Company(“joint ventures”) are accounted for using proportionateconsolidation.

Unrealised gains and losses on transactions between Rolta and itsjoint venture entities are eliminated to the extent of the Group'sinterest. Where unrealised losses on intra-group asset sales arereversed on consolidation, the underlying asset is also tested forimpairment losses from 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 IndianRupees ('INR' or 'Rs.'), which is the functional currency of theparent company, Rolta India Limited, being the currency of theprimary economic environment in which it operates.In the separate financial statements of the consolidated entities,foreign currency transactions are translated into the functionalcurrency of the individual entity using the exchange ratesprevailing at the dates of the transactions (spot exchange rate).Foreign exchange gains and losses resulting from the settlement ofsuch transactions and from the translation of remaining balancesat year-end exchange rates are recognised in the incomestatement under “other income” or “other expenses”, respectively.

In the consolidated financial statements, all separate financialstatements of subsidiaries, originally presented in a currencydifferent from the Rolta's presentation currency, have beenconverted into INR. Assets and liabilities have been translatedinto INR at the closing rate at the balance sheet date. Income andexpenses have been converted into the Rolta's presentationcurrency at the average rates over the reporting period. Theresulting translation adjustments are recorded under the currencytranslation reserve in equity.

Revenue from sale of solutions is recognized when significantrisks and rewards in respect of ownership of solutions aretransferred to the customer and there are either no unfulfilledcompany obligations or any obligations are inconsequential orperfunctory and will not affect the customer's final acceptance ofthe arrangement.

Revenue from services is recognised upon the performance ofservices or transfer of risk to the customer.

5.3. INVESTMENT IN JOINT VENTURES

5.4. FOREIGN CURRENCY TRANSLATION

5.5. REVENUE RECOGNITION

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

105

Revenue from customer-related long-term contracts is recognisedby reference to the percentage of completion of the contract at thebalance sheet date. Rolta's long term contracts specify a fixed pricefor the sale of license and installation of software solutions & servicesand the related revenue is determined using the percentage ofcompletion method. The percentage of completion is calculated bycomparing costs incurred to date with the total estimated costs ofthe contract. If the contract is considered profitable, it is valued atcost plus attributable profits by reference to the percentage ofcompletion. Any expected loss on individual contracts is recognisedimmediatelyas anexpense in the incomestatement.

Rolta commits to extensive after-sales support, in the form ofannual maintenance contracts, in its service segment. The amountof the selling price associated with the subsequent servicingagreement is deferred and recognised as revenue over the periodduring which the service is performed. This deferred income isincluded in “other liabilities”.

Property, plant and equipment are stated at cost of acquisition lessaccumulated depreciation. Direct costs are capitalised until theassets are ready for use and include inward freight, duties, taxesand expenses incidental 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 reviewedperiodically and wherever a change is made to the estimate ofuseful life of an asset, the depreciation charge is adjustedprospectively.

Material residual value estimates are updated as required, but atleast annually, whether or not the asset is revalued.

Intangible assets include expenditure incurred by Rolta ondevelopment or acquisition of software. They are accounted forusing the cost model whereby capitalized costs are amortised on astraight line basis over the useful lives of the assets as estimated bymanagement. These assets are currently amortized over a periodof five to ten years and included under 'Depreciation andamortization' in the statement of income.

Rolta's intangible assets and property, plant and equipment aresubject to impairment testing.

5.6. PROPERTY, PLANT AND EQUIPMENT

5.7. INTANGIBLE ASSETS

5.8. IMPAIRMENT TESTING OF GOODWILL,INTANGIBLE ASSETS AND PROPERTY, PLANT ANDEQUIPMENT

For the purposes of assessing impairment, assets are grouped at thelowest levels for which there are separately identifiable cash flows(cash-generating units). As a result, some assets are testedindividually for impairment and some are tested at cash-generatingunit level. Goodwill is allocated to those cash-generating units thatare expected to benefit from synergies of the related businesscombination and represent the lowest level within Rolta at whichmanagementcontrols the relatedcash flows.

Individual assets or cash-generating units that include goodwillare tested for impairment at least annually. All other individualassets or cash-generating units are tested for impairmentwhenever events or changes in circumstances indicate that thecarrying amount may not be recoverable.

An impairment loss is recognised for the amount by which thecarrying amount of the asset or cash-generating unit exceeds itsrecoverable amount. To determine the recoverable amount,management estimates expected future cash flows from each cash-generating unit and determines a suitable interest rate in order tocalculate the present value of those cash flows. The data used forimpairment testing procedures are directly linked to the Group'slatest approved budget, adjusted as necessary to exclude theeffects of future reorganisations and asset enhancements.Discount factors are determined individually for each cash-generating unit and reflect their respective risk profiles as assessedby management.

Impairment losses recognised for cash-generating units, to whichgoodwill has been allocated, are credited initially to the carryingamount of goodwill. Any remaining impairment loss is charged prorata to the other assets in the cash-generating unit. With theexception of goodwill, all assets are subsequently reassessed forindications that an impairment loss previously recognised may nolonger exist. Impairment losses are recognised in income statement.An impairment charge is reversed if the cash-generating unit'srecoverable amountexceeds its carryingamount.

Financial assets and financial liabilities are recognised when theGroup becomes a party to the contractual provisions of thefinancial instrument.

Financial assets are derecognised when the contractual rights tothe cash flows from the financial asset expire, or when thefinancial asset and 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 atfair value plus transaction costs, except for financial assets andfinancial liabilities carried at fair value through profit or loss,which are measured initially at fair value.

Financial assets and financial liabilities are measured subsequentlyas described below.

Rolta's financial assets include cash receivables (includingaccounts receivable) and investments. Financial assets, other thanhedging instruments, can be divided into categories such as loansand receivables, financial assets at fair value through profit or loss,

5.9. FINANCIAL INSTRUMENTS

5.10.FINANCIAL ASSETS

Assets Estimateduseful life

Buildings 60 yearsComputer, Plant and machinery 4 yearsOffice equipment 20 yearsFurniture and Fixtures 15 yearsVehicles 10 years

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

106

available-for-sale financial assets. Financial assets are assigned tothe different categories by management on initial recognition,depending on the purpose for which the investments wereacquired. The designation of financial assets is re-evaluated atevery reporting date at which a choice of classification oraccounting treatment is available.

Financial assets are measured at their fair value on initialrecognition and subsequently measured at amortised cost.

Derecognition of financial instruments occurs when the rights toreceive cash 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 ateach balance sheet date, whether or not there is objective evidencethat a financial assetor agroup of financial assets is impaired.

Financial assets at fair value through profit or loss include financialassets that are either classified as held for trading or are designatedby the entity to be carried at fair value through profit or loss uponinitial recognition. In addition, derivative financial instruments thatdonotqualify for hedge accountingare classified as held for trading.

Subsequent to initial recognition, the financial assets included intrading category are measured at fair value with changes in fairvalue recognised in profit or loss. Financial assets originallydesignated as financial assets at fair value through profit or lossmay not subsequently be reclassified.

Available-for-sale financial assets include non-derivative financialassets that are either designated to this category or do not qualifyfor inclusion in any of the other categories of financial assets. Allfinancial assets within this category are subsequently measured atfair value, unless otherwise disclosed, with changes in valuerecognised in equity, net of any effects arising from income taxes.Gains and losses arising from securities classified as available-for-sale are recognised in the income statement when they are sold orwhen the investment is impaired.

In the case of impairment, any loss previously recognised in equityis transferred to the income statement. Losses recognised in theincome statement on equity instruments are not reversed throughthe income statement. Losses recognised in prior periodconsolidated income statements resulting from the impairment ofdebt securities are reversed through the income statement, whensuch increase can be related objectively to an event occurringafter the impairment loss.

Loans and receivables are non-derivative financial assets with fixedor determinable payments that are not quoted in an active market.They arise when Rolta provides money, goods or services directly toa debtor with no intention of trading the receivables. Loans andreceivables are subsequently measured at amortised cost using theeffective interest method, less provision for impairment. Anychange in their value is recognised inprofitor loss.

Trade receivables are provided against when objective evidence isreceived that Rolta will not be able to collect all amounts due to itin accordance with the original terms of the receivables. Theamount of the write-down is determined as the differencebetween the asset's carrying amount and the present value ofestimated future cash flows.

Cash and cash equivalents include cash at bank and in hand andbank deposits.

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 acomponentoftaxexpenseintheincomestatement.

Deferred income taxes are calculated using the liability methodon temporary differences. This involves the comparison of thecarrying amounts of assets and liabilities in the consolidatedfinancial statements with their respective tax bases. However, inaccordance with the rules set out in IAS 12, no deferred taxes arerecognized in conjunction with goodwill. This applies also totemporary differences associated with shares in subsidiaries andjoint ventures if reversal of these temporary differences can becontrolled by the Group and it is probable that reversal will notoccur in the foreseeable future. In addition, tax losses available tobe carried forward as well as other income tax credits to the Groupare assessed for recognition as deferred tax assets.

However, deferred tax is not provided on the initial recognition ofgoodwill, nor on the initial recognition of an asset or liabilityunless the related transaction is a business combination or affectstax or accounting profit.

Deferred tax liabilities are always provided for in full. Deferred taxassets are recognized to the extent that it is probable that they willbe able to be offset against future taxable income. Deferred taxassets and liabilities are calculated, without discounting, at taxrates that are expected to apply to their respective period ofrealization, provided they are enacted or substantively enacted atthe balance sheet date.

Most changes in deferred tax assets or liabilities are recognized asa component of tax expense in the income statement. Onlychanges 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 thelease transfer substantially all the risks and rewards of ownershipto the lessee. All other leases are classified as operating leases.

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

Assets held under finance leases are recognized as assets of theGroup at their fair value or present value of minimum leasepayments if lower at the date of acquisition. The correspondingliability to the lessor is included in the balance sheet as a financelease obligation. Finance costs, which represent the differencebetween the total leasing commitments and the fair value of theassets acquired, are charged to the income statement over the

5.11.INVENTORIES

5.12.ACCOUNTING FOR INCOME TAXES

5.13.LEASING ACTIVITIES

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

107

term of the relevant lease so as to produce a constant periodic rateof charge on the remaining balance of the obligations for eachaccounting period.

Share capital is determined using the nominal value of shares thathave been issued.

Additional paid-in capital includes any premium received on theinitial issue of share capital. Any transaction costs associated withthe issue of shares is deducted from additional paid-in capital, netof any related income tax benefits.

Foreign currency translation differences are included in thetranslation reserve.

Retained earnings include all current and prior period results, asdisclosed in the income statement.

Employee benefits are provided through a defined benefit plan aswell as certain defined contribution plans.

The Company provides for gratuity, a defined benefit plan, whichdefines an amount of pension benefit that an employee will receiveon retirement, usually dependent on one or more factors such as age,years of service and remuneration. The legal obligation for anybenefits from thiskind ofplan remainswith the Group.

The Company also provides for provident fund benefit, a definedcontribution plan, under which the Group pays fixedcontributions into an independent entity. The Group has no legalor constructive obligations to pay further contributions afterpayment of the fixed contribution.

The liability recognised in the balance sheet for defined benefitplans is the present value of the defined benefit obligation('DBO') at the balance sheet date less the fair value of plan assets,together with adjustments for actuarial gains or losses and pastservice costs. The DBO is calculated annually by independentactuaries using the projected unit credit method. The presentvalue of the DBO is determined by discounting the estimatedfuture cash outflows using interest rates of high quality corporatebonds that are denominated in the currency in which the benefitswill be paid and that have terms to maturity approximating to theterms of the related pension liability.

Actuarial gains and losses are recognised as an income or expensein the period in which they arise. Past-service costs arerecognised immediately in the income statement, unless thechanges to the plan are conditional on the employees remainingin service for a specified period of time (the vesting period). In thiscase, the past service costs are amortised on a straight-line basisover the vesting period.

The contributions recognised in respect of defined contributionplans are expensed as they fall due. Liabilities and assets may berecognised if underpayment or prepayment has occurred and areincluded in current liabilities or current assets as they are normallyof a short-term nature.

Interest expenses related to pension obligations are included in“finance costs” in the income statement. All other pension relatedbenefit expenses are included in “Employee benefit expense”.

5.14.EQUITY

5.15.EMPLOYEE BENEFITS

Short-term employee benefits are recognised for the number ofpaid leave days (usually holiday entitlement) remaining at thebalance sheet date. They are included in employee obligations atthe undiscounted amount that the Group expects to pay as a resultof the unused entitlement. Paid leave days which are likely to beencashed at the time of retirement are valued at the rates at whichthey are estimated to be paid out, and the present value of thesame is included under 'Long term Employee obligations'.

The Group's financial liabilities include trade and other payables,borrowings and derivative financial instruments. Payable andborrowings are initially measured at fair value and subsequentlymeasured at amortised cost using effective interest rate method.They are included in balance sheet line items 'long-term financialliabilities' and 'trade and other payables'.

Derivative financial instruments that are not designated andeffective as hedging instruments are accounted for at fair valuethrough profit or loss.

Financial liabilities are recognised when the Group becomes aparty to the contractual agreements of the instrument. All interestrelated charges is recognised as an expense in “finance cost” in theincome statement.

Trade payables are recognised initially at their fair value andsubsequentlymeasuredat amortisedcost less settlementpayments.

Dividend distributions to shareholders are included in 'othershort term financial liabilities' when the dividends are approvedby the shareholders' meeting.

Provisions are recognised when present obligations will probablylead to an outflow of economic resources from the Group and theycan be estimated reliably. Timing or amount of the outflow may stillbe uncertain. A present obligation arises from the presence of a legalor constructiveobligation thathas 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 asa result of present obligations is considered improbable or remote,or the amount to be provided for cannot be measured reliably, noliability is recognised in the consolidated balance sheet.

All employee services received in exchange for the grant of anyshare-based remuneration are measured at their fair values. Theseare indirectly determined by reference to the fair value of theshare options awarded. Their value is appraised at the grant dateand excludes the impact of any non-market vesting conditions(for example, profitability and sales growth targets).

All share-based remuneration is ultimately recognised as anexpense in profit or loss with a corresponding credit to additionalpaid-in capital, net of deferred tax where applicable. If vestingperiods or other vesting conditions apply, the expense is allocatedover the vesting period, based on the best available estimate of thenumber of share options expected to vest. Non-market vesting

5.16.FINANCIAL LIABILITIES

5.17.PROVISIONS AND CONTINGENT LIABILITIES

5.18.EQUITY BASED COMPENSATION

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

108

Goodwill of Rs. 217,763 thousand is primarily related to growthexpectations, expected future profitability, the substantial skill andexpertise of the company's staff and expected cost synergies.Goodwillhasbeenallocatedtocash-generatingunitsat30June2009

No major line of business will be disposed of as result of thecombination.

The WhittmanHart consulting has been merged with RoltaTUSC and its operating results are included within this entityfrom the acquisition date. Hence it is impracticable to identifyWHC results subsequent to integration with Rolta TUSC.

The acquisition was completed in the beginning of the year and theresultsofWHCareincludedintherevenueandprofitsoftheGroup.

On December 29, 2008, the Group acquired 100% equity shares ofPiocon Technologies Inc., USA ('Piocon') through its US subsidiaryRolta International Inc for a total consideration of USD 8,361,500(Rs. 407,707 thousand approximately). Through this acquisition,Rolta has acquired a unique template-based solution that addressescriticaloperationalneedsof refineries in theOil&Gas sector.

The total cost of acquisition was Rs. 407,707 thousand andincludes the components stated below:

The allocation of the purchase price to the assets and liabilities ofPiocon was completed during the year. The amounts recognisedfor each class of the acquiree's assets, liabilities and contingentliabilities recognised at the acquisition date are as follows:

Acquisition of Piocon Technologies Inc

Purchase price, settled in cash 391,372Legal advisers 3,901Investment bankers' fees 12,434

407,707

Fair Values(INR'000)

Property, plant and equipment 5,125Customer contacts and pipeline 65,100

Accounts receivable 99,089Cash and cash equivalents 56,810

Deferred tax liability 22,127Provisions 24,910Trade and other payables 80,943

Net identifiable assets and liabilities 98,143

Consideration paid, satisfied in cash 407,707Cash and cash equivalents acquired 56,810Net cash outflow on acquisition 350,897

Fair Values(INR'000)

Total non-current assets 70,225

Total current assets 155,899

Total current and non current liabilities 127,980

Goodwill on acquisition 309,564

Assets of Piocon Technologies Inc., as at the acquisition date

conditions are included in assumptions about the number ofoptions that are expected to become exercisable. Estimates aresubsequently revised, if there is any indication that the number ofshare options expected to vest differs from previous estimates.

No adjustment is made to expense recognised in prior periods iffewer share options ultimately are exercised than originallyestimated. Upon exercise of share options, the proceeds receivednet of any directly attributable transaction costs up to the nominalvalue of the shares issued are allocated to share capital with anyexcess being recorded as additional paid-in capital.

On August 18, 2008, the Group acquired the assets of consultingdivision of WhittmanHart Inc., USA ('Whitmanhart') through itsUS subsidiary Rolta TUSC Inc. for a total consideration of USD11,436,930 (Rs. 494,418 thousand approximately). The acquireddivision of WhittmanHart is a leading industry provider ofconsulting services in the Business Intelligence (BI) arena,particularly focused on the Hyperion software technologyacquired by Oracle Corporation in 2007. WhittmanHart willcontinue under the operations of Rolta TUSC in USA, and will bemanaged and operated by the Management team of Rolta TUSC.

The total cost of acquisition was Rs. 494,418 thousand andincludes the components stated below:

The allocation of the purchase price to the assets and liabilities ofWhittmanHart Consulting was completed during the year. Theamounts recognised for each class of the acquiree's assets,liabilities and contingent liabilities recognised at the acquisitiondate are as follows:

Acquisition of WhittmanHart Consulting

NOTE B. BUSINESS COMBINATION

Purchase price, settled in cash 475,354Legal advisers 5,987Investment bankers' fees 13,077

494,418

Fair Values(INR'000)

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

Property, plant and equipment 6,485Customer contacts and pipeline 117,744Total non-current assets 124,229Accounts receivable 152,426Cash and cash equivalents -Total current assets 152,426Net identifiable assets and liabilities 276,655Goodwill on acquisition 217,763Consideration paid, satisfied in cash 494,418Cash and cash equivalents acquired -Net cash outflow on acquisition 494,418

Fair Values(INR'000)

Assets ofWhittmanHartConsulting Inc., as at the acquisitiondate

109

Goodwill of Rs. 309,564 is primarily related to growth expectations,expected future profitability, the substantial skill and expertise of thecompany's staff and expected cost synergies. Goodwill has beenallocated tocash-generatingunits at June30, 2009

No major line of business will be disposed of as result of thecombination.

Piocon earned a profit of Rs.61, 135 thousand for 6 months endedJune 30, 2009.

If Piocon had been acquired on July 1 2008, revenue of the Groupfor 2008 would have increased by Rs. 213,922 thousands andprofit for the year would have increased by Rs. 2,364 thousands

As per the share purchase agreement entered into by Rolta Inc.with TUSC, a contingent consideration was payable onsatisfaction of certain earn-out conditions. The earn-out onsatisfaction of certain of these conditions is US$ 1.22 million (Rs.63,291 thousands) as compared to a maximum earn-out of US$ 3million mentioned in the agreement. The earn-out had two targetcriteria, revenue and profitability, with maximum payment of US$1.5 million for achieving each target. TUSC has not achieved theprofitability criteria but has achieved the revenue criteria and areeligible for an earn-out to the extent of US $ 1.22 million. Suchamounts payable were settled in March 2009 and are currentlyrecorded as increase in 'Goodwill'

The subsidiaries which consolidate under Rolta India Limited('RIL') comprise the entities listed below:

The Company holds a 50% stake in Shaw Rolta Limited, a jointventure company. The remaining 50% shares are held by Shawgroup, USA.

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.

,

Update on TUSC acquisition

NOTE C -BASIS OF CONSOLIDATION

Name of the Entity Year Country of Holding Effective

End Date Incorp- Company Grouporation Share-

holding (%)Rolta International Inc. ('RUS') June 30, 2009 USA RIL 100

Rolta Saudi Arabia Limited. ('RSA') March 31, 2009 Saudi Arabia RIL 75

Rolta Middle East FZ - LLC ('RME') March 31, 2009 UAE RIL 100

Rolta UK Limited ('RUK') March 31, 2009 UK RIL 100

Rolta Beneulx B.V.('RBN') March 31, 2009 Netherlands RUK 100

Rolta Canada Limited('RCL') June 30, 2009 Canada RUS 100

Rolta Deutschland GmbH March 31, 2009 Germany RUK 100

Rolta Asia Pacific June 30, 2009 Australia RUS 100

Rolta TUSC Incorporated ('TUSC') June 30, 2009 USA RUS 100

Piocon Technologies Inc June 30, 2009 USA RUS 100

Rolta Thales Limited June 30,2009 India RIL 51

NOTE D -CASH AND CASH EQUIVALENTS

NOTE E - RESTRICTED CASH

NOTE F - ACCOUNTS RECEIVABLE, NET

NOTE G - INVENTORIES

Cash and cash equivalents comprise the following:

Restricted cash comprise the following:

Dividend accounts represent balances maintained in specific bankaccounts for payment of dividends. The use of these funds isrestricted and can only be used to pay dividends. Thecorresponding liability for payment of dividends is included in'Other Current Liabilities'.Bank deposits represent fixed deposits placed with banks anddeposits under lien for bank guarantees and margin deposits.Most of these deposits have been placed for a one-year period,and are automatically renewed.

Trade receivables are usually due within 180 to 200 days and are notinterest bearing. All trade receivables are subject to credit risk exposure.However, Rolta does not identify specific concentrations of credit riskwith regard to trade and other receivables, as the amounts recognisedrepresentalargenumberofreceivablesfromvariouscustomers.Given below is ageing of accounts receivable spread by period of sixmonths:

Inventories comprise the following:

Particulars June 30, 2008

Total 1,324,661 2,519,632

Cash in hand 1,026 2,016Balances with banks in current /cashcredit accounts and deposit accounts 1,323,635 2,517,616

June 30, 2009

Particulars June 30, 2008

Dividend accounts 50,478 54,844Time deposits 621 23,829Total 51,099 78,673

June 30, 2009

Particulars June 30, 2008

Total 5,950,948 5,017,796

Accounts receivables 5,997,541 5,017,796Less: Provision for doubtful debts (46,593) -

June 30, 2009

Particulars June 30, 2008

Total 5,950,948 5,017,796

Outstanding for more than 6 months 2,363,130 1,986,246Others 3,587,818 3,031,500

June 30, 2009

Particulars June 30, 2008

Total 104,524 214,550Systems, software and toolkits 104,524 214,550

June 30, 2009

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

110

NOTE H - OTHER CURRENT ASSETS

NOTE I - PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment comprise the following:

Other current assets comprise the following:

Accumlated Depreciation June 30, 2008

Freehold Land - -

Building 266,340 220,073

Computer, Plant and Machinery 3,033,754 3,044,247

Office Equipment 114,755 114,777

Furniture and fixture 128,208 90,399

Vehicles 21,731 15,885

Capital work in progress - -

3,564,788 3,485,381

June 30, 2009

Net book value

14,009,373 8,330,610

June 30, 2008

Freehold land 109,934 104,753

Building 3,547,382 1,953,415

Computer, Plant and Machinery 6,639,534 4,007,033

Office Equipments 412,134 249,196

Furniture and fixture 455,427 222,553

Vehicles 51,819 64,466

Capital work in progress 2,793,143 1,729,194

June 30, 2009

Cost June 30, 2008

17,574,161 11,815,990

Freehold land 109,934 104,753

Building 3,813,722 2,173,488

Computer, Plant and Machinery 9,673,288 7,051,279

Office Equipment 526,889 363,973

Furniture and fixture 583,635 312,952

Vehicles 73,550 80,351

Capital work in progress 2,793,143 1,729,194

June 30, 2009

Movements in the cost and accumulated depreciation of property,plant and equipment are as follows:

Intangible assets comprise of recognised intangibles onacquisition and software licenses purchased for internal use. Thecarrying amounts for the reporting periods under review can beanalysed as follows:

Additions separately acquired are software licenses used in thedevelopment of the group's software solutions.

NOTE J - INTANGIBLE ASSETS

Year ended Year endedJune 30, 2009 June 30, 2008

Cost Additions Disposals Additions Disposals

14,126,226 8,368,055 6,806,881 4,194,937

Freehold land 5,181 - 2,182 -

Building 1,640,234 - 482,835 -

Computer Plant and machinery 4,546,644 1,924,635 2,684,756 903,577

Office equipment 167,406 4,490 15,821 876

Furniture and fixtures 275,320 4,637 43,115 -

Vehicles 1,452 8,253 41,529 20,246

Capital work in progress 7,489,989 6,426,040 3,536,643 3,270,238

Year ended Year endedJune 30, 2009 June 30, 2008

Accumulated Depreciation Charge Adjustment Charge for Adjustmentfor the year on disposals the year on on disposals

Freehold land - - - -

Building 48,717 2,450 39,717 -

Computer Plant and machinery 1,875,011 1,885,504 1,231,184 903,549

Furniture and fixtures 33,359 (4,450) 20,126 -

Office equipment 24,566 24,588 19,158 94

Vehicles 8,213 2,367 7,051 7,555

Capital work in progress - - - -

1,989,866 1,910,459 1,317,236 911,198

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

Gross Carrying amount Acquired Customer Intellectual Totalsoftware contracts propertylicenses and rights

Customerrelationship

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

Amortisation and impairment Acquired Customer Intellectual Totalsoftware contracts propertylicenses and rights

Customerrelationship

Particulars June 30, 2008

Total 1,321,693 1,226,737

Unbilled revenue 731,599 773,943

Prepaid expense 187,148 180,456

Interest accrued 81,413 131,206

Other receivables 6,421 84,461

Deposits and advances receivable incash and kind 315,112 56,671

June 30, 2009

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

111

Balance as at 1 July 2007 45,731 - - 45,731Addition, separately acquired - - -Acquisition through businesscombination - 129,680 35,488 165,168Disposals - - - -Net exchange differences - - - -Balance as at 30 June 2008 45,731 129,680 35,488 210,899

NOTE K -GOODWILLThe main changes in the carrying amount of goodwill result fromthe acquisition of WHC and Piocon in the current year andTUSC and Orion in 2008. The net carrying amount of goodwillcan be analysed as follows:

For the purpose of annual impairment testing goodwill is allocatedto the following cash generating units, which are units expectedto benefit from the synergies of the business combinations inwhich the goodwill arises.

The recoverable amounts of the cash-generating units weredetermined based on value-in-use calculations, covering adetailed three-year forecast, followed by an extrapolation ofexpected cash flows for the units' remaining useful lives using thegrowth rates stated below. The growth rates reflect the long-termaverage growth rates for the product lines and industries of thecash-generating units. The growth rate for Geospatial/GIS andEnterprise information and communication technology exceedsthe overall long-term average growth rates for USA.

Gross carrying amount

2,555,829 1,772,908

June 30, 2008

Opening balance 1,772,908 -Acquired through business combination 590,618 1,772,908Impairment loss recognised - -Net exchange difference 192,303 -Closing balance

June 30, 2009

Particulars June 30, 2008

Geospatial / GIS 242,170 241,933Enterprise Information &Communication Technology 2,313,659 1,530,975Goodwill allocation at year end 1,772,9082,555,829

June 30, 2009

This is appropriate because this sector is expected to continue togrow at above-average rates for the foreseeable future.

Management's key assumptions for the Enterprise Informationand Communication Technology include stable profit margins,which have been determined based on past experiences in thismarket. The Group's management believes that this is the bestavailable input for forecasting this mature market.

Other liabilities comprise the following:

Foreign Currency Convertible Bonds (FCCB)

The Group, on June 28, 2007 issued 'Zero coupon convertiblebonds due 2012' (the “Bonds”). The bonds are convertible at anytime on and after August 8, 2007 and up to the close of business onJune 22, 2012 by the holders of the Bonds (the “Bondholders”)into newly issued, ordinary shares of Rs.10 each of the Group (the“Shares”) at the option of the Bondholder, at an initial conversion

NOTE L - OTHER LIABILITIES

NOTE M -LONG TERM LIABILITY

Particulars Growth rates Discount ratesJune 30, June 30, June 30, June 30,

2009 2008 2009 2008

Geospatial / GIS 10% - 12.99% -

Enterprise Information &Communication Technology 19% - 12.99% -

Particulars June 30, 2008

Income received in advance 97,405 193,568Advances from customers 52,863 6,058Unclaimed dividend 50,478 54,844Other liabilities 1,019,009 1,279,900Interest accrued but not due 8,203 -Provision for warranties 4,660 9,698Total 1,232,618 1,544,068

June 30, 2009

Particulars June 30, 2008

Liability on account of foreigncurrency convertible bonds 6,023,081 6,775,217External commercial borrowings 2,809,969 -Term loan from banks 1,000,000 -

9,833,050 6,775,217

June 30, 2009

Particulars June 30, 2008

Opening liability 6,775,217 5,686,459Equity component reclassifiedin liability - 288,027Accrued interest 499,394 478,233Exchange loss 814,403 322,498Less: Repurchase of FCCB (2,065,933) -

6,023,081 6,775,217

June 30, 2009

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

Balance as at 1 July 2007 45,075 - - 45,075Amortisation 656 16,053 7,098 23,807Impairment losses - - - -Disposals - - - -Net exchange differences - - - -Balance at 30 June 2008 45,731 16,053 7,098 68,882Carrying amount 30 June 2008 - 113,627 28,390 142,017

Amortisation and impairment Acquired Customer Intellectual Totalsoftware contracts propertylicenses and rights

Customerrelationship

Gross Carrying amount Acquired Customer Intellectual Totalsoftware contracts propertylicenses and rights

Customerrelationship

112

price of Rs.737.40 per share with a fixed rate of exchange onconversion of Rs.40.75 to USD 1.00. The conversion price wasreduced to Rs. 368.70 after 1:1 bonus issue in January 2008.Unless previously converted, redeemed or purchased andcancelled, the Bonds will be redeemed in US dollars on June 29,2012 at 139.391 per cent of their principal amount.

In the preparation of the financial statements as at June 30, 2008,these instruments were classified as compound financialinstruments, where the initial carrying amount was allocated to aliability component based on its fair value of Rs. 6,487,190thousands as at that date and the residual amount of Rs 288,027thousands being allocated to the equity component. Thesefinancial statements have been restated whereby such equitycomponent has been reclassified as a liability and the value ofderivative in the nature of a call option embedded in the financialinstrument (equity conversion option) is included in the liabilitycomponent. The call option embedded in this financialinstrument has been fair valued at each reporting date andclassified under 'Other financial liabilities'. The amount ofliability has been initially recognized in respect of such ForeignCurrency Convertible Bonds based on the fair value as at the dateof issue of these instruments and is subsequently recognized atamortized cost with interest costs being recognized based on theeffective rate of interest.

The effect of the restatement on the financial statements for theyear ended June 30, 2008 is summarized below. There is no effectfor the year ended June 30, 2009

The corresponding impact on the interest expense is not materialand accordingly the income statement and earnings per sharehave not been restated.

In June 2009, the Parent Company has bought back and cancelled38,310 FCCBs of the face value of USD 1000 each as per theapproval / guidelines of Reserve Bank of India at a discount.Consequent to the buy back the Company has recognised a netgain of Rs. 482,266 thousand on the said buyback, which isdisclosed under 'Other Income'.

External commercial borrowings

The external commercial borrowing from Bank of India is securedby floating charge on current assets of the Parent Company andfrom Union Bank of India is secured by way of equitable mortgageon the fixed assets of the Parent Company.

A floating interest rate linked to the prevailing six month LIBOR ischarged on the external commercial borrowings. The applicableinterest rate for the year ended 30 June 2009 was 4.5%-5%.

Term loans from banks

Other Term loans are secured by floating charge on the currentassets of the Parent Company.

.

A floating interest rate linked to prevailing BPLR rates(Benchmark Prime Lending Rates) is charged on the monthlyoutstanding balances. The applicable interest rate for the yearended 30 June 2009 was 12%. The maturity profile of long-termborrowings outstanding at June 30, 2009 is given below:

The fair value of long-term debt is estimated by the managementto be approximate to their carrying value, since the averageinterest rate on such debt is within the range of current interestrates prevailing in the market.

Employee obligations comprise the following:

Taxes for the year 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 income statement can be reconciled as follows:

NOTE N - EMPLOYEE OBLIGATIONS

NOTE O - TAXESImpact on balance sheet as at June 30, 2008Increase in Liability 288,027Decrease in equity (288,027)

Amount

Year ending 30 June, Amount

3,809,96

2010 -2011 -2012 1,220,2022013 220,202And there after 2,369,565

9

Particulars June 30, 2008

Provision for compensated absences 92,178 63,736Provision for gratuity benefit plan 50,223 37,776Others - -Total 142,401 101,512

June 30, 2009

Particulars June 30, 2008

Current income tax expense 379,504 325,551Deferred income taxexpense/(benefit) (134,138) 24,490Total 245,366 350,041

June 30, 2009

Particulars June 30, 2008

Effective tax rate 33.99% 33.99%Expected tax expense atprevailing tax rate 726,371 713,840Tax adjustment for tax-exempt income- Export income exempt from tax (677,020) (443,741)- Exempt income (194,881) (59,251)Other tax adjustments- Long term capital gainon sale of assets - (2,870)

June 30, 2009

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

113

No temporary differences resulting from investments insubsidiaries or associates qualified for recognition as deferred taxassets or liabilities.

The tax effect of significant temporary differences that resulted indeferred income tax assets and liabilities and a description of theitems that create those differences are given below:

In assessing the reliability of deferred income tax assets,management considers whether it is more likely than not thatsome portion or all of the deferred income tax assets will berealized. The ultimate realization of deferred income tax assets isdependent upon the generation of future taxable income duringthe periods in which the temporary differences becomedeductible. The amount of the deferred income tax assetsconsidered realizable, however, could be reduced in the near termif estimates of future taxable income during the carry forwardperiod are reduced.

As at June 30, 2009, the Company's subsidiaries had losses whichcan be carried forward for future utilization within 5 to 15 years.These subsidiaries have been incurring losses and therefore it isconsidered more likely that the deferred tax asset arising fromthese carried forward net operating losses will not be realized.Accordingly no deferred tax assets have been recognized inrespect of these losses.

NOTE P - EQUITY AND RESERVES

NOTE Q - OPERATING REVENUE

a) Ordinary shares

b) Dividends

c) ReservesAdditional paid in capital -

Statutory reserves -

Revaluation reserve -

Translation reserve -

Accumulatedearnings -

The Company presently has only one class of ordinary shares.For all matters submitted to vote in the shareholders meeting,every holder of ordinary shares, as reflected in the records ofthe Company on the date of the shareholders' meeting, hasone vote in respect of each share held. All shares are equallyeligible to receive dividends and the repayment of capital inthe event of liquidation of the Company.

The Company has an authorized share capital of 250,000,000equity shares of Rs 10 each.

Indian statutes mandate that dividends be declared out ofdistributable profits only after the transfer of up to 10 percentof net income computed in accordance with regulations to ageneral reserve. Should the Company declare and paydividends, such dividends are required to be paid in Indianrupees to each holder of equity shares in proportion to thenumber of shares held.

The amount received by thecompany over and above the par value of shares issued (sharepremium) is shown under this head.

In accordance with Articles of Association ofRolta Saudi Arabia Ltd and the regulations for companies in theKingdom of Saudi Arabia, the Company maintains a statutoryreserve equal to one half of its share capital. Such reserve is notcurrentlyavailablefordistributiontotheshareholders.

The revaluation reserve comprisesgains and losses due to the revaluation of certain financialassets and property, plant and equipment. Foreign currencytranslation differences are included in the translation reserve.

Assets and liabilities of foreignsubsidiaries are translated into Indian rupees at the rate ofexchange prevailing as at the Balance Sheet date. Revenueand expenses are translated into Indian rupees by averagingthe exchange rates prevailing during the period. Theexchange difference arising out of the year-end translation isbeing debited or credited to Translation Adjustment Account.

Accumulated earnings include all currentandpriorperiodresultsasdisclosedintheincomestatement.

Operating revenue comprises the following:

Particulars Year endedJune 30, 2008

Geospatial / GIS 6,195,497 5,305,524Engineering Design 3,915,312 3,477,003Enterprise Information &Communication Technology 3,617,320 1,939,617Total 13,728,129 10,722,144

Year endedJune 30, 2009

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

Particulars June 30, 2008June 30, 2009

- Unrecognised tax benefit onlosses of subsidiaries 180,744 65,046

- Disallowance under income tax 24,280 17,290- Disallowed expenditure onshare based payments 6,265 32,867- Disallowed expenditure onFCCB interest 169,744 164,620- Others 9,863 (137,760)Actual tax expense net 245,366 350,041

Particulars June 30, 2008

Deferred income tax assets -Non current

Net operating loss ofRolta International Inc. 68,626 63,306

Other financial assets 59,168 -

Employee Benefits 59,112 34,504

186,906 97,810

Deferred income tax liabilities -Non current

Intangible Assets 18,629 -

Difference in depreciation onProperty, plant and equipment 450,300 491,841

468,929 491,841

Net deferred income tax liability 282,023 394,031

June 30, 2009

114

NOTE R - OTHER INCOME

NOTE S - MATERIALS CONSUMED

NOTE T - EMPLOYEE COSTS

NOTE U - JOINTLY CONTROLLED ENTITIES

NOTE V - EMPLOYEE POST- RETIREMENT BENEFITS

Other income comprises the following:

Materials consumed for the year comprise the following:

Employee costs comprise the following:

Shaw Rolta Limited is the only jointly controlled entity within theGroup. Its financial statements have been incorporated intoRolta's consolidated financial statements using proportionateconsolidation. The aggregate amounts relating to Shaw RoltaLimited that have been included in the consolidated financialstatements are as follows:

The following are the employee benefit plans applicable to theemployees of the Group.

a) Gratuity benefit plan

In accordance with applicable Indian laws, the Companyprovides for gratuity, a defined benefit retirement plan ("theGratuity Plan") covering eligible employees. The Gratuity Planprovides for a lump sum payment to vested employees onretirement, death, incapacitation or termination of employmentof amounts that are based on salary and tenure of employment.Liabilities with regard to the Gratuity Plan are determined byactuarial valuation.

The following table sets out the funded status of the Gratuity Planand the amounts recognized in the Group's consolidated financialstatements:

Net gratuity cost for the year ended includes the followingcomponents:

The movement of the net liability can be reconciled as follows:

For determination of the liability, the following actuarialassumptions were used:

Particulars Year endedJune 30, 2008

Interest income 145,680 211,549Dividend income 91,080 167,584Gain on sale of available forsale investments 4,465 25,330Exchange gain/(loss) (601,221) (298,908)Profit on repurchase of FCCB 482,266 -Others 53,756 113,657Total 176,026 219,212

Year endedJune 30, 2009

Particulars Year endedJune 30, 2008

Opening stock 214,187 206,420Purchases 1,858,278 2,568,111Less: Closing stock (104,524) (214,187)Total 1,967,941 2,560,344

Year endedJune 30, 2009

Particulars Year endedJune 30, 2008

Salaries, wages and bonus 5,112,237 3,080,346Share based payments 18,433 96,695Contribution to providentand other funds 164,447 121,639Welfare expenses 28,119 28,138Total 5,323,236 3,326,818

Year endedJune 30, 2009

Particulars June 30, 2008

Non-current assets 1,557 2,080Current assets 219,169 169,714Non-current liabilities - -Current liabilities 60,443 54,663Income 495,629 349,568Expenses 341,107 274,479

June 30, 2009

Particulars June 30, 2008

Current service cost 8,219 5,619Interest cost 3,022 2,412Net actuarial (gain) lossrecognised in the year 6,094 4,988Expenses recognised in theincome statement 17,335 13,019

June 30, 2009

Particulars June 30, 2008

Movements in the liability recognizedOpening net liability 37,776 30,149Expense as above 17,335 13,019Contribution paid (4,888) (5,392)Closing net liability 50,223 37,776

June 30, 2009

Particulars June 30, 2008

Change in Benefit Obligation

37,776 30,149

50,223 37,776Liability recognized

Liability recognized in balance sheet 50,223 37,776

Present Benefit Obligation ('PBO')at the beginning of the yearInterest cost 3,022 2,412Service cost 8,219 5,619Benefits paid (4,888) (5,392)Actuarial (gain) loss on obligations 6,094 4,988PBO at the end of the year

Present value of obligation 50,223 37,776Fair value of plan assets - -

June 30, 2009

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

Particulars June 30, 2008

Discount rate 8.00% 8.00%Rate of increase in compensation levels 5.00% 5.00%

Currentservicecostandinterestcostare includedinemployeecosts.

June 30, 2009

115

The development of Group's defined benefit scheme relating togratuity may also be summarised as follows:

Apart from being covered under the Gratuity Plan described earlier,employeesoftheIndiancompaniesparticipateinaprovidentfundplan;adefined contribution plan. The Company makes annual contributionsbased on a specified percentage of salary of each covered employee to agovernment recognized provident fund. The Company does not haveany further obligation to the provident fund plan beyond making suchcontributions. Upon retirement or separation an employee becomesentitledforthislumpsumbenefit,whichispaiddirectlytotheconcernedemployee by the fund. The Company contributed approximately Rs49,030 thousand(2008:Rs51,922 thousand) to theprovident fundplanduringtheyearendedJune302009.

The Company permits encashment of leave accumulated by theiremployees on retirement, separation and during the course ofservice. The liability for encashment of privilege leave isdetermined and provided on the basis of actuarial valuationperformed by an independent actuary at balance sheet date.

The following table sets out the status of the Compensatedabsence plan of Rolta and the corresponding amounts recognizedin the Group's consolidated financial statements:

Net compensated absence cost for the years ended included thefollowing components:

b) Provident fund benefit plan

c) Compensated absence plan (defined benefit plan)

The actuarial assumptions used in accounting for theCompensated absence plan were as follows:

Currentservicecostandinterestcostare includedinemployeecosts.

The development of Group's defined benefit scheme relating tocompensated absences may also be summarised as follows:

On December 31, 2003, the Company granted 911,500 stockoptions at an exercise price of Rs. 111.35, which was the closingmarket price on the date of the grant of Options. 25% of theoptions granted under the scheme have been vested on December30, 2005, 25% have been vested on December 30, 2006, 25%have been vested on December 30, 2007 and the balance 25%shall vest on December 30, 2008. Vested options shall beexercised up to a period of one year from the date of vesting failingwhich vested options shall lapse. One option, if exercised, isconvertible into one-equity share.

On April 24, 2006, the Company granted further 852,500 stockoptions out of additional 1,500,000 options made available forgrant to eligible employees under the Employee Stock OptionsPlan (ESOP). These options were grated at an exercise price ofRs. 252.30, which was the closing market price on the date of thegrant of Options. 50% of the options granted under the schemehave vested on April 24, 2008, 25% shall vest on April 24, 2009and the balance 25% shall vest on April 24, 2011. Vested optionsshall be exercised up to a period of one year from the date ofvesting failing which vested options shall lapse. One option ifexercised is convertible into one-equity share.

On April 24, 2007, the Company granted further 647,500 stockoptions out of the balance stock options available under theEmployee Stock Options Plan (ESOP) 2006 and 780,000 options,under the Employee Stock Options Plan (ESOP) 2007. TheseOptions were granted at an exercise price of Rs. 419.70, whichwas the closing market price on the date of the grant of options.50% of the options granted under the Scheme shall vest on

ESOP 2003

ESOP 2006

ESOP 2007

NOTE W - SHARE BASED EMPLOYEE REMUNERATION

Particulars Definedbenefit

obligation on planliabilities

Experienceadjustments

2005 28,626 7652006 32,455 (1,492)2007 30,149 3,5832008 37,776 4,9882009 50,223 6,094

Particulars Definedbenefit

obligation on planliabilities

Experienceadjustments

2005 14,938 2,1112006 18,917 6,5092007 27,463 14,5302008 63,736 40,8792009 92,178 16,741

Particulars

Change in Benefit Obligation

June 30, 2008

PBO at the beginning of the year 63,736 27,463Interest cost 5,099 2,197Service cost 25,452 6,060Benefits paid (18,850) (12,863)Actuarial (gain) loss on obligations 16,741 40,879PBO at the end of the year 92,178 63,736

June 30, 2009

Particulars June 30, 2008

Current service cost 25,452 6,060Interest cost 5,099 2,197Net actuarial (gain) lossrecognised in the year 16,741 40,879Expenses recognised in theincome statement 47,292 49,136

June 30, 2009

Particulars June 30, 2008

Discount rate 8.00% 8.00%Rate of increase incompensation levels 5.00% 5.00%

June 30, 2009

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

116

April 24, 2009, 25% shall vest on April 24, 2010 and the balance25% shall vest on April 24, 2011. Vested options shall be exercisedup to a period of three years from the date of vesting failing whichvested options shall lapse. One option if exercised is convertibleinto one-equity share.

On July 23, 2007, 125,000 stock options were granted out ofESOP Plan 2007 at an exercise price of Rs.481.45, which was theclosing market price on the date of grant of options. The first 50%of these options shall become available for exercise onJuly 23, 2009. On January 31, 2008, the Company granted further125,000 stock options out of the balance and lapsed stock optionsavailable under the Employee Stock Options Plan 2007 (ESOP2007). 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 first 50% of these options shall becomeavailable for exercise on January 31, 2010 and one Option ifexercised is convertible into one-equity share.

On 30th April 2008, the Company further granted additional300,000 stock options out of the balance and lapsed stock optionsavailable under the Employee Stock Options Plan 2007 (ESOP2007). These options were granted at an exercise price ofRs. 339.35, which was the closing price as on the date of the grantof Options. The first 50% of these options shall become availablefor exercise on April 30, 2010

On June 27, 2008, the Company granted 1,455,500 stock optionsout of the balance and lapsed stock options available under theEmployee Stock Options Plan 2007 (ESOP - 2007) and EmployeeStock Options Plan 2008 (ESOP 2008). These options weregranted at an exercise price of Rs. 261.75, which was the closingprice as on the date of the grant of the options.

Further on November 3, 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 ofthe options. The first 50% of these options shall become availablefor exercise on November 3, 2010 and one option if exercised isconvertible into one-equity share.

The aggregate share options and weighted average exercise priceunder all the above mentioned plans are as follows for thereporting periods presented:

* All figures have been accordingly adjusted for the 1:1 bonus issuein previous year.

.

,

ESOP 2008

All share based employee remuneration would be settled inequity. The group has no legal or constructive obligation torepurchase or settle the options.

The fair values of options granted are determined using the Black-Scholesvaluationmodel. Significant inputs into thecalculationare:

*Prices have been accordingly adjusted for the 1:1 bonus issue inthe previous year.

The underlying expected volatility was determined by referenceto historical data, adjusted for unusual share price movements. Nospecial features inherent to the options granted were incorporatedinto measurement of fair value.

In total, Rs 18,433 thousands of employee remuneration expensehas been included in the consolidated income statement for 2009(2008: Rs. 96,695 thousands) which gave rise to additional paid-incapital. No liabilities were recognized due to share-basedpayment transactions.

RelatedpartieswithwhomtheGrouphastransactedduringtheyearNOTE X - RELATED PARTY TRANSACTIONS

Key Management Personnel

Mr. K K Singh Chairman & Managing DirectorMr. A D Tayal Jt. Managing DirectorDr. Aditya Singh Jt. Managing DirectorMr. A. P Singh Jt. Managing DirectorMr. Hiranya Ashar Director Finance & Chief Financial OfficerMrs.Preetha Pulsani Jt. Managing Director (upto 17.12.2008)Mr. Ben Eazzetta Director & President International Operations

Associates

The Shaw Group Inc. Joint Venture partner in Shaw Rolta Ltd.

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 & FinanceCorporation Ltd Company controlled by Mr. K K SinghRolta Infotech Hongkong 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

Rs. Rs.Outstanding at July 1 6,203,900 208.16 5,166,854 161.60

Granted 120,000 191.70 2,130,500 268.47

Forfeited - -

Exercised (109,064) 75.35 (660,534) 96.03

Expired (1,229,372) 219.49 (432,920) 120.38

Outstanding as at June 30 4,985,464 207.86 6,203,900 208.16

2009 2008Number* Price* Number* Price*

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

Weighted average share price* (Rs.) 55.675 - 339.35Exercise price* (Rs.) 55.675 - 339.35Weighted average volatility rate 44% - 59%Dividend pay outs 35% - 40%Risk free rate 6.50% - 8.00%Average remaining life 1- 54 months

117

Summary of transactions with related parties during the year

The directors are covered under the Group's gratuity policy alongwith other employees of the Group. Proportionate amount ofgratuity is not included in the aforementioned disclosures as itcannot be separately ascertained.

The basic earnings per share for the year ended June 30, 2009 andJune 30, 2008 have been calculated using the net resultsattributable to shareholders of Rolta as the numerator.

Calculation of basic and diluted EPS is as follows:

The effect of conversion option of FCCBs is anti dilutive in nature

A summary of the contingencies existing as at year ended is asfollows:

NOTE Y - EARNINGS PER SHARE

NOTE Z - COMMITMENTS AND CONTINGENCIES

Particulars June 30, 2008

Profit attributable to shareholdersof Rolta, for basic and dilutive 1,899,030 1,759,246

Weighted average number ofshares outstanding during the yearfor Basic 160,958,594 160,410,264

Effect of dilutive potentialordinary shares:

Employee stock Options 392,486 2,117,233

Weighted average number ofshares outstanding during theyear for dilutive 161,351,080 162,527,498

Basic EPS, in Rs. 11.80 10.97

Diluted earnings per share, in Rs. 11.77 10.82

June 30, 2009

Particulars June 30, 2008

B/G & B/D given by Bankers(including counter guaranteesissued by them) 1,109,414 723,740Letters of Credit issued by Bankers 47,817 46,288Guarantee given to third partyfor Office rentals 582 1,211Contingent Liabilities notprovided for: Income Tax Demandfor Assessment Year. 2005-2006(Paid under protestRs.1,358 thousand) 2,716 2,716Estimated amount of contractsremaining to be executed oncapital account and not providedfor (net of advances) - 153,752

June 30, 2009

Particulars June 30, 2008

Segment Revenue

Net revenue from operations 13,728,129 10,722,144Segment results before tax,interest & depreciation

TOTAL 4,483,675 3,722,497

Total Profit before tax 2,137,014 2,100,148

Geospatial / GIS 6,195,497 5,305,524Engineering Design 3,915,312 3,477,003Enterprise Information &Communication Technology 3,617,320 1,939,617Less: Inter segment revenue - -

Geospatial / GIS 2,469,437 1,947,038Engineering Design 1,487,309 1,357,705Enterprise Information &Communication Technology 526,929 417,754

Add : Other Income (not allocable) 217,611 219,212Less: Interest (not allocable) 625,231 500,055Less: Depreciation (not allocable) 1,939,041 1,341,506

June 30, 2009

June 30, 2008

Segment assets

Total 26,600,664 22,223,586Segment liabilities

Total 12,408,154 9,446,556Capital expenditure

Total 6,636,237 3,270,238

Unallocated 26,600,664 22,223,586

Unallocated 12,408,154 9,446,556

Unallocated 6,636,237 3,270,238

June 30, 2009

NOTE AA - SEGMENT REPORTINGBusiness segments

Segment Assets and Liabilities

Nature of Transaction Year endedJune 30, 2008

Transactions with key management personnel

Transactions with Associates

Remuneration 201,837 209,630Amount payable at the year end 125,771 156,578Share based payments - 47,146Transactions with enterprises over which

significant influence exercised by key

management personnel/ directors.Rent/ business centre fees paid 73,484 22,420Technical fees paid 181,862 61,307Professional fees paid 26,009 17,352Security deposit given 250,000 -Reimbursements paid 170,000 -Amount payable at the year end 7,381 12,326Amount receivable at the year end 446 2,565

Sale of goods/ services 431,934 308,886Reimbursements paid 61,394 11,542Amount receivable 78,957 22,561Amount payable 13,686 -

Year endedJune 30, 2009

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

118

The Group does not track most assets and liabilities by businesssegment, as these are invariably used for all business segments.The Group's buildings and IT infrastructure are its principal non-current assets, and these are used for all the segments dependingon the requirements for that period. The only assets which arespecifically tracked are the receivables relating to these businesssegments. In view of this, management believes that it is currentlynot practicable to provide segment disclosures relating to totalassets and liabilities

Geospatial/GIS Segment

Under this segment the company provides Geo Spatial services forAsset management and Facilities Management and GeographicInformation Systems (GIS). The solutions offered by the companyprovide advanced capabilities in applications such as mapping,surveying, image processingdigitalphotogrammetry etc.

Engineering DesignUnder this segment the company provides design automationtools and engineering services for Plant Design Automation andMechanical Design Automation.

Enterprise Information & Communication TechnologyThe company offers end to-end eSecurity services and solutions.Rolta offers networking infrastructure services using sophisticatedsoftware such as CA-Unicenter TNG.

Trade receivables comprise amounts receivable from therendering of services and implementation of IT solutions. Othercurrent assets include unbilled income, prepayments, accruedinterest and deposits and advances receivable in cash and kind.The directors consider that the carrying amount of trade andother receivables approximates their fair value.Bank balances and cash comprise cash and short-term depositsheld by the group treasury function. The carrying amount ofthese assets approximates their fair value.The investments in short term included investment in dailydividend plan of reputed mutual funds, where the carrying valuerepresents fair value. The fair values of these securities are basedon quoted market prices.Long term investments represent investments in listed equitysecurities which present the Group with opportunity for returnthrough dividend income and trading gains. The fair values ofthese securities are based on quoted market prices.

GivenbelowisthesummaryoffinancialassetsascategorisedinIAS39:

Geographical segments - segment revenue

Description of business segments

NOTE BB -OTHER FINANCIAL ASSETS

NOTE CC - OTHER FINANCIAL LIABILITIES

NOTE DD-RISKMANAGEMENTOBJECTIVESANDPOLICIES

Trade and other payables principally comprise amountsoutstanding for trade purchases and ongoing costs.

The directors consider that the carrying amount of trade payablesapproximates to their fair value.

Given below is the summary of financial liabilities as categorisedin IAS 39:

The Group is exposed to a variety of financial risks which resultsfrom the Group's operating and investing activities. The Group'srisk management is coordinated its parent company, in close co-operation with the board of directors and the core managementteam of the subsidiaries, and focuses on actively securing theGroup's short to medium term cash flows by minimising theexposure to financial markets.

The Group does not actively engage in the trading of financialassets for speculative purposes nor does it write options.

Financial assets that potentially subject the Group toconcentrations of credit risk consist principally of cashequivalents, accounts receivables, other receivables, investmentsecurities and deposits. By their nature, all such financialinstruments involve risk including the credit risk of non-performance by counter parties.

The Group's cash equivalents and deposits are invested withbanks, whereas investment securities represent investments inliquid debt funds traded actively on various stock exchanges.

The Group's trade and other receivables are actively monitored toreview credit worthiness of the customers to whom credit terms aregrantedandalsoavoid significant concentrationsof credit risks.

The Group's interest-rate risk arises from long-term borrowings.Borrowings obtained at variable rates expose the Group to cashflow interest-rate risk. Borrowings issued at fixed rates expose theGroup to fair value interest-rate risk.

The overseas entities of the Group operate in different countries.The functional currency of such entities is the currency being usedin that particular country. The bulk of contributions to theGroup's assets, liabilities, income and expenses in foreigncurrency are denominated in US Dollar and Pound Sterling.Apart, from these two currencies, foreign currency transactionsare entered into by entities in Euro, Saudi Riyal, Canadian Dollar,Australian Dollar and UAE Dirhams as applicable in the country

Foreign Currency sensitivity

Particulars June 30, 2008

Non current liabilities

Current liabilities

Borrowings: -Financial liabilities at amortised cost 9,833,050 6,775,217

Borrowings:Financial liabilities at amortised cost - -Financial liabilities at fair valuethrough profit and loss account 8,862 -Trade payables:Financial liabilities at amortised cost 586,174 470,231

June 30, 2009

Particulars June 30, 2008

Available for sale - -Held to maturity - -

Available for sale 354,171 2,822,852Loans and receivables 7,414,542 7,747,307

Non current assets

Current assets

June 30, 2009

Geographical segments June 30, 2008

Total 13,728,129 10,722,144

India 7,557,289 5,927,896Americas 4,342,423 2,446,879Europe / Middle East 1,828,417 2,347,369

June 30, 2009

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

119

in which the particular entity operates. However, the size of theseentities relative to the total Group and, the volume of transactionsin such currencies are not material.

Thus, the foreign currency sensitivity analysis has been performedonly in relation to US Dollar (USD) and Pound Sterling (GBP).

US Dollar conversion rate was Rs. 42.85 at the beginning of the yearand scaled to a high of Rs. 52.06 and to low of Rs. 41.89. The closingrate is Rs. 47.87. Considering the volatility in direction ofstrengthening dollar upto 10%, the sensitivity analysis has beendisclosed at 10% movements on strengthening and weakening effectforpresentingcomparablemovementduetocurrencyfluctuations.

Foreign currency denominated financial assets and liabilities,translated into USD at the closing rate, are as follows.

If the INR had strengthened against the US Dollar by 10% (2008:5%) then this would have had the following impact:

If the INR had weakened against the US Dollar by 10% (2008:5%) then this would have had the following impact:

Pound conversion rate was Rs. 85.50 at the beginning of the year andscaled to a high of Rs. 86.53 and to low of Rs. 67.61. The closing rate isRs. 72.86. Considering the volatility in direction of strengtheningdollar upto 10%, the sensitivity analysis has been disclosed at 10%movements on strengthening and weakening effect for presentingcomparablemovementduetocurrencyfluctuations.

Foreign currency denominated financial assets and liabilities,translated into GBP at the closing rate, are as follows.

If the INR had strengthened against the GBP by 10% (2008: 5%)then this would have had the following impact:

If the INR had weakened against the GBP by 10% (2008: 5%) thenthis would have had the following impact:

The Group's policy is to minimise interest rate cash flow riskexposures on long-term borrowing. The Group, on June 28, 2007issued 'Zero coupon convertible bonds due 2012' (the “Bonds”). Thebonds are convertible at any time on and after August 8, 2007 and upto the close of business on June 22, 2012 by the holders of the Bonds(the “Bondholders”) into newly issued, ordinary shares of Rs.10 eachof the Group (the “Shares”) at the option of the Bondholder, at aninitial conversion price of Rs.737.40 per share with a fixed rate ofexchangeonconversionofRs.40.75 toUSD1.00.

Unless previously converted, redeemed or purchased andcancelled, the Bonds will be redeemed in US dollars on 29 June2012 at 139.391 per cent of their principal amount.

Since, there is no interest rate cash outflow associated with theBonds; an interest rate sensitivity analysis has not been performed.

The Company has also borrowed USD 53 million. In case ofLIBOR / Benchmark prime lending rate (BPLR) increases by 150basis points then such increase shall have the following impact:

In case of LIBOR / Benchmark prime lending rate (BPLR) decreases by150basispointsthensuchdecreaseshallhavethefollowingimpact:

Thebankdeposits areplacedonfixedrateof interestofapproximately11%. AS the the interest rate does not vary unless such deposits arewithdrawnandrenewed,sensitivityanalysis isnotperformed.

The Group's exposure to credit risk is limited to the carryingamount of financial assets recognised at the balance sheet date, assummarised below:

Interest rate sensitivity

Credit risk analysis

Nominal amounts

Short term exposure

Net short term exposure 4,643 222,256 7,335 314,294Long term exposure

Net Long term exposure 69,832 3,342,838 51,6522,213,236

June 30,2008

USD INR USD INR

Financial assets 16,561 792,794 39,786 1,704,821Financial liabilities 11,918 570,538 32,451 1,390,527

Financial assets 74,832 3,582,188 51,652 2,213,236Financial liabilities 5,000 239,350 - -

June 30,2009

June 30,2008

USD USDNet results for the year 998 260Equity - -

June 30,2009

June 30,2008

USD USDNet results for the year (817) (235)Equity - -

June 30,2009

Nominal amounts

Net short term exposure (4,611) (335,964) (3,639) (289,706)Long term exposure

Net Long term exposure (1,487) (108,315) 62 4,957

June 30,2008

GBP INR GBP INRShort term exposureFinancial assets 3,021 220,112 2,823 224,722Financial liabilities 7,632 556,076 6,462 514,428

Financial assets 48 3,512 62 4,957Financial liabilities 1,535 111,827 - -

June 30,2009

June 30,2008Cash & cash equivalents 1,324,661 2,519,632Highly liquid investments 354,171 2,822,853Trade receivables 5,950,948 5,017,796Unbilled revenues 731,599 773,943Deposits and advances recoverablein cash and kind 315,112 56,671Other receivables 6,421 84,461Total 8,682,912 11,275,356

June 30,2009

June 30,2008GBP GBP

Net results for the year 444 (90)Equity - -

June 30,2009

June 30,2008GBP GBP

Net results for the year (364) 82Equity - -

June 30,2009

June 30,2008Net results for the year 57,150 -Equity - -

June 30,2009

June 30,2008Net results for the year (57,150) -Equity - -

June 30,2009

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

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 dealonlywith creditworthy counterparties.

The Group's management considers that all the above financialassets that are not impaired for each of the reporting dates underreview are of good credit quality, including those that are past due.None of the Group's financial assets are secured by collateral orother credit enhancements.

In respect of trade and other receivables, the Group's exposure toany significant credit risk exposure any single counterparty or anygroups of counterparties having similar characteristics is consideredto be negligible. The credit risk for liquid funds and other short-termfinancial assets is considered negligible, since the counterparties arereputablebanks with highqualityexternal credit ratings.

The Group manages its liquidity needs by carefully monitoringscheduled debt servicing payments for long-term financialliabilities as well as cash-outflows due in day-to-day business.Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis, as well as on the basis of a rolling 30-day projection. Long-term liquidity needs for a 180-day and a360-day lookout period are identified monthly

The Group maintains cash and marketable securities to meet itsliquidity requirements for up to 30-day periods. Funding inregards to long-term liquidity needs is additionally secured by anadequate amount of committed credit facilities and the ability tosell long-term financial assets.

As at 30 June 2009, the Group's liabilities have contractualmaturities which are summarised below:

The above contractual maturities reflect the gross cash out flows,not discounted at the current values thereby these values will differto thecarryingvalues of the liabilities at the balance sheetdate.

Liquidity risk analysis

NOTE EE - CAPITAL MANAGEMENT POLICIES ANDPROCEDURES

NOTE FF - POST REPORTING EVENTS

NOTEGG-AUTHORISATIONOFFINANCIALSTATEMENTS

The Group's capital management objectives are:

toensuretheGroup'sabilitytocontinueasagoingconcern;and

to provide an adequate return to shareholders.

bypricingproductsandservicescommensuratelywiththelevelofrisk.

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 thereporting periods 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 thanits subordinated loan. The Group manages the capital structureand makes adjustments to it in the light of changes in economicconditions and the risk characteristics of the underlying assets. Inorder to maintain or adjust the capital structure, the Group mayadjust the amount of dividends paid to shareholders, return capitalto shareholders, issue new shares, or sell assets to reduce debt.

No adjusting or significant non-adjusting events have occurredbetween the reporting date and the date of authorisation.

The consolidated financial statements for the year ended 30 June2009 (including comparatives) were approved by the board ofdirectors on August 3, 2009

�

�

Current Non Current

Within 6 months 6 to 12months 1to 5 years More than

5 years

Trade payable 586,174 470,232 - - - - - -Other short termliabilities. 1,092,991 1,544,068 - - - - - -Employee benefitobligations - - - - 142,401 101,512 - -Liability of financialinstrument. - - - - 1,947,826 8,959,231 1,589,284 -

2009 2008 2009 2008 2009 2008 2009 2008

June 30,2008

Total equity 14,192,512 12,777,030

Add Subordinated loan 6,023,081 6,775,217

Less Cash & cash equivalents (1,324,661) (2,519,632)

Total equity 14,192,512 12,777,030

Add Borrowings 3,809,969 -

Capital 18,890,932 17,032,615

Overall financing 18,002,481 12,777,030

Capital to overall financing ratio 1.05:1 1.33:1

June 30, 2009

For and on behalf of Board of Directors

Mumbai,Date: August 03, 2009

K K Singh R.R.Kumar K.R.Modi

Hiranya Ashar Dharmesh Desai

Chairman & Managing Director Director Director

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

Jt. Managing DirectorAtul D. Tayal

Notes to Consolidated Financial StatementsPrepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)

120

121

Auditors Report on the Abridged Accounts

Auditors' ReportToThe Members ofROLTA INDIA LIMITED

and is covered by our report of even date to the members of theCompany which report is attached.

We have examined the attached abridged Balance Sheet of RoltaIndia Limited (the Company) as at June 30,2009 and related abridgedProfit and Loss Account for the year ended on that date annexedthereto and the abridged Cash Flow Statement for the year ended onthe date ,together with the significant accounting policies and notesthereon. These abridged financial statements have been prepared bythe Company pursuant to Rule 7A of the Companies (CentralGovernment's) General Rules and Forms 1956 and are based on theaudited accounts of the Company for the year ended June 30,2009prepared in accordance with Schedule VI of the Companies Act,1956

ToThe Members ofROLTA INDIA LIMITED

ForChartered Accountants,

PARTNERMembership No.104180

Place: MumbaiDate:

KHANDELWAL JAIN & CO.

(SHIVRATAN AGARWAL)

August 03, 2009

ForChartered Accountants,

PARTNERMembership No.104180

Place: MumbaiDate:

KHANDELWAL JAIN & CO.

(SHIVRATAN AGARWAL)

August 03, 2009

1. We have audited the attached Balance Sheet of ROLTA INDIALIMITED, as at 30th June, 2009, the Profit and Loss Account andalso the Cash Flow Statement for the year ended on that dateannexed thereto. These financial statements are the responsibilityof the Company's management. Our responsibility is to express anopinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standardsgenerally accepted in India. Those Standards require that we planand perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement.An audit includes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements. An auditalso includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluatingthe overall financial statement presentation. We believe that ouraudit provides a reasonable basis for our opinion.

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, and on the basisof such checks as considered appropriate and according to theinformation and explanations given to us during the course ofaudit, we enclose in the Annexure a statement on the mattersspecified in paragraphs 4 and 5 of the said Order, to the extentapplicable to the Company.

4. Further to our comments in the Annexure referred to in paragraph3 above we report that:-(a)We have obtained all the information and explanations, which

to the best of our knowledge and belief were necessary for thepurposes of our audit;

(b)In our opinion, proper books of account as required by law havebeen kept by the Company so far as appears from ourexamination of those books;

(c)The Balance Sheet, Profit and Loss Account and Cash FlowStatement dealt with by this report are in agreement with thebooks of account;

(d)In our opinion, the Balance Sheet, Profit and Loss Account andCash Flow Statement dealt with by this report comply with theAccounting Standards referred to in sub-section (3C) of section211 of the Companies Act, 1956;

(e)On the basis of written representations received from thedirectors, as on 30th June, 2009 and taken on record by theBoard of Directors, we report that none of the directors isdisqualified as on 30th June, 2009 from being appointed as adirector in terms of clause (g) of sub-section (1) of section 274of the Companies Act, 1956;

5. In our opinion and to the best of our information and according tothe explanations given to us, the said accounts, read together withthe Significant Accounting Policies and other notes appearing inSchedule 'R' give the information required by the Companies Act,1956, in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted inIndia:-(i) in the case of Balance Sheet, of the state of affairs of the

Company as at 30th June, 2009;(ii)in the case of the Profit and Loss Account, of the Profit of the

Company for the year ended on that date; and(iii)in case of the Cash Flow Statement, of the cash flows for the

year ended on that date.

122

Annexure to Auditors' Report

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 2009

(i) (a) The Company has maintained proper records showing fullparticulars, including quantitative details and situation of fixedassets

(b) The fixed assets have been physically verified by the managementat reasonable intervals and no material discrepancies were noticedon such verification.

(c) During the year, the Company has not disposed of any substantialpart of the Fixed Assets.

(ii) (a) The inventory has been physically verified during the year by themanagement. In our opinion, the frequency of verification isreasonable.

(b) The procedures of physical verification of inventories followed bythe management are reasonable and adequate in relation to the sizeof the company and the nature of its business.

(c) The Company is maintaining proper records of inventory. Thediscrepancies noticed on verification between the physical stocksand the book records were not material in relation to the operationof the company and the nature of its business.

(iii) (a) The Company has granted loans to its 4 wholly owned subsidiaries.The maximum amount involved during the year was Rs.18862.48lacs and the year-end balance of loans granted to such parties wasRs.3083.96 lacs.

(b) In our opinion and according to the information and explanationsgiven to us, the rate of interest and other terms and conditions arenot prima facie prejudicial to the interest of the company.

(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 is repayableon demand and therefore the question of overdue amount does notarise.

(e) The Company has not taken loan from any company covered in theregister maintained under section 301 of the Companies Act, 1956.Hence provisions of clause 4 (iii) (f), (g) are not applicable to thecompany

(iv) In our opinion and according to the information and explanations givento us, there exist an adequate internal control system commensurate withthe size of the company and the nature of its business with regard topurchases of inventory, fixed assets and with regard to the sale of goodsand services. During the course of our audit, we have not observed anycontinuing failure to correct major weaknesses in internal control systemof the Company.

(v) (a) According to the information and explanations given to us, we areof the opinion that the particulars of all contracts or arrangementsthat need to be entered into the register maintained under section301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanationsgiven to us, the transactions made in pursuance of contracts orarrangements entered in the register maintained under section 301of the Companies Act, 1956 and exceeding the value of rupees fivelakhs in respect of any party during the year have been made atprices which are reasonable having regard to prevailing marketprices 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 system commensuratewith 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 for theproducts of the Company.

except in case of furniture and fixtures and electrical installation for whichquantitative records with item wise break-up of value is not available.

(ix) (a) The Company is generally regular in depositing with appropriateauthorities undisputed statutory dues including provident fund,investor education protection fund, employees' state insurance,income tax, sales tax, wealth tax, service tax, custom duty, exciseduty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, noundisputed amounts payable in respect of income tax, wealth tax,service tax, sales tax, customs duty, excise duty and cess were inarrears, as at 30th June, 2009 for a period of more than six monthsfrom the date they became payable.

(c) According to the information and explanation given to us, there areno dues of sale tax, customs duty, wealth duty, service tax, exciseduty and cess which have not been deposited on account of anydispute.

(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 preceding financial year.

(xi) In our opinion and according to the information and explanations givento us, the Company has not defaulted in repayment of dues to a financialinstitution, 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 of pledgeof shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi mutual benefitfund/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 explanations givento us, the term loans raised during the year are applied for the purpose forwhich 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 report thatno 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 301 ofthe 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 the yearcovered by our audit.

(xxi) As per the Information and explanation given to us, during the year thecompany has provided Rs. 20,378,430/- as doubtful debts for themisappropriation of receipts by an employee in collusion with other parties. TheCompany has taken necessary steps including lodging of complaint with appropriateauthorities, termination of employee & also filing of claim under fidelity and otherinsurance cover.

ForChartered Accountants,

PartnerMembership No.104180

Place : MumbaiDate : August 03, 2009

KHANDELWAL JAIN & CO.

(SHIVRATAN AGARWAL)

123

Refer Accounting Policies and Notes Compiled from theAudited Accounts of the Company referred to in our Report dated August 03,2009

For and on behalf of Board of Directors

For

M.No.104180

Mumbai,Date: August 03, 2009 Date: August 03, 2009Mumbai,

Khandelwal Jain & Co.

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

Hiranya Ashar Dharmesh Desai

Chartered Accountants

Partner Chairman & Managing Director Director Director

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

Jt. Managing DirectorAtul D. Tayal

(Amount in Rs.)

Abridged Balance SheetAs at 30th June 2009

(Statement containing salient features of Balance Sheet as per section 219(1)(b)(iv) of the Companies Act, 1956)

30th June 2009 30th June 2008SOURCES OF FUNDS

APPLICATION OF FUNDS

SHAREHOLDERS' FUNDS

LOAN FUNDS

DEFERRED TAX LIABILITYTOTAL 26,394,354,176 20,436,676,737

FIXED ASSETS

INVESTMENTS

FOREIGN CURRENCY MONETARY ITEMTRANSALATION DIFFERENCE ACCOUNT

CURRENT ASSETS, LOANS AND ADVANCES

LESS : CURRENT LIABILITIES AND PROVISIONS

NET CURRENT ASSETSTOTAL 26,394,354,176 20,436,676,737

Share CapitalEquity 1,610,066,150 1,608,975,510Reserves & Surplus

Share premium account 2,577,045,870 2,821,829,199General reserve 1,799,879,674 1,112,719,880Surplus in profit and loss 10,282,265,727 7,496,589,401

Secured Loans 3,537,110,000 -Unsecured Loan 6,109,037,181 6,937,936,091

478,949,574 458,626,656

Net Block (Original cost less depreciation/amortisation) 11,875,938,095 6,259,981,153Capital Work In Progress 2,793,142,947 1,728,401,627

14,669,081,042 7,988,382,780

Investment in subsidiary companies and Jv's -(Unquoted) 4,924,433,089 3,652,111,089Investment in Mutual Fund (Debt Fund) 207,585,945 2,740,796,363

154,319,555 -

(a) Inventories 104,523,579 214,187,306(b) Sundry Debtors 5,865,949,505 4,933,683,392(c) Cash & Bank Balances 1,210,942,109 2,410,765,478(d) Other current assets 175,120,891 152,231,276(e) Loans & Advances

- To Subsidiary companies 308,398,176 275,910,117- To Others 905,487,807 76,525,469

8,570,422,067 8,063,303,038

Current liabilities 1,192,165,874 1,137,361,182Provisions 939,321,648 870,555,351

2,131,487,522 2,007,916,5336,438,934,545 6,055,386,505

As per our report of even date

Rolta India Limited

124

Refer Accounting Policies and Notes Compiled from theAudited Accounts of the Company referred to in our Report dated August 03,2009

For and on behalf of Board of Directors

For

M.No.104180

Mumbai,Date: August 03, 2009 Date: August 03, 2009Mumbai,

Khandelwal Jain & Co.

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

Hiranya Ashar Dharmesh Desai

Chartered Accountants

Partner Chairman & Managing Director Director Director

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

Jt. Managing DirectorAtul D. Tayal

(Statement containing salient features of Profit and Loss Account as per section 219(1)(b)(iv) of the Companies Act, 1956)

Abridged Profit And Loss AccountFor the year Ended 30th June 2009

(Amount in Rs.)

INCOME

EXPENDITURE

Sale of IT Solutions & Services 9,466,910,919 8,509,160,260Other Income

Dividend 123,952,179 174,320,186Interest 127,254,386 159,310,395Exchange Difference Gain/(Loss) 163,957,984 (301,819,081)Profit on buy back of FCCBs 250,230,851 -Others 31,227,417 73,092,925

Material CostOpening stock 214,187,306 202,184,750Material & Subcontracting Cost 1,417,381,000 2,200,327,543Less: Closing Stock (104,523,579) (214,187,306)

Salaries,Wages and other employee benefits 1,828,564,687 1,321,235,053Managerial remuneration 127,455,000 151,050,000Interest 110,953,828 -Depreciation/Amortisation 1,792,396,027 1,353,886,101Auditors remuneration 2,750,000 2,750,000Provision for Bad and Doubtful Debts 22,893,972 -Amortisation of Foreign Exchange Fluctuation 125,216,284 -Other expenses 510,019,248 537,814,131

4,116,239,963 3,059,004,413Less : Provision For Taxation 393,000,000 429,618,765

3,723,239,963 2,629,385,648Add : Balance brought forward from previous year 7,496,589,401 5,694,973,970

Dividend Paid 111,605 90,075Proposed Dividend 483,019,845 482,692,653Income Tax On Proposed / Paid Dividend 82,108,191 82,048,924Transfer to General Reserve 372,323,996 262,938,565

Basic 23.13 16.39Diluted 23.08 16.19(Refer Note No. 18)

TOTAL 10,163,533,736 8,614,064,685

TOTAL 6,047,293,773 5,555,060,272PROFIT BEFORE TAX

PROFIT AFTER TAX

BALANCE AVAILABLE FOR APPROPRIATION 11,219,829,364 8,324,359,619APPROPRIATIONSDIVIDEND ON EQUITY SHARES

BALANCE CARRIED TO BALANCE SHEET 10,282,265,727 7,496,589,401EARNINGS PER SHARE ( equity shares,par value Rs.10 each)

30th June 2009 30th June 2008

As per our report of even date

Rolta India Limited

125

(Amount in Rs.)

30th June 2009

A. CASH FLOW FROM OPERATING ACTIVITIES:

CASH GENERATED FROM OPERATIONS

B. CASH FLOW FROM INVESTING ACTIVITIES

C. CASH FLOW FROM FINANCING ACTIVITIES

Net Profit after tax and extraordinary items 3,723,239,963 2,629,385,648Adjustments for :Depreciation 1,792,396,027 1,353,886,101Interest Expenses 110,953,828 -Interest income (net) (127,254,386) (159,310,395)Dividend Income (123,952,179) (174,320,186)Provision For Tax 393,000,000 429,618,765Profit on Sale of Investment (net) (4,464,693) (25,330,425)Profit On Repurchase Of FCCB (250,230,851) -Profit/Loss on Sale of fixed assets(net) 2,641,469 4,342,154Provision for Bad & Doubtful Debts 22,893,972 -Amortisation of foreign exchange fluctuation 125,216,284 -Exchange difference adjustment(net) 87,864,804 205,830,184

2,029,064,275 1,634,716,199OPERATING PROFIT BEFORE WORKING 5,752,304,238 4,264,101,847CAPITAL CHANGESAdjustments for :Trade and other receivables (1,867,032,395) (1,105,142,935)Inventories 109,663,727 (12,002,556)Trade payables 91,420,986 510,943,265

(1,665,947,682) (606,202,225)4,086,356,556 3,657,899,621

Taxes paid (net of refunds) (340,144,458) (258,692,192)(340,144,458) (258,692,192)3,746,212,098 3,399,207,429

Purchase of fixed assets (including CWIP) (7,569,019,249) (3,416,203,355)Purchase of Intangible Assets (163,272,113) -Sale of fixed assets 2,710,054 8,348,701Sale/Purchase of Investments (net) 2,537,675,111 (1,787,004,937)Loans & Advances To Subsidiaries (32,488,060) 246,008,888Investments in Subsidiary Companies (1,272,322,000) (2,168,138,976)Interest received (net) 137,043,338 29,670,990Dividend Received from Mutual Funds 83,952,179 164,320,186Dividend Received from Joint Venture 40,000,000 10,000,000NET CASH USED IN INVESTING ACTIVITIES (6,235,720,740) (6,912,998,503)

Proceeds from Secured Loan 3,537,110,000 -Dividend and Dividend Tax paid (569,223,142) (471,155,095)Buy Back of FCCB's (1,583,668,849) -Interest paid (102,750,838) -Proceeds from issue of ESOPs (include Share Premium) 8,218,102 63,430,693Bond Issue Expenses - (14,835,753)NET CASH FROM FINANCE ACTIVITIES 1,289,685,273 (422,560,155)NET INCREASE IN CASH & CASH EQUIVALENTS (1,199,823,369) (3,936,351,230)CASH & CASH EQUIVALENTS(OPENING BALANCE) 2,410,765,478 6,347,116,708CASH & CASH EQUIVALENTS(CLOSING BALANCE) 1,210,942,109 2,410,765,478

NET CASH FROM OPERATING ACTIVITIES

30th June 2008

Abridged Cash Flow StatementFor the year Ended 30th June 2009

Figures for the previous years have been regrouped/re-cast wherever necessary.

Mumbai,

For and on behalf of Board of DirectorsAs per our report of even date

For

M.No.104180

Mumbai,Date: August 03, 2009 Date: August 03, 2009

Khandelwal Jain & Co.

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

Hiranya Ashar Dharmesh Desai

Chartered Accountants

Partner Chairman & Managing Director Director Director

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

Jt. Managing DirectorAtul D. Tayal

Notes to Abridged Balance Sheet As at 30th June 2009and Abridged Profit and Loss Account for the year ended on that date

SIGNIFICANT ACCOUNTING POLICIES AND NOTESTO ACCOUNTS1. SIGNIFICANT ACCOUNTING POLICIES

b. Use of Estimates

c. Revenue Recognition

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

a. Basis of Preparation of Financial StatementsThe financial statements are prepared in accordance withIndianGenerallyAcceptedAccountingPrinciples(“GAAP”)under the historical cost convention on the accrual basis.GAAPcomprisesmandatoryaccountingstandardsissuedbythe Institute of Chartered Accountants of India (“ICAI”), theprovisionsoftheCompaniesAct,1956andguidelines issuedby the Securities and Exchange Board of India (SEBI).Accounting policies have been consistently applied exceptwhereanewlyissuedaccountingstandardisinitiallyadoptedor a revision of an existing accounting standard requires achangeintheaccountingpolicyhithertoinuse.

The preparation of the financial statements inconformity with GAAP requires the management tomake estimates and assumptions that affect thereported balances of assets and liabilities anddisclosures relating to contingent assets and liabilitiesas at the date of the financial statements and reportedamounts of income and expenses during the period.Examples of such estimates include provisions fordoubtful debts, future obligations under employeeretirement benefit plans, income taxes, post-salescustomer support and the useful lives of fixed assets andintangible assets.

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. Income from maintenance contract is recognizedproportionately over the period of the contract.

iii. Dividend on investments held by the Company isaccounted for as and when it is declared.

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 plant andits related equipments.

iii. Depreciation on computer plant and its relatedequipment is provided on the Straight Line Method(SLM) over the economic useful life of assets,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 cost comprisingof direct cost and related incidental expenditure. Theadvances given for acquiring / construction of fixedassets are shownunderCWIP.

vi. IntangiblesIntellectual Property Rights are amortised over aperiod of ten 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-generating unit to which the asset belongs is less thanit's carrying amount, the impairment loss is recognizedby writing down such assets to their recoverableamount. An impairment loss is reversed if there ischange in the recoverable amount and such loss eitherno longer exists or has decreased.

Investments are classified into Current Investment andLong Term Investments.Current Investments are carried at lower of the cost andfair value.Long Term Investments are carried at cost. Provisionfor diminution is made only if, in the opinion of themanagement, such a decline is other than temporary.

Systems, Software, Peripheral and Spares are valued atlowerofcostornetrealisablevalueonfirst infirstoutbasis.Finished products are valued at lower of cost or netrealisable value.

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 thedate of settlement as also on translation ofmonetary items at the end of the year (other thanthose relating to long term foreign currencymonetary items) is recognised as income orexpense, as the case may be.

e. Impairment of Assets

f. Investments

g. Inventories

h. Foreign Currency Transactions

126

Notes to Abridged Balance Sheet As at 30th June 2009and Abridged Profit and Loss Account for the year ended on that date

iv. Exchange differences relating to long term foreigncurrency monetary items, to the extent they areused for financing the acquisition of fixed assets areadded to or subtracted from the cost of such fixedassets and the balance is accumulated in 'ForeignCurrency Monetary Item Translation DifferenceAccount' and amortised over the balance term ofthe long term monetary item or 31st March, 2011whichever is earlier.

v. The premium / discount arising at the inception ofthe contract is amortised as expenses or incomeover 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 and LossAccount of the year in which the related services isrendered.

Provident FundThe Company contributes monthly at a determined rate.These contributions are remitted to the Governmentadministered/ trust established by the Company for thispurpose and is charged to Profit and Loss account onaccrual basis.GratuityThe Company provides for gratuity (a defined benefitretirement plan) to all the eligible employees. The benefitis in the form of lump sum payments to vested employeeson retirement, on death while in employment, ortermination of employment for an equivalent to 15 dayssalary payable for each completed year of service subject toa maximum of Rs. 500,000/- Vesting occurs on completionof five years of service. Liability in respect of gratuity isdetermined using the projected unit credit method withactuarial valuations as on the balance sheet date andgains/losses are recognized immediately in the profit andloss account.Leave EncashmentLiability in respect of leave encashment is determinedusing the projected unit credit method with actuarialvaluations as on the balance sheet date and gains/losses arerecognized immediately in the profit and loss account.

Borrowing costs that are attributable to the acquisition orconstruction of qualifying assets are capitalised as part ofthe cost of such assets. A qualifying asset is one thatnecessarily takes substantial period of time to get ready forintended use. All other borrowing costs are charged torevenue.

i. Employee Benefits1. Short Term Employee Benefits

2. Post Employment Benefits

j. Borrowing Cost

k. Earnings per Share

l. Income Tax

m. Share/Bond Issue Expenses and Premium on Redemptionof Bonds

n. Warranty Cost

o. Prior Period Items

p. Provisions & Contingent Liabilities

q. Leases

r. Other Accounting Policies

2. CONTINGENT LIABILITIES NOT PROVIDED FOR

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 sharesoutstanding during the period.

Income tax comprises of current tax, fringe benefit tax anddeferred tax. Deferred tax assets and liabilities arerecognized for the future tax consequences of timingdifferences, subject to the consideration of prudence.Deferred tax assets and liabilities are measured using thetax rates enacted or substantively enacted by the balancesheet date. The carrying amount of deferred tax asset /liability is reviewed at each balance sheet date.

Share / Bond issue expenses and premium payable onredemption of bonds are written off to Securities PremiumAccount.

The company accrues the estimated cost of warranties atthe time when the revenue is recognised. The accruals arebased on the company's historical experience of materialusage and service delivery cost.

Prior period expenses/income 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 estimate canbe made of the amount of the obligation. A disclosure for acontingent 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, noprovision or disclosure is made.

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

These are consistent with the generally acceptedaccounting practices.

As at30.06.08

i. B/G & B/D given by bankers 17756.53 17237.40(including counter guaranteesissued by them )

ii. Letters of Credit issued by Bankers 478.17 462.88

As at30.06.09

(Rs. in lacs)

127

(Rs. in lacs)

As at30.06.08

Estimated amount of contractsremaining to be executed on Capital NIL 1533.75account and not provided for(net of advances).

As at30.06.09

128

3. CAPITAL COMMITMENTS

4.

5.

6.

7. Income Taxesa.

b.

c.

d.

Interest income is net of interest expenses amounting toRs.579.03 lacs (previous year Rs.494.50 Lacs.)

The outstanding balances as at 30th June, 2009 in respect ofsome of the Sundry Debtors, Creditors, Loans and Advancesand Deposits are subject to confirmation from the respectiveparties and consequential reconciliation / adjustmentsarising there from, if any. The management, however, doesnotexpect anymaterial 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.

In the current financial year, the Company, in addition tothe provision made for the previous year ended 31stMarch, 2009, has estimated the Income Tax provision forthe subsequent three months period ended 30th June,2009, the ultimate liability for which will be determined onthe basis of figures for the previous year ending 31stMarch, 2010.

The Company has calculated its tax liability afterconsidering Minimum Alternative Tax (MAT).The MATliability can be carried forward and setoff against the futuretax liabilities. Accordingly Rs.356.88 lacs is carriedforward and shown under “Provision for Income Tax (net ofadvance tax & credit for MAT)” in the Balance Sheet as on30th June 2009.

Income Tax Provision as at 30th June 2009 includes Rs.209.75 lacs (previous year Rs. Nil) excess provision forearlier year written back, Rs.4180.40 lacs (previous year Rs.Rs.3277.11 lacs) towards Current Income Tax, Rs.8.00lacs (previous year Rs. 8.00 lacs) towards Wealth Tax, Rs.203.23 lacs (previous year Rs. 1126.79 lacs) recognisedand charged to Profit & Loss Account on account ofDeferred Tax, Rs.105.00 lacs (previous year Rs. 118.17lacs) on account of Fringe Benefit Tax and Rs.356.88 lacs(previous year Rs. 233.90 lacs) towards MAT credit.

The break up of Deferred Tax Liability components as at30.06.09 is as under:

10.Out of total 161,006,615 (P. Y. 160,897,551) EquityShares :-

11. .

.

a.

b.

c.

d.

e.

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 ofthe erstwhile Rolta Computer & Industries Pvt. Ltd.,Rolta Leasing & Holdings Ltd., Rolta Investments Pvt.Ltd., Rolta Consultancy Services Pvt. Ltd., persuant toScheme of Amalgamation.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.1,105,968 (P. Y. 996,904) equity shares issued pursuantto Employee Stock Option Plan.16,071,429 (P. Y. 16,071,429) Equity Shares of Rs. 10/-each were issued by way of US $ Equity Issuesrepresented by Global Depository Receipts (GDR), at apriceofUS$5.60perShare (inclusiveofpremium).80,136,523 (P. Y. 80,136,523) Equity Shares, fully paidup have been issued as bonus shares by capitalization ofSecurities Premium.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 the fixed assets of theCompany

a.Managerial remuneration including allbenefits but excluding provision forLeave Encashment & Gratuity (includescommission of Rs.1274.55 lacs(Previous year Rs. 1510.50 lacs)to whole time Directors) 1672.13 1914.49

b. Computation of net profit in accordance with Section 198 of theCompanies Act, 1956, in respect of commission payable to whole timeDirectors:

Profit before tax as per Profit & Loss account 41162.40 30590.04Add: Depreciation as per Accounts 17923.96 13538.86

Managerial Remuneration charged 1672.13 1914.49in the AccountsDirectors Sitting Fees 11.00 10.80Loss On Sale Of Assets 26.41 43.42

Less: Depreciation under Section 350 of 17923.96 13538.86the Companies Act, 1956

Net Profit u/s. 349 42871.94 32558.76Maximum Permissible ManagerialRemuneration (10%) 4287.19 3255.87Commission provided for WholeTime Directors 1274.55 1510.50

Previous Year

2007 - 08

Current Year

2008 - 09

(Rs. in lacs)

(Rs. in lacs)

(Rs. in lacs)9 AUDITORS REMUNERATION:(Net of Service Tax)CurrentYear

Audit fees & Limited Review 18.75 18.75Tax Audit Fees 5.00 5.00Other Matters 3.75 3.75Total 27.50 27.50

Previous Year

Deferred Tax Liabilities / ( Assets ) Previous Year

a. Fixed Assets 5345.09 4931.30

b. Others (555.59) (345.03)

Deferred Tax Liability Net 4789.50 4586.27

Current Year

(Rs. in lacs)

8.Managerial Remuneration

Notes to Abridged Balance Sheet As at 30th June 2009and Abridged Profit and Loss Account for the year ended on that date

129

b.

c.

a.

b.

c.

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

Instalments falling due within one year on above loansRs. Nil

The company on 28th June'2007 issued Zero CouponForeign Currency Bond (FCCB) aggregating to US $150 million at par. The bondholders have an option toconvert these bonds in equity shares at an initialconversion price of Rs.368.70 (as adjusted by 1:1bonus issue) per share at fixed exchange rate (Rs.40.75 =US$ 1.00) between August 08, 2007 and June 22, 2012.The conversion price will be subject to certainadjustment in certain circumstances as detailed in theOffering Circular (OC).

The Bonds can be mandatorily converted into Shares,in whole but not in part, at the option of the Companyon or at any time after 28th, June 2008 but not lessthan seven business days prior to the maturity date atthe conversion price and on the terms and conditionsas defined 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 redeemthe bonds at 139.391 percent of the principal amounton June 29, 2012.

The proceeds from the FCCB issue were utilized for thepurpose for which the bonds were used i.e funding thecapital expenditure, expansion of existing facilities,establishing new units, investment in subsidiarycompanies and for acquisition overseas.

In June 2009, the Company has bought back and cancelled38310 FCCBs of the face value of US$ 1000 each as per theapproval / guidelines of Reserve Bank of India at a discount.Consequent to the buy back the Company has recogniseda net gain of Rs. 2502.31 lacs on the said buyback, which isdisclosed under 'Other Income' and has also reversed bycrediting to Securities Premium Account the premiumpayable on redemption aggregating to Rs. 1303.88 lacsprovided till 30th June,2008.

In line with the notification dated 31st March, 2009issued by The Ministry of Corporate Affairs, amendingAccounting Standard (AS) 11 “The Effects of Changes inForeign Exchange Rates', the Company has chosen toexercise the option inserted in the standard by thenotification.

Accordingly with retrospective effect from 01st July2007 exchange differences on all long term monetaryitems are:(i) to the extent such items are used for financing fixed

assets, added to/subtracted from the cost of thosefixed assets and depreciated over the balance usefullife of the asset.

12.

13.

(ii) in other cases accumulated in the 'Foreign CurrencyMonetary Item Translation difference Account' andamortised over the balance period of such long termmonetary item but not beyond 31st March, 2011.

Arising from the above the Company has:(i) adjusted to the opening General Reserve Rs. 3148.35

lacs (net of depreciation amounting to Rs. 1.99 lacs)which was recognized in the Profit and Loss Accountin previous financial year ended 30th June, 2008.

(ii) added to fixed assets and capital work-in-progressRs.7461.54 lacs (incl. Rs. 2207.49 lacs for the periodup to 30th June 2008) being the exchange differenceson long term monetary items relatable to theacquisitionof fixedassets.

(iii) Charged to the Profit and Loss Account Rs. 1252.16 lacs.

(iv) Carried forward Rs. 1543.19 lacs in the 'ForeignCurrency Monetary Item Translation DifferenceAccount' being the amount remaining to beamortised.

As a result of the above change in Accounting Policy, thenet profit before tax for the year, general reserve, netblock of fixed assets and depreciation are higher by Rs.5536.57 lacs Rs. 3148.35 lacs, Rs. 7143.72 lacs and317.82 lacs respectively.

The disclosure pursuant to The Micro, Small andMedium Enterprise Development Act, 2006, (MSMEDAct) as at 30-6 2009 is as under :

The information has been given in respect of such vendorsto the 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 creditedto Investor Education and Protection Fund.

i. Disclosure relating to Employee Benefits in accordancewith provision of Accounting Standard (AS)-15 (PreviousYear figures are given in brackets)

14.

15.

16.Employee Benefits

(Rs. in lacs)

Particulars

Principal amount due to suppliers under MSMED Act, 2006 NIL

Interest accrued and due to suppliers under MSMED

Act, on the above amount NIL

Payment made to suppliers (other than interest) beyond

the appointed day, during the year NIL

Interest paid to suppliers under MSMED Act,

(Other than Section 16) NIL

Interest paid to suppliers under MSMED Act, (Section 16) NIL

Interest due and payable to suppliers under MSMED Act,

for payments already made NIL

Interest accrued and remaining unpaid at the end of

the year to suppliers under MSMED Act. NIL

Notes to Abridged Balance Sheet As at 30th June 2009and Abridged Profit and Loss Account for the year ended on that date

130

a.

b.

c.

d.

Expenses recognised in the Statement of Profit & Loss A/c.for the year ended 30th June 2009

Net Receipt / Liability Recognised in the Balance Sheet

Recalculation of Opening and Closing Balances of DefinedBenefit Obligation

Actuarial assumption

The Company has instituted various Employee StockOption Plans. The Compensation Committee of theboard evaluates the performance and other criteria ofemployees and approves the grant option. The particularsof options granted 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

17.

ESOP 2003

(ESOP - 2000). These options were granted at anexercise price of Rs. 111.35, which was the closingmarket price on the date of the grant of options. Theseoptions are available for exercise over a period of 4 yearsin the following manner, 25% of the options in each ofthe years following the end of 2nd, 3rd, 4th and 5th yearafter the grant of the options. Out of these options a totalof 457,409 numbers of options were exercised by eligibleemployees. 365,272 numbers of options had lapsed dueto non-exercise of options and cessation of employment.

The options and price are entitled for 1:1 bonus issueadjustment.

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 theEmployee Stock Options Plan 2005 (ESOP - 2005). Theseoptions were granted at an exercise price of Rs. 252.30,which was the closing market price on the date of the grantof options. These options became available for exercise onApril 24, 2008 (50%), April 24, 2009 (25%) and balance25% shall become available for exercise on April 24, 2010.Out of these options a total of 204,338 options wereexercised by eligible employees. Out of the optionsgranted, 204500 numbers of options had lapsed due tocessation of employment.

The options and price are entitled for 1:1 bonus issueadjustment.

On April 24, 2007, the Company granted further1,427,500 stock options out of the balance and lapsedstock options available under the Employee StockOptions Plan 2005 (ESOP - 2005) and Employee StockOptions Plan 2007 (ESOP - 2007). These Options weregranted at an exercise price of Rs. 419.70, which was theclosing market price on the date of the grant of options.The first 50% of these options has become available forexercise on April 24, 2009. Out of the options granted

ESOP 2006

ESOP 2007

2007-2008Number of Price

Outstanding at July 1 162,812 111.35 395,927 111.35Exercised 39,307 111.35 141,155 111.35Lapsed 34,686 – 91,960 --Outstanding as at June 30 88,819 111.35 162,812 111.35

2008-2009Number of Price

Options Options

2007-2008Number of Price

Outstanding at July 1 508,888 252.30 760,000 252.30Exercised 15,225 252.30 189,112 252.30Lapsed 50,000 – 62,000 --Outstanding as at June 30 443,663 252.30 508,888 252.30

2008-2009Number of Price

Options Options

(Rs. in lacs)

ParticularsCurrent Service Cost 82.19 254.51

(56.19) (76.35)Interest Cost 30.22 50.99

(24.12) (35.99)Expected return on plan Asset - -

(-) (-)Net actuarial (gain) loss recognised in the year 60.93 167.41

(49.88) (203.76)Expenses Recognised in the income statement 173.35 472.92

(130.18) (316.11)

Gratuity Leave Encashment

(Rs. in lacs)

ParticularsMovements in the liability recognizedOpening net liability 377.76 637.36

(301.49) (449.88)Expense as above 173.35 472.92

(130.18) (316.11)Contribution paid 48.88 188.50

(53.92) (128.63)Closing net Liability 502.23 921.78

(377.76) (637.36)

Gratuity Leave Encashment

(Rs. in lacs)

ParticularsLiability at the beginning of the period 377.76 637.36

(301.49) (449.88)Interest Cost 30.22 50.99

(24.12) (35.99)Current Service Cost 82.19 254.51

(56.19) (76.35)Benefit Paid 48.88 188.50

(53.92) (128.63)Actuarial (Gain / Loss on Obligations) 60.93 167.41

(49.88) (203.76)Liability at the end of the period 502.23 921.78

(377.76) (637.36)

Gratuity Leave Encashment

Particulars June 30, 2008Discount Rate 8.00% 8.00%Rate of increase in Salary 5.00% 5.00%Rate of Return on Plan Assets 8.00% 8.00%

June 30, 2009

Notes to Abridged Balance Sheet As at 30th June 2009and Abridged Profit and Loss Account for the year ended on that date

131

161,250 options lapsed on account of cessation ofemployment and 245,000 options were surrendered asper the provisions of ESOP Plan amended on 15/06/2009(approval given by shareholders through Postal Ballot).On 23rd July 2007 125000 Options were granted out ofESOP Plan 2007 at an exercise price of Rs.481.45, whichwas the closing market price on the date of grant ofoptions. The first 50% of these options shall becomeavailable for exercise on 23/07/2009.

The options and price are entitled for 1:1 bonus issueadjustment.

On January 31, 2008, the Company granted further125,000 stock options out of the balance and lapsed stockoptions available under the Employee Stock Options Plan2007 (ESOP 2007). These options were granted at anexercise price of Rs. 232.15, which was the closing marketprice on the date of the grant of options. The first 50% ofthese options shall become available for exercise on31/01/2010.

On 30th April 2008, the Company further granted300,000 stock options out of the balance and lapsed stockoptions available under the Employee Stock Options Plan2007 (ESOP-2007). These options were granted at anexercise price of Rs.339.35, which was the closing price ason the date of the grant of options. The first 50% of theseoptions shall become available for exercise on 30/04/2010.Out of the above options granted 150000 options lapsedon account of cessation of employment.

On June 27, 2008, the Company granted further1,455,500 stock options out of the balance and lapsedstock options available under the Employee Stock OptionsPlan 2007 (ESOP - 2007) and Employee Stock OptionsPlan 2008 (ESOP - 2008). These options were granted atan exercise price of Rs.261.75, which was the closing priceas on the date of the grant of the options. The first 50% ofthese options shall become available for exercise on27/06/2010. Out of the options granted 42,500 optionslapsed on account of cessation of employment and 180,000options were surrendered as per the provisions of ESOPPlan amended on 15/06/2009 (approval given byshareholder through Postal Ballot).

Further on November 3, 2008, the Company grantedfurther 120,000 stock options out of the balance and lapsed

a.

b.

c. .

d.

ESOP 2008

stock options available under the Employee Stock OptionsPlan 2008 (ESOP - 2008). These options were granted atan exercise price of Rs.191.70, which was the closing priceas on the date of the grant of the options. The first 50% ofthese options shall become available for exercise on03/11/2010 and one option if exercised is convertible intoone-equity share.Fringe Benefit Tax (FBT) on exercise of the stock optionsare paid by the company and is being recovered from theemployees. Consequently, there is no impact of FBT onProfit and Loss Account.

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 inrespective agreement 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:

18.Earning Per Share EPS

19.

20.

For the Year ended

June 30, 2008

1. Net Profit artributable toEquity Shareholders 3,723,239,963 2,629,385,648

2. Weighted Avg. Number ofEquity Shares / Basic EPS 160,958,594 160,410,264

EPS (Rs.) basic 23.13 16.39

Weighted Avg. Number of

Equity Shares for Diluted EPS 161,351,080 162,423,360

3. EPS (Rs.) diluted 23.08 16.19

For the Year ended

June 30, 2009

For the Year ended

June 30, 2008

Weighted Nos of shares forBasic Earnings Per Share 160,958,594 160,410,264

Adjusted on account of ESOPs 392,486 2,013,095Weighted Nos of shares forDiluted Earnings Per Share 161,351,080 162,423,360

For the Year ended

June 30, 2009

2007 - 2008

a. Amount at the beginning of the year 96.97 69.97

b. Additional provision made during the year 46.59 96.97

c. Amount used 22.80 20.01

d. Unused amount reversed during the year 74.17 49.96

e. Amount at the end of the year 46.59 96.97

2008 - 2009(Rs in Lacs)

(Rs in Lacs)

Upto 1 year 914.62

Later than 1 years not later than 5 years 982.37

Later than 5 years NIL

Notes to Abridged Balance Sheet As at 30th June 2009and Abridged Profit and Loss Account for the year ended on that date

2007-2008Number of Price

Outstanding at July 1 1,365,000 419.70 1,427,500 419.70125,000 481.45 – –

Granted – – 125,000 481.45Exercised – – – –Lapsed 343,750 – 62,500 --Outstanding as at June 30 1,021,250 419.70 1,365,000 419.70

125,000 481.45 125,000 481.45

2008-2009Number of Price

Options Options

132

21.Related Party Disclosuresi. List of Related Parties and relationships

Party Relationa Rolta International Inc. USA Subsidiary

Rolta Middle East FZ LLC SubsidiaryRolta Saudi Arabia Ltd. SubsidiaryRolta UK Ltd SubsidiaryRolta Thales Limited Subsidiary

b Rolta Benelux BV(Formerly Rolta Europe 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 IncRolta Asia Pacific Pty Ltd. Subsidiary of Rolta

International IncPiocon Technologies Inc. Subsidiary of Rolta(w.e.f 28.12.08) International Inc

c Shaw Rolta Limited Joint Venture Company(Formerly Stone & WebsterRolta Limited)

d Key Management PersonnelMr. K K Singh Chairman & Managing

DirectorMr. A D Tayal Jt. Managing DirectorDr. Aditya Singh Jt. Managing DirectorMr. A.P.Singh Jt. Managing DirectorMrs.Preetha Pulsani Jt. Managing Director

(upto 17.12.2008)Mr.Hiranya Ashar Director Finance & Chief

Financial Officere Enterprises over which significant influence exercised by

Key Management Personnel / DirectorsRolta 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 Infotech Hongkong Company controlled by

Mr. K K SinghRolta Holding & Finance Company controlled byCorporation Ltd Mr. K K SinghKanga & Company (Solicitor) Firm in which

Mr. K R Modi, is a partner

ii.Disclosures required for related parties transactions (Previous year figures in brackets) (Rs in Lacs)Transactions Subsidiaries Sub-Subsidiaries Joint Venture Key Management Enterprises over which Total

Personnel significant influenceexercised by Key Mgmt.

Personnel

I Transactions during the yearSale of Goods/ Services 5097.83 2377.65 2329.62 9805.10

(10696.38) (454.70) (2284.49) (13435.57)Receipt of Dividend 400.00 400.00

(-) (-)Interest Income 406.99 406.99

(-) (-)Material Purchases 541.91 2497.39 3039.30

(-) (-) (-)Reimbursements 11.83 -- 1700.00 1711.83

(108.94) (2.43) (-) (111.37)Lease Rent/Maintenance/ Business Centre Fees 0.31 734.84 735.15

(-) (224.20) (224.20)Technical Fees 1818.62 1818.62

(613.07) (613.07)Professional Fees 53.22 53.22

(27.18) (27.18)Remuneration incl. commission 1672.13 1672.13

(1914.49) (1914.49)Short Term Loan (net of repayment) 1518.86 1518.86

(3654.06) (3654.06)Share Application Money -- --

(1134.16) (1134.16)Equity Contribution During The Period 12723.22 12723.22

(-) (-)Refundable Security Deposit 2500.00 2500.00

(-) (-)II Amounts Receivable/ Unbilled Revenue/ 8789.17 2339.83 200.06 4.46 11333.52

Loans to Subsidaries/Accured Interest(10980.32) (27.70) (265.86) (30.27) (11304.15)

Amounts Payable 65.11 12.01 1.21 1257.71 59.35 1395.40(4.33) (-) (-) (1565.78) (104.28) (1674.39)

Notes:●

●

Related party relationship is as identified by the Company on thebasis of information available.No amount has been written off or written back during the year inrespect of debts due from or to related parties.

● The Company has entered into transactions with certain partiesas listed above during the year under consideration. Fulldisclosures have been made and the board considers suchtransactions to be in normal course of business and at rates agreedbetween the parties.

Notes to Abridged Balance Sheet As at 30th June 2009and Abridged Profit and Loss Account for the year ended on that date

133

22.

23.

24.

25.

26.

Disclosure required by Accounting Standard 27 “FinancialReporting of interest in Joint Venture” (AS 27) for jointlycontrolled entity:

The company has prepared the consolidated financialstatements as per accounting standard (AS) 21 andaccordingly the segment information as per AS 17“Segment Reporting” has been presented in theconsolidated financial statements.Information pursuant to Clause 32 of the Listing AgreementwithStockExchanges.

The Company has not entered into any derivativetransactions during the year.Additional Information pursuant to provisions ofparagraph 3, 4C and 4D of Part II of Schedule VI to theCompanies Act, 1956.

a. Installed Capacity and Actual Production For The Year(As certified by Management on annualised basis)

Notes:1. Loans and Advances shown above, to subsidiaries fall under the

category of 'Loans and Advances where there is no repaymentschedule'.

2. None of the loanee has made investments in the shares of theCompany.

Notes:i. Under the new Industrial Policy, no specific license is necessary

for the manufacture of products mentioned above. The companyhas filed a memorandum with the Secretariat for IndustrialApprovals (SIA), for a total annual capacity of Rs.1500 croreswithin the above class of goods, which has been acknowledgedby 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.

b. Opening and Closing Stock of Goods

c. Material Consumed

d. Particulars inrespectofsaleofProducts/Servicesduringtheyear.

e. CIF Value of Imports

f. Value of material, stores & spares consumed

g. Expenditure in Foreign Currency (On payment basis)

h. Earnings in Foreign Exchange

i. Other clauses are not applicable to the company

The previous year's figures are regrouped, rearranged andreclassified, wherever considered necessary.

27.

Notes to Abridged Balance Sheet As at 30th June 2009and Abridged Profit and Loss Account for the year ended on that date

(Rs.in Lacs)Description 30.06.2008i. Assets

- Fixed Assets 15.57 20.80- Deferred Tax Assets 32.32 18.78- Investment 1465.85 754.57- Current Assets 1372.23 980.12

ii. Liabilities- Current Liabilities 646.39 602.96- Other Liabilities NIL NIL

iii. Income 4956.29 3507.63iv. Expenses 3411.07 2756.74v. Contingent Liabilities 13.58 13.58vi. Capital Commitments NIL 0.85

30.06.2009

a Jointly controlled Country of Ownershipentity Incorporation Interest (%)

Shaw Rolta Limited India 50%(formerly Stone &Webster Rolta Ltd.

b. Rolta India Ltd.'s share in assets, liabilities, income, expenses, contingentliabilities andcapital commitmentsof jointly controlled entityare as under:

Loans and advances in the nature of loans to :

2008 2008

Outstanding Maximum balance

To wholly owned subsidiary -Rolta International Inc. Nil 90.39 15630.19 7230.35To wholly owned subsidiary -Rolta Middle East FZ LLC 1718.30 408.51 1828.85 713.50To wholly owned subsidiary -Rolta UK Ltd. 1261.32 940.52 1261.32 940.52To subsidiary -Rolta Saudi Arabia Ltd. 104.36 125.69 142.12 125.69

2009 2009Rs. in lacsRs. in lacs

Computer Systems :2008

System Integration, Technical Services, Rs. 1500 Crore Rs. 1500 CroreSoftware Services, AM/FM/GIS services,PDA/MDA Design Engineering Services,E-Commerce and Internet Services.

2009

Previous YearRs. in Lacs

Overseas Project expenses(Overseas training, Prof. fees,Sales promotion, MaintenanceExpenses, Interest on ForeignCurrency Loan) 870.37 257.62

Current YearRs. in Lacs

Previous YearRs. in Lacs

Exports of SoftwareServices rendered 8108.90 11272.22Interest on Fixed Deposits - 294.45Interest from Others 406.99 -

Current YearRs. in Lacs

Products

Software / Toolkits - 2141.87 - 1045.24*Refer note (a) (ii) above

Closing StockJune 30, 2009

Qty* Rs. in Lacs

Opening StockJuly 01, 2008

Qty* Rs. in Lacs

Previous YearQty* Rs. in Lacs

Material & Subcontracting Cost - 14173.81 - 22003.28*Refer note (a) (ii) above

Current YearQty* Rs. in Lacs

Previous YearQty* Rs. in Lacs

Geospatial/ GIS - 57677.12 - 49469.03Engineering Design - 33801.32 - 27715.35Enterprise information &Comm.Technology - 3190.67 - 7907.22

94669.11 85091.60* Refer Note (a) (ii) above

Current YearQty* Rs. in Lacs

Previous YearQty* Rs. in Lacs

Systems ,Software,Peripheral & Spares - 7106.75 - 4371.10

Current YearQty* Rs. in Lacs

Previous Year% Rs. in Lacs

Imported 50 7106.75 20 4371.10Indigenous 50 7067.06 80 17632.18

14173.81 22003.28

Current Year% Rs. in Lacs

134

I Registration Details

II Capital Raised During the year (Amount in Rs. Thousands)

III Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)

IV Performance of the Company (Amount in Rs. Thousands)

V Generic Names of Three Principal Products/Services of the Company (as per monetary terms)

Product Description

Registration No 52384 52384

State Code 11 11

Balance Sheet Date 30.06.2009 30.06.2008

Public Issue NIL NIL

Right Issue NIL NIL

Bonus Issue NIL 801365

Private Placement (ESOP) 1091 3303

Total Liabilities 26,394,354 20,436,677

Total Assets 26,394,354 20,436,677

Sources of Funds

Paid-up Capital 1,610,066 1,608,975

Reserves & Surplus 14,659,191 11,431,138

Secured Loans 3,537,110 NIL

Unsecured Loans 6,109,037 6,937,936

Deffered Tax Liability 478,949 458,626

Application of Funds

Net Fixed Assets 14,669,081 7,988,382

Investments 5,132,019 6,392,907

Net Current Assets 6,593,255 6,055,386

Miscellaneous Expenditure NIL NIL

Accumulated Losses NIL NIL

Total Income 10,163,534 8,614,064

Total Expenditure 6,047,294 5,555,060

Profit Before Tax 4,116,240 3,059,004

Profit After Tax And Extraordinary Item 3,723,240 2,629,386

Earning Per Share ( Rs.)

Basic 23.13 16.39

Diluted 23.08 16.19

Dividend Rate (%) 30% 30%

Item Code No. (ITC Code)

1 Marketing of Computer Workstation & Network Servers and other Product 8471

2 Software Development / Designing / IT Services 85244011

30th June 2009 30th June 2008

28. BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE AS PER SCHEDULE VI, OF THECOMPANIES ACT, 1956

Notes to Abridged Balance Sheet As at 30th June 2009and Abridged Profit and Loss Account for the year ended on that date

As per our report of even dateFor and on behalf of Board of Directors

For

M.No.104180

Mumbai,Date: August 03, 2009 Date: August 03, 2009Mumbai,

Khandelwal Jain & Co.

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

Hiranya Ashar Dharmesh Desai

Chartered Accountants

Partner Chairman & Managing Director Director Director

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

Atul D. TayalJt. Managing Director

135

Corporate GovernanceAs at 30th June 2009

Company's Philosophy on Corporate Governance

1 Board of Directors

(ii) Board Meetings:

ROLTA's Corporate Governance principles are based on the principles of fairness, transparency and commitment to values. TheCompany adheres to good corporate practices and is constantly striving to better them and adopt emerging best practices. It is believedthat adherence to business ethics and commitment to corporate social responsibility would help the Company achieve its goal ofmaximizing value for all its stakeholders. The company is committed to good corporate governance and continuously reviews variousinvestor relationship measures with a view to enhance stakeholders' value. The Company has adopted a Code of Conduct for top threetier of management including the Whole-time Directors, and the Managing Director. The Company's Corporate Governance policy hasbeen further strengthened through the Rolta Directors and Designated Employees Code of Conduct for Prevention of Insider Trading.This code has also been amended during the year in line with the amended Securities and Exchange Board of India (SEBI) Regulations inthis regard. The company provides detailed information on various issues concerning the company's business and financial performance.Rolta respects the rights of its stakeholders to information on the performance of the company. It takes proactive approach and revisits itsgovernance practices from time to time so as to meet business and regulatory needs. Rolta has complied in all material respects with thefeatures of Corporate Governance as specified in the revised guidelines clause 49 of the Listing Agreements.

(i) Composition of the Board

The Board of Directors of the Company includes individuals who are professionals in their respective areas of specialization and who haveheld eminent positions. The Board is broad based and comprises of individuals drawn from management, technical, financial and legal fields.The members of the Board are individuals with leadership qualities and strategic insight. The current policy of the Company is to have anExecutive Chairman who is also the Managing Director. Directors including Non-executive Directors are professionally competent. Atpresent, the Board consists of twelve members, of which six are Non-Executive Independent Directors. None of the Directors on the Board ofRolta India Ltd. is a director in more than ten listed companies, member of more than ten committees and Chairman of more than fivecommittees, across all the Companies in which he is a Director. The Board's role, functions, responsibilities and accountability are clearlydefined. In addition to itsprimary role ofmonitoring corporateperformance, the functionsof theBoard include:

Articulating the corporate philosophy and mission;Formulating strategic plans;Reviewing and approving financial plans and budgets;Monitoring corporate performance against strategic plans including overseeing operations;Ensuring ethical behavior and compliance with laws and regulations;Keeping shareholders informed about plans, strategies and performance.

The Directors have made the necessary disclosures regarding Committee positions.

Minimum four Board Meetings are held each year, one in each Quarter. The Board Meetings of the Company are prescheduled andadequate notice is given to the members of the Board. Apart from the Quarterly Board Meetings, the Company convenes additionalBoard 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.

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The composition and category of Directors on the Board of the Company as on 30th June 2009 are:

$ None of the directors is related to any other Director, except Dr. Aditya K. Singh who is the son of Mr. Kamal K. Singh.

Sr. Name of the Director Category DesignationNo.

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 Mr. A D Tayal Executive, Whole-time Director Joint Managing Director9 Dr. Aditya K Singh 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

$

136

Corporate GovernanceAs at 30th June 2009

The Directors are given presentations on the performance of the Company for the preceding quarter at each of the prescheduledQuarterly Board Meetings.

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 2008-09, the Board of the Company, as also the various specialised committees constituted by the Board, heldas many as 23 meetings, which include 5 meetings of the Board. Necessary information required to be given in terms of Annexure 1A toClause 49 of the Listing Agreement, was placed before the Board for its consideration and all matters with explanatory notes / reportsrelating to the respective committees 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 thefinancial year 2008-09, the Board held its meetings on 24th July 2008, 20th October 2008, 24th November 2008, 19th January 2009 and21st April 2009. 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 2008-2009:

(iii) Attendance of Directors at Board and Annual General Meeting

(iv) No. of other Boards/Board Committees in which the Directors are either Member or Chairman as on June 30, 2009

Sr. Name of the Director Meetings held during the Meetings Whether presentNo. tenure of the Directors Attended at the last AGM1 Mr. Kamal K Singh 5 5 Yes2 Mr. R R Kumar 5 5 Yes3 Mr. K R Modi 5 5 Yes4 Lt. Gen. J S Dhillon (Retd.) 5 5 Yes5 Mr. A.T. Pannir Selvam * 5 5 Yes6 Mr. V.K. Agarwala 5 5 Yes7 Mr. Behari Lal 5 5 Yes8 Mr. V K Chopra 5 4 Yes9 Mr. A D Tayal 5 4 Yes10 Dr. Aditya K Singh 5 4 No11 Mr. A.P. Singh 5 5 Yes12 Ms. Preetha Pulusani ** 5 5 Yes13 Mr. Ben Eazzetta 5 3 No14 Mr. Hiranya Ashar 5 5 Yes

* Mr. A T Pannir Selvam ceased to be a Director w.e.f. 21st April 2009 due to his sad demise.** Ms. Preetha Pulusani resigned as a Director w.e.f. 18th June 2009.Note: None of the Directors received any loans and advances from the Company during the financial year ended June 30, 2009.

Name of the Director Position Directorship held as June 30, 2009 Committee membership Chairperson in

India listed All companies in all companies ### Committees ###

Companies # around the world ##(listed & unlisted)

Mr. Kamal K Singh Chairman & Managing Director - 25 1 4

Mr. R R Kumar Independent Director 4 7 3 3

Mr. K R Modi Independent Director 1 2 3 1

Lt. Gen. J S Dhillon (Retd.) Independent Director - 3 - -

Mr. V.K. Agarwala Independent Director - 5 1 -

Mr. Behari Lal Independent Director - 1 1 -

Mr. V K Chopra Independent Director 6 17 9 3

Mr. A D Tayal Joint Managing Director - 5 1 -

Dr. Aditya K Singh Joint Managing Director - 13 2 -

Mr. A.P. Singh Joint Managing Director - 12 - -

Mr. Benedict A Eazzetta Director & President International Operations - 11 - -

Mr. Hiranya Ashar Director Finance & Chief Financial Officer - 1 3 -

# Excluding directorship in Rolta India Limited.## Directorships in companies around the world including Rolta India Limited.### Includes Management Committee, Investors Grievance Committee, Audit Committee and Compensation Committee in all companies including Rolta India Limited.

137

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 andlegalmattersensuringsmoothmanagementoftheCompany.

The Management Committee comprises three Whole-timeDirectors (including the Chairman) and two non-executive andindependent Directors, namely Mr K K Singh, Mr A D Tayal, MrHiranya Ashar, Mr R R Kumar and Mr K R Modi. Mr K K Singh isthe Chairman of the Management Committee. The CompanySecretary acts as the Secretary 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. DharmeshDesai, the Company Secretary and the Compliance Officer underClause 49 of the Listing Agreement, also acts as the Secretary ofthe Investors' Grievance Committee.

This Committee's mandate requires it to look into investors'grievances relating to matters such as the transfer of shares, non-receipt 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 requestsfor dematerialization 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 monthlybasis. No valid transfer request remains pending for transfer to thetransferees as on 30th June 2009. All requests fordematerialization of shares are likewise processed andconfirmation thereof is normally communicated to the concerneddepository within 10 working days of receipt of all documents.

The Committee monitors the Redressal of Investor Grievances.The total number of complaints received and replied to thesatisfaction of the shareholders during the year under review was45. The complaints received from regulatory authorities andpending as on June 30, 2009 were as follows:

Attendance of Directors at the Management Committee duringthe financial year 2008-09:

Sr. Meeting held during theName of the s MeetingsNo. Director tenure of the Director Attended

1 Mr. Kamal K Singh 10 102 Mr. R R Kumar 10 103 Mr. K R Modi 10 104 Mr. A D Tayal 10 95 Mr. Hiranya Ashar 10 10

There are 54 complaints as per records of the Securities andExchange Board of India. Out of these 54, 19 have been resolvedby the Company, 12 are subjudiced and pending for Court Ordersin which company is only a formal party, 6 are intra party disputesbrought to the notice of the Company and balance 17 are thecases where the parties in spite of reminders have not compliedwith procedural formalities, hence they are parties who havefailed to respond and comply with requirement.

No complaints were pending from Bombay Stock ExchangeLtd (BSE), and National Stock Exchange of India Ltd. as onJune 30, 2009.

The attendance of the Directors at the meeting of the InvestorGrievance Committee held during the period ended June 30, 2009, isas follows:

The Company's Audit Committee was established in compliancewith Clause 49 of the Listing Agreement with the Indian StockExchanges as read with Section 292A of the Companies Act,1956. Presently the Audit Committee consists of threeindependent and non-executive Directors, namely, Mr. R RKumar (as Audit Committee Chairman), Mr. K R Modi and Mr.Behari Lal and one Whole-time Director Mr. Hiranya Ashar.

Mr. R R Kumar is ex-Chairman & Managing Director of UnionBank of India and has sound knowledge in the areas of Finance,Banking and Accounts. Mr. K R Modi another member of theAudit Committee is a senior partner with M/s Kanga & Co.,Advocates and Solicitors. Mr. Modi has sound knowledge in law.Mr Behari Lal, a former member of the Income Tax AppellateTribunal has vast experience in legal and taxation matters. Mr.Hiranya Ashar is Director Finance & Chief Financial Officer of theCompany and has sound knowledge in the areas of Finance,Banking and Accounts.

The Company held four Audit Committee meetings for thereview relating to the financial period July 1, 2008 to June 30,2009. These meetings were well attended. The Committeeinvited the Auditors to be present at these meetings. TheCompany Secretary acts as the Secretary of the Audit Committee.

The Audit Committee also advises the management on the areaswhere internal audit can be improved. The minutes of themeetings of the Audit Committee are circulated to the membersof the Committee and placed before the Board.

The terms of reference/powers of the AuditCommittee has been specified by the Board of Directors as under:

A. The primaryobjective of the Audit Committee of Rolta India Ltd. is to monitor

Terms of Reference:

Primary objective of the Audit Committee :

4. Audit Committee

Corporate GovernanceAs at 30th June 2009

Sr. Member Meetings held Meetings AttendedNo.

1 Mr. K R Modi 3 3

2 Mr. R R Kumar 3 3

3 Mr. A D Tayal 3 3

4 Mr. Hiranya Ashar 3 3

138

8. Discussion with internal Auditors of any significant findingsand follow-up thereon.

9. Reviewing the findings of any internal investigations by theinternal Auditors into matters where there is suspected fraudor irregularity or a failure of internal control systems of amaterial nature and reporting the matter to the Board.

10. Discussion with Statutory Auditors before the auditcommences, about the nature and scope of audit as well aspost-audit discussion to ascertain any area of concern.

11. Looking into the reasons for substantial defaults in thepayment to the shareholders (in case of non payment ofdeclared dividends) and creditors.

12. Reviewing the functioning of the Whistle BlowerMechanism.

13. Carrying out such other function as may be specificallyreferred to the Committee, by the Board of Directors and/orother Committee of Directors of the Company.

14. Reviewing the following information:

The management discussion and analysis of financialcondition and results of operations;

Statement of significant related party transactions (asdefined by the Audit Committee), submitted byManagement;

Management letters/letters of internal controlweaknesses issued by the Statutory Auditors;

Internal audit reports relating to internal controlweaknesses; and

The appointment, removal and terms of remuneration ofinternal Auditors.

15. The audit committee powers, include the following:

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 relevantexpertise, if it considers necessary.

The Company's Board has set up a competent and qualifiedCompensation Committee in compliance with the SEBIguidelines. As on 30 June 2009, its members include Mr. Kamal KSingh (as Compensation Committee Chairman), Mr. R R Kumarand Mr. K R Modi. The Committee is responsible for

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Attendance of Directors at the Audit Committee Meetingsduring the financial year 2008-09:

5. Compensation Committee:

and provide effective supervision of the managements financialreporting process with a view to ensure accurate, timely andproper disclosures and transparency, integrity and quality offinancial reporting. The Committee oversees the work carried outin the financial reporting process by the management, the internalauditors and the independent auditor and notes the processes andsafeguards employed by each.

B. The role of the Audit Committee includes the following:

1. Oversight of the Company's financial reporting processand the disclosure of its financial information to ensurethat the financial statement is correct, sufficient andcredible.

2. Recommending to the Board, the appointing,reappointment and, if required, the replacement orremoval of Statutory Auditors and fixation of audit fees.

3. Approval of payment to Statutory Auditors for any otherservices rendered by the Statutory Auditors.

4. Reviewing with the management, the annual financialstatements before submission to the Board for approval,with particular reference to:

Matters required to be included in the Directors'Responsibility Statement to be included in theDirectors' Report in terms of sub-section (2AA) ofSection 217 of the Companies Act, 1956.

Changes, if any, in accounting policies andpractices and reasons for the same.

Major accounting entries involving estimates basedon the exercise of judgment by the Management.

Significant adjustments made in the financialstatements arising out of audit findings.

Compliance with listing and other legalrequirements relating to 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.

5A. Reviewing, with the management, the statement of uses /application of funds raised through an issue (public issue,rights issue, preferential issue, etc.) the statement of fundsutilized for purposes other than those stated in the offerdocument / prospectus/ notice and the report submitted bythe monitoring agency monitoring the utilization ofproceeds of a public or rights issue, and making appropriaterecommendation to the Board to take up steps in the matter.

6. Reviewing with the management, the performance ofStatutory and Internal Auditors, adequacy of internal controlsystems.

7. Reviewing the adequacy of internal audit functions, if any,including the structure of the internal audit department,staffing and seniority of the official heading the department,reporting structure, coverage and frequency of internal audit.

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Sr. Member Meetings held Meetings AttendedNo.1 Mr R R Kumar 4 42 Mr K R Modi 4 43 Mr Behari Lal 4 44 Mr Hiranya Ashar 4 4

Corporate GovernanceAs at 30th June 2009

139

Sr. Member Meetings held Meetings AttendedNo.1 Mr Kamal K Singh 1 12 Mr R R Kumar 1 13 Mr K R Modi 1 1

recommending the compensation structure for Whole-timeDirectors and the implementation and administration of theEmployee Stock Option Plans.

The Non-Executive Directors of the Company are paid sittingfees at the rate of Rs. 20,000/- for attending each Board Meetingand Rs.10,000/- for attending each Board Committee Meeting.Presently, the Non-executive Directors of the Company are notpaid commission.

The Compensation Committee held one meeting during theperiod July 1, 2008 to June 30, 2009.

Attendance of Directors at the Compensation CommitteeMeetings held during the financial year 2008-09:

The remuneration of Directors charged to the Profit & Loss Account during the Financial Year 2008-09 is given below:

Sr. Name Designation Sitting

(Rs.)

Salary & Taxable Commission No. of Shares StockNo. Fees Allowances value of (Rs.) held ## Option

(Rs.) (Rs.) Perquisites (As on 30.6.09) Nos. In Force(As on 30.6.09)

1 Mr Kamal K Singh Chairman & Managing Director Nil Nil Nil 96,690,000 250,000 NA

2 Mr R R Kumar Director 280,000 Nil Nil Nil 26 NA

3 Mr K R Modi Director 280,000 Nil Nil Nil 2,000 NA

4 Lt. Gen J S Dhillon (Retd) Director 100,000 Nil Nil Nil Nil NA

5 Mr A T Pannir Selvam * Director 100,000 Nil Nil Nil 1,500 NA

6 Mr V K Agarwala Director 100,000 Nil Nil Nil 28,000 NA

7 Mr Behari Lal Director 140,000 Nil Nil Nil Nil NA

8 Mr V K Chopra Director 80,000 Nil Nil Nil Nil NA

9 Mr A D Tayal Joint Managing Director Nil 13,239,000 Nil 14,650,000 270,000 50,000

10 Dr. Aditya K Singh Joint Managing Director Nil 5,844,000 Nil Nil 153,928 NA

11 Mr Adarsh Pal Singh Joint Managing Director Nil 8,999,000 Nil 10,255,000 45,820 305,000

12 Ms. Preetha Pulusani ** Joint Managing Director Nil 5,792,549 Nil Nil NIL NIL

13 Mr Hiranya Ashar Director Finance & CFO Nil 5,883,000 Nil 5,860,000 NIL 180,000

14 Benedict A Eazzetta Director & President -International Operations Nil 34,624,802 Nil NIL NIL 600,000

* Mr. A T Pannir Selvam ceased to be a Director w.e.f. 21st April 2009 due to his sad demise.** Ms. Preetha Pulusani has resigned as a Director w.e.f. 18th June 2009.## Shareholding details are given for the directors on Board as at 30th June 2009.

The remuneration paid to Whole-time Directors, is as per theapproval already taken from the members at the Annual GeneralMeeting.

The remuneration paid to Whole-time Directors, is as per theapproval already taken from the members at the Annual GeneralMeeting.

Details of service contracts of whole time Directors

The Contracts entered into by the company with all the Whole-timeDirectors,maybeterminatedbyeither theCompanyortheWholetimeDirectorsbygiving sixcalendarmonths'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.

All resolutions moved at the last Annual General Meeting werepassed by show of hands by the requisite majority of membersattending the meeting. The following are the Special Resolutionspassed at the previous three Annual General Meetings andExtraordinaryGeneralMeetingsheldinthepast3years.

6. General Body Meetings

Financial Year Date Time

2007-08 24.11.2008 11.30 a.m.

2006-07 16.11.2007 11.30 a.m.

2005-06 28.11.2006 11.30 a.m.

Sr No. Name Period of ServiceContract

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 Dr. Aditya K Singh 01.07.2007 to 30.06.2012

4 Mr. A P Singh 01.04.2007 to 31.03.2012

5 Ms. Preetha Pulusani 01.03.2008 to 28.02.2013

6 Mr. Hiranya Ashar 01.11.2006 to 31.10.2009

Corporate GovernanceAs at 30th June 2009

140

7. Code for Prevention of Insider Trading/SEBI (SubstantialAcquisition of Shares & Takeovers) Regulations, 1997:

The Company has adopted the Code of Conduct for Preventionof Insider Trading in the equity shares of the Company. This codeis known as the Rolta Directors and Designated Employees Codeof Conduct for Prevention of Insider Trading. The Company'sInsider Trading Code of Conduct, inter-alia prohibits purchase /sale of equity shares of the Company by the Directors andDesignated Employees in management position (at the level ofExecutive Directors and above) while in possession ofunpublished price sensitive information in relation to theCompany. The Company makes disclosures to the StockExchanges of transactions covered under the "Rolta Directorsand Designated Employees Code of Conduct for Prevention ofInsider Trading". This code meets with the regulations stipulatedby the Securities and Exchange Board of India (SEBI), onProhibition 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.

AGM held on Summary of Special Resolution

1 Special Resolution as at Item no. 1 under Section 81(1A)and all other applicable provisions of the Companies Act,1956 and the provisions contained in the Securities andExchange 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 Companies Act,1956 and the provisions contained in the Securities andExchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines, 1999for amendment of ESOP 2008 Scheme at its AnnualGeneralMeeting heldonNovember16,2007 .

3 Special Resolution as at Item no. 3 under Section 81(1A)and all other applicable provisions of the Companies Act,1956 and the provisions contained in the Securities andExchange 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 under theEmployees Stock Option Plan for the employees of thecompany as well as for the employees of theholding/subsidiary companies.

1 Special Resolution for enhancing limit for investment byFIIs (exclusive of NRIs / OCBs etc.) from 40% to 75% ofthe paid up capital of the Company.

2 Special Resolution for Issue of equity linked foreign /Indian securities like FCCBs, ADRs/ GDRs etc. notexceeding USD 250 million.

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.

The Company also made disclosures to the Stock Exchanges fortransactions covered under the SEBI (Substantial Acquisition ofShares & Takeovers) Regulations, 1997 by submitting the requisitereports andapplicationsunder the saidRegulations.

Related party transactions are defined as transactions of theCompany of material nature with Promoters, Directors or themanagement, their relatives, subsidiaries, etc. that may havepotential conflict with the interest of the Company at large.Details of material and significant related party transactions aregiven in the Notes to the Accounts annexed to the financialstatements. Necessary approvals, as required are taken beforeentering into any such arrangements.

The Company's equity shares are listed on Bombay Stock ExchangeLimited (BSE) and The National Stock Exchange of India Limited(NSE) and the Company's Global Depository Receipts (GDRs)have been listed with London Stock Exchange. The Company haspaid the Listing Fees, as applicable to the BSE, NSE and LSE for thefinancial year2008-09.

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 SecuritiesExchange Board of India and such other statutory authorityrelating to the Capital Markets.

The company has paid the listing fees to Singapore StockExchange for the financial year 2008-09.

A qualified practicing Company Secretary carried out secretarialaudit to reconcile the total admitted capital with NationalSecurities Depository Limited (NSDL) and the CentralDepository Services (India) Limited (CDSL) and the total issuedand listed capital. The secretarial audit report confirms that thetotal issued/paid up capital is in agreement with the total numberof shares in physical form and the total number of dematerializedshares held with NSDL and CDSL.

The Company follows Accounting Standards issued by theInstitute of Chartered Accountants of India. In the preparation ofthe financial statements, the Company has not adopted atreatment different from that prescribed in any AccountingStandard. The Company also publishes its Accounts drawn underInternational Financial Reporting Standards (IFRS).

Timely disclosure of consistent, relevant and up-to-date informationon corporate matters, financial matters etc., are at the core of goodcorporate governance. Towards this end, the quarterly results of theCompany were published within a month of the end of each quarterand the Audited Annual Results within 3 months of the end of thefinancial year. The Company also ensures that Press Releases areissued on significant developments and the Investors kept informed ofimportant announcements. The Quarterly Financial Results arepublished in English and vernacular newspapers. These results aregenerally published in the all India editions of The Economic Times /BusinessStandard /FinancialExpressandotherEnglishandvernacularnewspapers. The results are posted on SEBI's website www.sebi.gov.inand as well as on the Company's website www.rolta.com. Investor /shareholdersmaydirectlyaddresstheirqueriesat investor@rolta.com.The results and the various Press Releases issued by the Company arealso promptly forwarded to the Stock Exchanges whereat the equity

8. Disclosures

9. Means of Communication

Resolutions passedthrough PostalBallot on 15-06-2009

18th AnnualGeneral Meeting24-11-2008

17th AnnualGeneral Meeting16-11-2007

Resolutions passedthrough PostalBallot on 12-06-2007

16th AnnualGeneral Meeting28-11-2006

Corporate GovernanceAs at 30th June 2009

141

Auditors' CertificateOn Compliance with the conditions of Corporate Governance under

Clause 49 of the Listing Agreement

ToThe Members ofRolta India Limited

We have examined the compliance of conditions of Corporate Governance by Rolta India Limited for the year ended 30th June 2009, as stipulated in Clause 49 ofthe 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 a review of theprocedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of Corporate Governance as stipulated in thesaid clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.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 the Directors and theManagement, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above 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 which the managementhas conducted the affairs of the Company.

For Khandelwal Jain & Co.,Chartered Accountants

Shivratan AgarwalPlace: Mumbai PartnerDate: August 03, 2009 Membership No 104180

Compliance

13. Auditor's Certificate on Corporate Governance

(i) Certificate from the Statutory Auditors confirming compliancewith the conditions of Corporate Governance as stipulated inClause49of theListingAgreement ispublishedbelow.

(ii) Status of compliance of non-mandatory requirement

Chairman of the Board :The Chairman is an Executive Chairman hence notapplicable.Remuneration Committee:The Company has a Remuneration Committeedesignated as "Compensation Committee". Theremuneration of the Directors is decided and approvedby the Board of Directors.Shareholders rights:The quarterly results are published in the newspapers.

Audit Qualification:During the year under review, there was no auditqualification in company's financial statements.Postal Ballot:The company has passed 3 Special resolutions by PostalBallot on 15th June, 2009.

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, 2009.

Kamal K SinghChairman & Managing Director

3rd August, 2009

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Annual Declaration by the CEO Under Clause 49 I (D) of theListingAgreement regardingAdherence to theCodeofConduct

The Auditor's Certificate on compliance of Clause 49 of the ListingAgreement relating toCorporateGovernance ispublishedbelow.

shares of the Company are listed. The Company frequently organizesfacilitiesvisits for representativesof institutional investors.Thesevisitsare generally accompanied by presentations by the Company'sStrategic Business Units and a briefing on the Company's productsand services both in the international markets and in India. The entireAnnual Report of the Company as well as the Quarterly Results arealso available on the Company's website. The ManagementDiscussionandAnalysis (MDA)givinganoverviewof theCompany'sbusiness and its financials etc., Risk Management, The Shareholders'Information, Ratio & Ratio Analysis, Directors' Profile, are providedseparatelyinthisAnnualReport.

Mandatory as also various additional voluntary information ofinterest to investors is furnished in a separate section'Shareholders Information' 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 theclause 49(V) was placed before the Board.

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. TheCode lays down the standards of business conduct, ethics fortransparent corporate governance. A copy of the Code has beenposted on the Company's website. The Code has been circulatedto all members of the Board and Senior Management and thecompliance of the same has been affirmed by them.

This Corporate Governance Report forms part of the AnnualReport. The Company is fully compliant with the provisions ofClause49 of the ListingAgreement of the Stock Exchanges in India.

10. General Shareholders Information

11. CEO/CFO Certification

12. Code of Conduct for Directors and Senior Management

Report on Corporate Governance

Corporate GovernanceAs at 30th June 2009

Risk Management

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.

In the challenging global economic environment, every businessorganization is subject to risks involved in respect of the servicelines offered by it and the resultant risk of decline in business dueto rapid technological change, embryonic industry standards,changing client preferences and new product and serviceintroductions. Rolta has continuously strived to mitigate this riskby constantly reinventing itself and responding to customer'sdemands innovatively and creatively through its path breakingefforts. Rolta's strong domain expertise involving a combinationof IT, Engineering and eServices, IPRs, diverse technological skillsand its ability to provide integrated end-to-end solutions acrossthe multiple platforms enable the Company to constantly expandand enlarge its market.

Rolta's ability to extract learning from one business and createanother enables it to move up the value chain by leveraging its multi-disciplinary project experience. Rolta's strong domain expertise indeveloping innovative integrated solutions in Geospatial/GIS,Engineering & Design and E-ICT domains create a singularly uniquebusiness mix and high entry barriers, which competitors finddaunting to emulate. Rolta is strengthening and expanding itsproduct and services portfolio through acquisitions, long-termalliances with world leaders adopting the latest technologies in itsbusiness segments and has now emerged as an efficient source ofDesign, Detailed engineering and Procurement services for power,refinery and petrochemical organizations.

Rolta prudently leverages its expertise, rich domain knowledge, IPRsand specialized infrastructure to maximize customer satisfaction,raising productivity within customer environments beyond standarddeliverables. Rolta over the years has transformed itself from aprovider of technology to a specialised service provider in the fieldof infrastructure, security etc and repositioned itself well in theinfrastructure space. Constant innovation and evolvement ofservices enables Rolta to continuously move up the value chainresulting in a de-risked business model.

In the current highly competitive environment, it is important forevery Company to keep itself up graded with the latest technologysolutions and assimilate changes in technology to enhance thequality and scope of its offerings. This requires redundanttechnologies to be discarded and replaced by emergingtechnologies. Rolta's partnership with the world's leading IT

BUSINESS RISK

Changing business environment and customer inclinationsdemand constant reorientation and innovative solutions andservices to ward of decline in business.

TECHNOLOGY RISK

Continued existence as a growth Company depends on seamlessadoption of emerging technologies.

companies for its various services, acquisitions and proactive upgradation of its technology repertoire on an ongoing basis allow it toremain updated with the latest in technology The Companyintegrates and customizes the technologies acquired to suit customerrequirements and enhances it through applied R&D.

Rolta uses this comprehensive infrastructure and state-of-the art'competency centre's spread all over the world to provide itscustomers ground-breaking solutions through latest technologysuitably adapted for precise requirements through various value. TheCompany has made various strategic acquisition of technologies,companies and business division e.g. Orion Technologies Inc.,Broech Corporations (TUSC) WhitmanHart Consulting (WHC)and Piocon Technologies. This has enhanced the Company'scapabilities to provide innovative and state-of-the-art products andservices in its business segments.

The Company adopts various standards to ensure that informationis secure and is not susceptible to disasters. As an internationaleSecurity services provider, the Company has highly trainedindustry certified specialists deployed internationally.The Company's eSecurity procedures are certified by BSI.The Company also regularly audits and verifies its compliancewith security and disaster recovery measures employed by theCompany. Rolta has centralized back up and data recovery systemsand planned procedures for regular back up of all critical servers.

The Company encounters competition from local and internationalcompanies. While the competition in Indian market is expected toincrease, Rolta believes it is sufficiently insulated againstcompetition. The Company entered the CAD/CAM/GIS solutionsmarket in India in 1985 and it has been the undisputed leader over theyears in the Geo Spatial business in India. Rolta's capability to offerinnovative and value added solutions and services by integrating itsdiverse domain knowledge and expertise with the emergingtechnologies keeps it always ahead of its competitors.

The Company's strength comes from its unmatched blend ofengineering culture, technology skills, strategic acquisitions,strategic joint ventures and management resources. The Companycontinues to build up best practices and methodologies fordevelopment and customization of solutions to ensure that projectsare completed with speed, optimal resources and meet or exceedcustomer requirements.

Rolta has over the years has cemented strong customer relationships,and built innovative solutions, established utilities, tools andbusiness procedures that competitors find it impossible to pursue.Rolta's domain expertise in providing end-to-end solutions for itsbusiness segments, by using its critical mass of IPRs and bycoalescing beneficially its Business Groups, de-risk its business fromcompetition. Even by the most optimistic estimates, it would takecompetitors numerous years to match Rolta in its infrastructure anddomain expertise.

COMPETITION RISK

Inability of the companies to guard against competition couldresult in contraction of revenues.

142

SKILLS RISK

In a knowledge-intensive business dearth of the right people skillscould result in business corrosion

CUSTOMER RISK

In today's fiercely competitive business environment, Customerstend to migrate if expectations are not met.

Human resources function has emerged as a function of paramountimportance in every Company in the current environment. Thegrowth of a company is highly dependent on its vital humanresources. Rolta, with its years of experience, has been successful increating a strong employee culture and is able to provide a balancedsecure yet challenging work environment The Company believesthat it is necessary to recruit and retain staff possessing advancedtechnical skills. The Company places premium on its seniormanagement personnels’ ability to upgrade skill at an advanced levelwhich enable them to devise key strategies and ensure efficientorganizational management.

The Company's innovative HR practices are oriented towardsinstilling a sense of ownership among Roltaites. Rolta operates in thehigh tech business area of Geospatial / GIS, Engineering & Designand E-ICT and as a result, the business model is focused towardstechnically skilled manpower. Nearly 75 percent of Rolta'semployees possess the relevant engineering, postgraduate and PhDdegrees. This discerning recruitment policy is supplemented byconstant training and enhancement of skills, which coupled with theexcellent technical infrastructure, provides a unique workingatmosphere to its employees

The Company continuously invests in its people and believes inproviding regular training to Roltaites in their respective disciplines.The Company, in line with its corporate philosophy to enhanceemployee profile and skills, has set up Rolta Academy with cuttingedge technology, software tools and a large dedicated faculty. In viewof its acquisitions and partnerships with world leaders, the level oftechnology employed in the Company is of a very high order. It givesthe employees an opportunity to work with cutting edge technologieson an ongoing basis thereby constantly acquiring new high-endtechnical skills. Thanks to these factors the Company acquires andassimilateshigh-end technical skillson an on-goingbasis.

Rolta provides a distinctive working atmosphere to its employees.Rolta provides attractive opportunities for career enhancement; anumber of Roltaites who joined as trainees have risen to positions ofresponsibility, right up to the Director level. 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 andretention within the Company. As a result of these initiatives, Rolta'smanpower attrition rates are below the industry average. The DQ-IDC best employers' survey 2009 has ranked Rolta 1st in HRPractices and 3rd overall.

Customer risk emanates from over dependence on a limited numberof clients, which entails an adverse impact on profitability in case ofcontraction of business from these clients besides the increasedcredit risk Rolta has constantly strived to alleviate this risk bycatering to new clients besides foraying into new business domains.

Rolta brings value to its customer's business by leveraging its domainexpertise, diverse technology portfolio, IPRs and industryexperience. Rolta's ability to uniquely integrate its offerings fromthe Geospatial / GIS, Engineering & Design and E-ICT domainsmakes it a single window solution provider to its customers. Rolta'sinnovative solutions enable its customers to address businesschallenges effectively.

Rolta distinguishes between customers and acknowledges that thereis no one single technology or solution that meets requirements ofall. Rolta's domain knowledge and its acquired and developed IPRsempower it to address the special and critical needs of customers,providing them with a sound, unique and path breaking solution.

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 these long-standing relationships.

Rolta's established roots in domestic market and strategic presencein major geographies enables it to refine its offerings in domestic aswell as international markets, thereby giving it the benefit ofsynergy across operations and optimization of resources. Its strategyof initially catering to the Indian market and thereafter taking itswell developed skills to global markets enables the Company toseamlessly extend its business across various geographies. Thecompany is progressively expanding its presence in global marketsand has already setup subsidiaries in US, Canada, Europe (U.K.,Netherlands & Germany), Middle East (Saudi Arabia & UAE) andAustralia. The company has entered into joint venture with worldtechnology leaders to cater to domestic as well as global markets.

Rolta is a prominent and cost effective off-shoring alternative,despite changes in the global economy. The Company's domestic-international spread and combination of its various solutions andservices protects its overall performance from the impact ofdownturns in any specific geography. Rolta does not rely on anyspecific geographic area or specific industry segment for its growth.For example, in India, the Company's customers are from variousindustry segments, such as infrastructure, defense, oil/refinery,electricity, telecom, transportation, agriculture, forestry etc.thereby enabling it to effectively meet lower spending by any onesegment by additional business arising out of increased spending byanother segment. The Company's businesses are solution / project-oriented and not placement-oriented.

Rolta's singular domain knowledge involving an uniquecombination of Geospatial/GIS, Engineering & Design and E-ICTskills, and core competencies as its focal point enables it to be on theupper end of value chain. It deploys its resources on its customers'mission-critical projects, implementing and executing these from itsvarious offices/facilities worldwide.

GEOGRAPHY RISK

Mitigation of over dependence on any one geographic marketenables evasion of risk of downward spiral in that economy.

143

Management's Discussion and Analysis

operator in the engineering segment. The company launchedROLTA OneView a solution that integrates businessintelligence tools with enterprise level engineering databases andapplications using Rolta’s Fusion Middleware. In the EICTsegment the Company has made tremendous progress indeveloping patented uniquely agile approaches to implementingservice oriented architecture commonly referred to as SOA forlarge enterprises and with the added revenues from the businessacquired during the previous and current year the share of EICTsegment in consolidated revenues increased significantly duringthe year ended 30th June, 2009.

The Indian IT/ITES Industry continues to show resilience in theface of severe economic downturn in key markets According tothe annual NASSCOM survey , on the performance of theIndian IT-BPO services sector for F.Y 2008-09, the sectorachieved gross revenues of US$ 58.8 billion in F.Y 2008-09 asagainst US$ 52 -.billion in F.Y07-08. Export revenues recordeda growth of 16.3% and clocked revenues of US$ 46.3 billion inF.Y 2008-09 up from U.S.$ 40.4 billion in FY07-08. Thedomestic segment grew by 21.0% to register revenues of Rs.570billion as against Rs.470 billion in FY 07-08. The survey alsoprojects that export revenue shall grow at 4 to 7 percent to reachUS$ 48 to 50 billion during 2009-10. The domestic IT-BPO for2009-10 estimated at Rs. 650 billion to 670 billion representinga growth of 15.0 % .

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 Companyhas internal audit to examine and evaluate the adequacy andeffectiveness of Internal Control System. The internal auditensures that the systems designed and implemented, providesadequate internal control commensurate with the size andoperations of the Company. A world-class Oracle ERP systemhas been implemented across the organization by KPMG toserve as 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 ofthe Company consisting of non-executive independentdirectors periodically reviews and commends the quarterly, halfyearly and annual financial statements of the Company. Adetailed note on the functioning of the audit committee formspart of the chapter on Corporate Governance in this AnnualReport. The financial statements of the Company are drawnunder both Generally Accepted Accounting Standards in India(Indian GAAP) and under International Financial ReportingStandards (IFRS) and the same are audited and certified by twoseparate independent auditors.

TM

1

Industry Overview

Internal Control System and their adequacy

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 2009and 30 June 2008, 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 14 branches & regionaloffices across India combined with its ten subsidiaries located in theUSA, Canada, the UK, the Netherlands, Germany, Saudi Arabia theUnited Arab Emirates and Australia. The company has alsoestablished a 50:50 Joint Venture Company, Shaw Rolta Limitedwith Shaw Group, USA and a 51:49 Joint Venture Company, RoltaThales Limited with Thales Group of France. The Companyprovides software services and IT-based Enterprise GeospatialInformation solutions, Enterprise Design and Operation SolutionsandEnterprise IT Solutions to customers across the world.

The Company is a strong player in the Defence, Government,Infrastructure and Security markets, worldwide. Rolta serves thesemarkets by providing innovative solutions in GeospatialInformation solutions (GIS); Engineering & Design Services(EDS); and Enterprise Information & CommunicationTechnology (EICT), which includes Software Development,Advanced Security, Network Management, ERP Consulting,Business Intelligence, and for the complete stack of Oracletechnologies. Rolta, through 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 and petrochemical sectors. Rolta's joint venture withThales, France - Rolta Thales Ltd., develops and provides state-of-the -a r t C4ISTAR in fo rmat ion sys t ems , Mi l i t a ryCommunications, Digital Soldier & Vehicle System solutions,covering the entire "sensor to shooter" chain, under transfer oftechnology from Thales.

The Company has organised its business into three businessgroups (each, an “BG”): Geospatial Information solutions (GIS);Engineering & Design Services (EDS); and Enterprise Information& Communication Technology (EICT). Detailed overview ofeach Business Group forms part of SBG section in this AnnualReport. For the year ended 30th June, 2009, the GeospatialInformation solutions (GIS) segment, Engineering & DesignServices (EDS) segment, and Enterprise Information &Communication Technology (EICT) segment respectively,accounted for 45.1 %, 28.5 % and 26.3% of the Company’sconsolidated revenues, as compared to 49.5 %, 32.4 % and 18.1%for the year ended 30th June, 2008.

The company continues to maintain its leadership in the IndianDefense Geospatial market, defense and homeland securitysectors. As in the case of GIS, the Company has leveraged its ITand domain expertise to develop unique solutions for the owner

Company Overview

144

1http://www.nasscom.in/Nasscom/templates/normalpage.aspx?id=57224

Revenues

Revenues by Business Segment

The Company’s revenues are generated principally from IT-based services and solutions provided on either a fixed-price,fixed-timeframe basis or a time-and-materials basis. In thecase of long-term contracts, revenues are accrued andrecognised based on the percentage of completionthroughout the life of the contract and are recognised uponthe achievement of specified milestones identified in therelated contract. Income from maintenance contracts isrecognised proportionately over the period of the contract. Insome cases, a proportion of a contract payment may beretained by the counter party against completion of warranties. Tocover potential customer warranty claims, provisions are madeaccording to the profit realised. At completion of the contract, theremaining warranty risk is reassessed.

For the financial years ended 30th June, 2009 and 30th June,2008, consolidated revenues amounted to Rs. 13,728.13million and Rs. 10,722.14 million, respectively. Thisrepresented a growth of 28.0% for the financial year ended30th June, 2009, as compared to the financial year ended 30thJune, 2008. The increase in revenues was attributable to anincreased level of business activities from domestic &international markets across all Business Groups and also dueto accretion to revenue arising out of internationalacquisitions made during the earlier and current year.

The table below gives the consolidated revenue analysis bybusiness segment for the periods indicated:

For the financial years ended 30th June, 2009 and 30th June, 2008,consolidated revenues from Geospatial Information Solutions(GIS) and Services amounted to Rs.6,195.49 million and Rs.5,305.52 million, respectively. This represented a growth of 16.8% for the financial year ended 30th June, 2009, as compared to thefinancial year ended 30th June, 2008. The consolidated revenuesfrom Engineering Design Solutions (EDS) and Services amountedto Rs. 3,915.31 million and Rs. 3,477.00 million, respectively.

This represented a growth of 12.6 % for the financial year ended30th June, 2009, as compared to the financial year ended 30thJune, 2008. Similarly, the consolidated revenues from EnterpriseInformation & Communication Technology Solutions (EICT)and Services amounted to Rs.3,617.32 million and Rs. 1,939.62million respectively for these two financial years. Thisrepresented a growth of 86.5 % for the financial year ended 30thJune, 2009, as compared to the financial year ended 30th June,2008. The increase in revenues was attributable to an increasedlevel of orders from existing customers and increasing businessfrom new customers, and also due to revenue from the newlyacquired overseas subsidiaries, the full year revenue of whichwere consolidated in the accounts of the Company for thefinancial year ended 30th June 2009.

Other income comprises of dividend income, interest income andalso gains /(losses) from currency exchange fluctuations arisingfrom realisations and translations other than losses/gains relatingto long term asset/liabilities. For the financial years ended 30 June2009 and 30 June 2008, other income amounted to Rs. 690.44million and Rs. 169.75 million respectively. Other income wasmainly due to dividend received from investment in debt fundsand interest received from investment in fixed deposits with thebanks. Other income for financial year ended 30 June 2009 alsoincludes profit on account of repurchase of FCCB,s at a discountto the extent of Rs. 250.30 million.

The Company's expenditure principally consists of material costs,employee costs, administrative and selling expenses, as well asfinancial and depreciation charges.

For the financial years ended 30th June, 2009 and 30th June, 2008,consolidated expenses amounted to Rs. 11,085.82 million and Rs.8,207.28 million. This represented an increase of 35.1% for thefinancial year ended 30th June, 2009, as compared to the financialyear ended 30th June, 2008. For the financial years ended 30thJune, 2009 and 30th June, 2008, consolidated expenses, as apercentage of sales were 80.7 % and 76.6 %, respectively.

The table below shows the principal components of theCompany's costs for the periods indicated:

Other Income

Expenses

Segment wise Revenue Y.E June 30,2008

Geospatial / GIS 6,195.49 5,305.52Enterprise Design 3,915.31 3,477.00Enterprise Information & 3,617.32 1,939.62Communication Technology

Geospatial / GIS 2,621.02 2,121.94Enterprise Design 1,487.31 1,357.71Enterprise Information & 526.93 417.75Communication Technology

Total 13,728.13 10,722.14

Segment wise Profit

Total 4,635.26 3,897.40

Rs in Million

Y.E June 30,2009

Materials Consumed 1,967.94 14.3 2,560.34 23.9Employee costs 5,486.66 40.0 3,200.78 29.9Other Expenses 1,638.26 11.9 1,063.62 9.9Depreciation 1,867.12 13.6 1,382.54 12.9Interest Cost 125.84 0.9 - -

2008 % to

Million)

Total 11,085.82 80.7 8,207.28 76.6

(Rs. In Sales2009 % to

Million)(Rs. In Sales

145

Other Expenses

Depreciation and Amortisation

Interest Cost

Other expenses include electricity expenses, repairs andmaintenance, sales promotion expenses, legal and othermiscellaneous expenses.

In the financial years ended 30th June, 2009 and 30th June, 2008,other expenses amounted to Rs.1,638.26 million andRs 1,063.62 million respectively. This represented an increaseof 54.0 % for the financial year ended 30th June, 2009, ascompared to the financial year ended 30th June, 2008. Otherexpenses as a percentage of sales was at 11.9% in the financialyear ended 30th June, 2009 as compared to 9.9 % in thefinancial year ended 30th June, 2008 and the increase in otherexpenses was mainly on account of increasing number offacilities and people consequent to recent acquisitions and alsogeneral increase in cost of various inputs.

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 land and buildings. The company has madeextensive investment in development facilities both in its existingunit and new unit like SEZ unit in India on account of the fact thatthe company's business model is oriented towards an offshoremodel and also to avail tax benefits available for new unit in SEZ.Almost 80 percent of the engineers / software professionals arelocated in India, which in turn requires continuous addition tospecialized computer systems and solutions. This offshorebusiness model entails large investment in gross block.

Depreciation and amortisation expenses for the financial yearsended 30th June, 2009 and 30th June, 2008 were Rs. 1,867.12million and Rs. 1,382.54 million. The Company addedspecialised computer systems and tools during the financial yearended 30th June 2009 to support its various solutions and servicesin the domestic and export markets. Due to these additionsdepreciation and amortization expenses have gone up by 35.1 %for the financial year ended June 30, 2009 as compared to theprevious financial year. However, depreciation charges as apercentage of sales increased marginally from 12.9 % in thefinancial year ended 30th June, 2008 to 13.6 % in the financialyear ended 30th June, 2009.

Interest cost reflects the interest payable by the Company on itsborrowings. Interest cost for the financial years ended 30th June,2009 and 30th June, 2008 was Rs. 125.84 million and Rs. Nilmillion respectively. During the current year company and itssubsidiaries utilized the lines of credit sanctioned by its bankersfor certain acquisitions, capital expenditure and otherrequirements. However, Company has managed its cashflowprudently and has kept its borrowings at the minimum level.

Material Consumed

Employee Costs

Material consumed principally comprises of imported packedsoftware, software toolkits, hardware and peripheral parts andspares needed to execute the contracts & projects awarded to theCompany and also cost of third party sub-contracting of services.

In the financial years ended 30th June, 2009 and 30th June, 2008,material consumed amounted to Rs. 1,967.94 million and Rs.2,560.34 million. This represented a decline of 23.1% in thefinancial year ended 30th June, 2009, as compared to the financialyear ended 30th June, 2008. For the financial years ended 30thJune, 2009 , material consumed as percentage of sales declined to14.3 % from 23.9 % for the financial year ended 30th June 2008.

The change in the level of material consumption as a percentageof sales was attributable to the change in the business mix ofsolutions and services undertaken by the Company in the relevantperiods, the provision of such solutions and services beingdependent on the orders that the Company receives and theneeds of the Company in order to be able to execute those orders.With the Company moving up in the value chain with itsinternally developed and acquired IPRs, there is less dependenceon third party software products resulting in a reduction inmaterial cost.

Employee costs comprise salaries, wages, bonuses, provident fundcontributions and welfare expenses.

Employee costs increased in the financial years ended 30th June,2009 to Rs. 5,486.66 million from Rs. 3,200.78 million infinancial year ended 30th June, 2008. This represented an increaseof 71.4 % for the financial year ended 30th June, 2009, ascompared to the financial year ended 30th June, 2008.

The increase in employee costs was mainly on account ofinternational acquisitions made during the earlier and current yearand also on account of sales mix of these new overseas subsidiariesoriented towards service contracts entailing more of manpowercost. The increase in the cost was also on account of increasedutilization of skilled manpower to focus on development of IPRsto enable the Company to go up in the value chain. The employeecosts as a percentage of sales increased from 29.9 % in thefinancial year ended 30th June, 2008 and to 40.0 % in the financialyear ended 30th June, 2009.

The Company has created an amiable environment that encouragesinnovation and meritocracy. The Company has evolved a scalablerecruitment policy and human resources management process,thereby attracting and retaining high caliber employees TheCompany takes various steps to ensure high motivation andretention levels for its employees. These include a series of variousincentives, bonuses and variable salary component provided basedon performance. The Company has always been ranked high bothfor its healthy employee satisfaction level, low attrition and highretention rates.

146

Net Income before tax

Income tax

Net Income after tax

Share Capital

Net income before tax for the financial years ended 30th June,2009 and 30th June, 2008 amounted to Rs. 3,340.12 million andRs. 2,684.61 million. This represented an increase of 24.4%over the period.

The increases in net income before tax were due to theCompany's Organic growth & also inorganic expansion of itsactivities. The growth in net income before tax is in line withthe growth in business.

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, 2009 and30th June, 2008 , income tax expense including fringe benefit tax,wealth tax and deferred tax liabilities amounted to Rs. 401.85million and Rs. 387.80 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 in Indiaunder Section 10A and 10AA of the Income Tax Act, 1961. Theeffective tax rate for the Company worked out to 13.0 % in thefinancial year ended 30 June 2009 and 14.4 % in the financial yearended30 June 2008.

For the financial years ended 30th June, 2009 and 30th June, 2008,net income after tax amounted to Rs. 2,938.27 million andRs. 2,305.95 million, respectively.

The net profit margin of the Company for the years ended 30thJune, 2009 and 30th June, 2008 was 21.4% and 21.5%. The tablebelow shows the Company's amount of net sales and its profitafter tax for the periods

The Company has transformed its business model from aportfolio that is service-centric and elevated its offerings to ahigher value proposition by focusing on enterprise levelsolutions .Rolta has developed innovative solutions incorporatingits own Intellectual Property which serve as differentiatorsenabling the Company to sell more effectively and at higher levelsof value chain. The Company has leveraged the expertise ofoverseas subsidiaries acquired recently and also its ownedsoftware assets into the existing business of the Company therebyimproving the margins in the long term.

As at 30 June 2009, the Company's authorised share capital wasRs. 2,500,000,000 (two and half billion rupees), comprising

250,000,000 (two hundred fifty million) equity shares of Rs.10each, of which 161,006,615 equity shares of Rs.10 each,amounting to Rs. 1610.06 million were issued and fully-paid.During the year a total of 109,064 shares amounting to Rs. 1.09million were issued to the employees on account of the exerciseof stock options.

The company did not have any preference shares on its booksas on 30 June 09 nor had issued any share warrants except forstock options granted to employees under the Company'sEmployee Stock Option Plan (in line with the guidelinesissued by SEBI). The details as required by SEBI regulationsin regard to grant of options are given in Annexure to theDirectors' Report. The Company had in its books as on June30, 2009, Foreign Currency Convertible Bonds (FCCBs) forUS $ 111.69 million convertible into equity shares at aconversion price of Rs. 368.70 each.

Reserves & Surplus as on 30th June, 2009 was Rs. 12,805.57million as compared to Rs. 10,247.44 million as on 30th June,2008. During the year an amount of Rs. 7.13 million wastransferred to Share Premium account arising out of sharesissued to employees in exercise of stock options. An amount ofRs 388.57 million was transferred to General Reserve fromProfit and Loss Account.

An amount of Rs 382.30 million was debited to Securities PremiumAccount towards redemption premium on FCCBs accrued till June 30,2009. An amount of Rs 130.39 million was credited to SecuritiesPremium Account towards reversal of premium on buy back of FCCBs.Net of dividends and dividend tax, Rs. 8,203.41 million was retained intheProfit&Lossaccount.

The Company's investment in liquid mutual funds was Rs. 354.17million as on 30th June, 2009 as compared to Rs. 2,816.25million as on 30th June, 2008. The decrease in investment wasmainly on account of utilization of funds towards overseasacquisitions and creation of developmental facilities in India.

The Company's requirement for liquidity and capitalprimarily arises from the capital cost of the expansion anddevelopment of its infrastructure facilities, and its workingcapital requirements.

Historically, the Company has relied upon a combination of cashgenerated from operations, working capital facilities from banksand long-term borrowings from financial institutions and alsofunds raised through various capital issues to fund itsrequirements.

Reserves & Surplus

Investments

Liquidity and Capital Resources

Net Sales 13,728.13 100.0 10,722.14 100.0Profit after Tax 2,938.27 21.4 2,305.95 21.5

2008 % to

Million)(Rs. In Sales

2009 % to

Million)(Rs. In Sales

147

equitable mortgage on part of the fixed assets of the parentCompany. Other term loans are secured by floating charge on thecurrent assetsof theparentCompany.

The company has in its books unsecured loans amounting toRs. 6109.04 million representing outstanding Foreign CurrencyConvertible Bonds (FCCBs) US $ 111.69 million (Rs 5346.60million) and the redemption premium on the bonds accrued till30th June,2009 amounting toRs762.44million.

The FCCBs were issued for US $150.0 million (Rs.6111.0 million)by the Company in June 2007 and these Zero Coupon Bonds, ifnot converted, are redeemable in June 2012 at 139.391 % of itsprincipal amount. The company repurchased in June 2009 FCCB'sfor US $ 38.31 million (Rs.1833.9 million) as per guide lines issuedby RBI. These FCCB's were repurchased at a discount of 25.0% tothe accreted value of US $ 43.67 million of FCCB,s. The buy backtransaction resulted in a gain of US $ 10.92 million . The Companyhas recognised a net gain of Rs. 250.22 million on the said buybackas 'Other Income' and reversed by crediting to Securities PremiumAccount, the redemption premium aggregating to Rs. 130.39million provided on FCCBs repurchased till 30th June, 2008, theremaining gain having been netted off against the premiumprovided for2009-10.

With these repurchase FCCB,s for US$ 111.69 million (Rs. 5346.60million) remain outstanding as on 30th June 2009. As debt thesebonds carry no coupon till redemption. As per AccountingStandards there is no need to provide for the premium payable atredemption, since it is only contingent on repayment and notpayable if FCCBs are converted into equity shares. However, as amatter of prudence, the Company has provided for the same out ofsecuritiespremium accountaspermittedunder Indian regulations.

In line with the notification dated 31st March, 2009 issued by TheMinistry of Corporate Affairs, amending Accounting Standard (AS)11 “The Effects of Changes in Foreign Exchange Rates', theCompany has chosen to exercise the option inserted in the standardby thenotification.

Accordingly with retrospective effect from 01st July 2007 exchangedifferences on all long term monetary items , to the extent suchitems are used for financing fixed assets were added to/subtractedfrom the cost of those fixed assets and depreciated over the balanceuseful life of the asset and in other cases were accumulated in the'Foreign Currency Monetary Item Translation difference Account'to be amortised over the balance period of such long term monetaryitem but not beyond 31st March, 2011. As a result the Companyadjusted to the opening General Reserve Rs. 314.83 million (net ofdepreciation amounting to Rs. 0.20 million) which was recognizedin the Profit and Loss Account in previous financial year ended 30thJune, 2008, added to fixed assets and capital work-in-progressRs.746.15 million being the exchange differences on long termmonetary items relatable to the acquisition of fixed assets, charged

Cash Flow

Debts

The following table sets out the Company's consolidated andsummarised cash flows for each of the periods indicated:

Net cash inflow from operating activities for the financialyears ended 30th June, 2009 amounted to Rs. 3,602.68million. This represents an increase of 0.3 % for the financialyear ended 30th June, 2009, as compared to the financial yearended 30th June, 2008.

Net cash outflow from investment activities for the financial yearended 30th June, 2009 amounted to Rs. 6,401.80 million ascompared to Rs 6,891.34 million for the financial year ended30th June, 2008. In line with its policy to create its owninfrastructure, the Company added new facilities in the year inline with its increasing business. The Company also made largeinvestment in specialized computer systems and solutions asdiscussed in detail under the heading “ Capital expenditure”which, accounted for a cash outflow of Rs. 7,638.60 million andconsideration for acquisitions accounted for Rs 1,429.98 millionin the financial year ended 30th June, 2009. The inflow of Rs2,666.77 million was represented by sale of investment in LiquidMutual Funds.

Net cash inflow from financing activities for the financial yearended 30th June, 2009, amounted to Rs. 1,576.58 million whichincluded an inflow Rs 8.22 million from issue of new shares out ofESOP Grants. External Commercial Borrowings from 'Bank OfIndia', and 'Union Bank Of India' and rupee term loan from 'UnionBank of India accounted for an inflow of Rs. 3,848.12 million . Theoutflow on account of payment of dividends, including dividend taxamounted to Rs 576.02 million in the year ended 30th June, 2009 ascompared to Rs. 472.85 million in the year ended 30th June, 2008.The outflow towards the repurchase of FCCB,s was Rs 1,583.67million and interest payment was Rs. 117.63 million for the yearended30th June,2009.

The company has in its books secured loans amounting toRs.3,858.31 million representing 'External CommercialBorrowings' of Rs. 2,537.11 million and 'Other Term Loans' ofRs. 1,321.20 million The external commercial borrowing from Bankof India is secured by floating charge on current assets of the parentCompany and from Union Bank of India is secured by way of

2008(Rs. In

Million)

Cash inflow/(outflow)from operating activities 3,602.68 3,591.81Cash inflow/(outflow) from investmentactivities( Including Acquisitions) (6,401.80) (6,891.34)Cash inflow/(outflow) from financing 1,576.58 (491.72)Cash and cash equivalents at the end of year 1,375.76 2,598.30

2009(Rs. In

Million)

148

to the Profit and Loss Account Rs. 125.22 million and Carriedforward Rs. 154.32 million in the 'Foreign Currency Monetary ItemTranslation Difference Account' being the amount remaining to beamortised.

The Company's capital expenditure incurred during the financialyears ended 30th June, 2009 and 30th June, 2008 amounted toRs. 7,638.60 million and Rs. 3,490.91 million. The company ismaking extensive investment in development facilities like SEZ unitin India including new facilities on account of the fact that thecompany's business model is oriented towards an offshore model.It is also imperative for the Company to continuously add andupgrade its specialized computer systems and tools in order tosupport its various solutions and services in the domestic and exportmarket, particularly as such assets are production equipments forthe Company for generation of revenue. Additions made to themanpower of the Company also makes it necessary for substantialinvestment in specialized systems to render this workforceproductive. Further such large investments made by the Companyhas resulted in reduction inoverall cost byminimizing lease rentals.

The Company's working capital (excluding cash and BankBalance) as at 30th June, 2009 and 30th June, 2008 wasRs. 4,620.16 million and Rs. 3,553.26 million.

The Company's receivables as at 30th June, 2009 and 30th June,2008 were Rs. 5,950.95 million and Rs. 5,017.80 million.The Company 's projects in the domestic and overseas markets arespread over a time horizon of a year to three years with paymentslinked to individual milestones/completion of each project.Depending on the nature and internal policies of the relevantcounter party, upto 20 per cent. of the project value is held back as aretention and is realised by the Company only after expiry of theproject and/or warranty period. This process, together with the factthat the payment cycles of Government agencies tend generally tobe longer 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 maintained at 156 days in thefinancial year ended 30th June, 2009 as against 153 days in thefinancial year ended 30th June, 2008 (after annualizing the revenueof subsidiaries acquired during the course of the year).

Inventories as at 30th June, 2009 and 30th June, 2008 wereRs.104.52 million and Rs. 214.55 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 7 days of sales in the financialyear ended 30th June, 2008 to 3 days in the financial year ended30th June, 2009.

Capital Expenditure

Working Capital

Loans and advances were Rs. 1,168.71 million as on June 30, 2009as against Rs. 945.17 million in June 2008. 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 etcwhich stood at Rs. 2,740.20 million as on 30th June, 2009 was inline with current liabilities and provisions of Rs. 2,839.56 millionas on 30th June, 2008.

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 30,2009 drawn under the International Financial ReportingStandards (IFRS), duly audited in accordance with InternationalStandards on Auditing by M/s Grant Thornton, a leadingInternational Accounting firm.

As per the consolidated accounts drawn under IFRS, theCompany recorded revenues of Rs. 13728.1 million for thefinancial year ended June 30, 2009, whilst the net profit after taxfor the year was Rs. 1,891.6 million.

The difference in the net profit as arrived under the GenerallyAccepted Accounting Practices in India and net profit under IFRSwas Rs. 1,039.3 million which is mainly on account of variation inthe method of accounting for depreciation/amortisation(Rs. 223.3 million), share based payments to employees(Rs.27.3 million), accounting for redemption premium andexchange fluctuations on FCCBs ( Rs. 933.9 million) and deferredtaxation ( Rs. 145.2 million.)

In our report we have disclosed forward looking information sothat investors can better understand a company's future prospectsand make informed investment decisions. This annual report andother written and oral statements that we make from time to timecontain such forward looking statements that set out anticipatedresults based on management's plans and assumptions. We havetried wherever possible to identify such statements by usingwords such as ' anticipate', 'estimate', 'expects', 'projects','intends', 'plans', 'believes', and words and terms of similarsubstance in connection with any discussion of future operating orfinancial performance. We cannot guarantee that any forward-looking statement will be realized, although we believe we havebeen prudent in our plans and assumptions. Achievement of futureresults is subject to risks, uncertainties and inaccurateassumptions. Should known or unknown risks or uncertaintiesmaterialize, or should underlying assumptions prove inaccurate,actual results could vary materially from those anticipated,estimated or projected. Investors should bear this in mind as theyconsider forward-looking statements. We undertake noobligation to publicly update any forward-looking statements,whether as a result of new information, future events or otherwise.

Consolidated Financial Results under International FinancialReporting Standards (IFRS).

Forward Looking Statement

149

Directors' Profile

Mr. Kamal K. SinghPromoter, Chairman and Managing Director

Mr. Singh is the founder Chairman of the Rolta group of

companies. He is a first-generation entrepreneur and

promoted the Rolta group in the 1970s. He is recognised as a

pioneer in the CAD/CAM/GIS field in India and has over 36

years' experience in all aspects of corporate management

including finance, technology and international business.

Mr. Singh is a Mechanical Engineer with a Master in Business

Administration. Mr. Singh's tenure as the Company's

Managing Director is contractually ends on 30th June, 2012.

Mr. Singh's other directorships include Rolta International

Inc. (USA), Rolta Saudi Arabia Ltd, Rolta Benelux BV, Rolta

Deutschland GmbH, Rolta Middle East FZ-LLC, Rolta UK

Limited, Rolta Canada Limited, Rolta Asia Pacific Pty. Ltd.

(Australia), Rolta Limited, Rolta Resources Pvt. Ltd., Rolta

Properties Pvt. Ltd., Rolta Realty 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 TUSC Inc. (USA), Piocon Technologies Inc. (USA),

Shaw Rolta Limited and Rolta Thales Limited.

Mr. Singh is the Honorary Consul-General of Ukraine in

Mumbai for the territory of certain Indian States. He is also

an Executive Committee member of FICCI, ASSOCHAM

and other premier trade organizations. He is the President of

the "Association of Geospatial Industries". He has also served

on the Board of Punjab National Bank, one of the leading

Indian Banks, as a Government of India nominee Director.

He has received numerous industry honours like the

"The Best IT Man of the Year 2005" award by the Foundation

of Indian Industry & Economists, the "Oceantex 2006

Leadership & Excellence" for Technology Service Provider,

the "Amity Leadership 2007" award for Sectoral Excellence

in IT based Solutions, the "Glory of India" award by the

Institute of Economic Studies and the "2007 IMM Award for

Excellence as Top CEO" by the Institute of Marketing

Management. He has recently been bestowed the

"Lifetime Achievement Award" by the august hands of the

Hon. Vice President of India, at Map World and the

"Geospatial Leadership Award 2008" by Geospatial Today.

Mr. R. R. Kumar

Mr. K. R. Modi

Lt. Gen. J. S. Dhillon (Retd.)

Mr. Behari Lal

Mr. V. K. Agarwala

Director

Director

Director

Director

Director

Mr. Kumar is the former Chairman and Managing Directorof Union Bank of India and has over 41 years' experience inbanking and finance. His academic qualifications include aBachelors degree in Arts and also in Law. He has been aDirector of Rolta since the Company's inception. His otherdirectorships include Haldyn Glass Ltd., KJMC FinancialServices Ltd., Eastern Medikit Ltd., Golden Tobacco Ltd.,IVP Ltd. and Golden Realty & Infrastructure Ltd.

Mr. Modi is an advocate and solicitor by profession withover 31 years' experience. His academic qualificationsinclude a Bachelors degree in Arts and Law. He is a seniorpartner with Kanga and Co., advocates and solicitors, whoalso act as the Company's legal advisors. Mr. Modi has beena Director of Rolta since 1989. Mr. Modi is also a director ofAlok Industries Ltd.

Lt. Gen. Dhillon (Retd.) is a former Master GeneralOrdnance (MGO) of the Indian Army, from which heretired in 2001. He holds a Master of Arts degree in DefenceStudies and was awarded the Param Vishishtha Seva Medaland the Yuddha Seva Medal for his outstanding service inthe Indian Armed Forces. He is also the Managing Directorof Millicent Motors Ltd and Director in Agilyst Pvt. Ltd.

Mr. Behari Lal is a former member of the Income TaxAppellate Tribunal and is experienced in income tax andlegal matters. His academic qualifications include aBachelors degree in Arts and Law. Mr. Behari Lal has over 36years of experience in the legal field. Mr. Behari Lal is not adirector in any other company.

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 inlaw and a Diploma in Business Management. Mr. Agarwala isa member of the managing committee of The All IndiaExporters' Chamber. Mr. Agarwala has over 36 years ofexperience in corporate management and is a director inPrakriti Exports Pvt. Ltd, Shanker Kapda Niryat Pvt. Ltd.and Carreman Fabrics India Ltd., Partner as Karta of HUFnamely V & K Associates and also a Governing Council inICL Education Society.

150

Mr. V. K. Chopra

Dr Aditya K. Singh

Mr. Atul Dev Tayal

Director

Joint Managing Director

Joint Managing Director

Mr. V. K. Chopra is a Commerce Graduate from ShriramCollege of Commerce, New Delhi and a Fellow Member ofThe Institute of Chartered Accountants of India. He hasheld various top positions during his 38 years of experiencein Banks; including 3 years as Chairman & ManagingDirector in Corporation Bank, Mangalore & SIDBI, Delhi /Lucknow; 3 years as Executive Director in Oriental Bank ofCommerce and 31 years as General Manager, Central Bankof India, Mumbai; his last assignment being as a Whole TimeMember in SEBI, for about a year. Mr. V. K. Chopra is aDirector in Rasandik Engineering Industries India Ltd.,Dewan Housing Finance Corporation Ltd., FCH CentrumDirect Ltd., Landmark Properties Development Ltd., RFCLLtd., Pantaloon Retails India Ltd., Jaybharat Textiles andReal Estate Ltd., Havells India Ltd., Future Finance Ltd.,Pegasus Asset Reconstruction Pvt. Ltd., Religare India AssetManagement Co. Ltd., Orix Auto Infrastructure ServicesLtd., SIDBI Venture Capital Ltd., MetLife Insurance IndiaLtd., Reliance Capital Pension Fund Ltd. and MilestoneCapital Advisors (P) Ltd.

Dr Aditya K. Singh was appointed as Joint ManagingDirector of the Company in September 2004. Mr. Singhholds a Masters Degree in Commerce and BusinessAdministration and a Doctorate Degree in InternationalMarketing from the University of Mumbai. His otherdirectorships include Rolta Ltd., Rolta Holding and FinanceCorporation Ltd, Rolta Shares and Stocks Pvt. Ltd, RoltaRealty Limited, Rolta Infrastructure & Technology ServicesLimited, Rolta Infotech Ltd (UK), Rolta Infotech Ltd (HongKong), Rolta Infotech (US) Inc., Rolta Infotech (NY) LLC,Rolta Thales Ltd. and Advance Automation And ProcessControls Pvt. Ltd. His tenure as Joint Managing Directorcontractually ends on 30th June 2012.

Mr. Atul Tayal has been with Rolta for 23 years and has servedin various managerial capacities in the IT industry. Mr. Tayal'scorporate management experience includes marketing,technology and international business. Prior to hisappointment on the Board, he was the Executive Director -Sales of the Company. His academic qualifications include aBachelors degree in Commerce and an MBA. He is Director incharge of Shaw Rolta Limited and Managing Director of RoltaThales Limited. His tenure as Joint Managing Directorcontractually ends on 16th February 2012.

Mr A. P. Singh

Mr. Ben Eazzetta

Mr Hiranya Ashar

Joint Managing Director

Director & President InternationalOperations

Director Finance & Chief FinancialOfficer

Mr. A. P. Singh has been with the Company for over 26years and was appointed as Joint Managing Director inApril 2007. His academic qualifications include Bachelors ofTechnology from IIT, MBA in Marketing and a Diploma inIndustrial Management from Delhi University. He has over36 years of experience and has worked with Siemens, IBMand Metalbox in the past. Mr. A P Singh's otherdirectorships include Rolta International, Inc, Rolta SaudiArabia Ltd, Rolta Benelux BV, Rolta Deutschland GmbH,Rolta Middle East FZ-LLC, Rolta UK Limited, Rolta CanadaLimited, Rolta TUSC Inc., Shaw Rolta Limited, Rolta ThalesLimited and Piocon Technologies Inc. His tenure as JointManaging Director contractually ends on 31st March 2012.

Mr. Ben Eazzetta is President International Operations andholds a Bachelor's degree in nuclear engineering & a Master'sdegree in Mechanical Engineering from Georgia Tech. Prior tojoining Rolta Mr. Eazzetta was President, Security,Government & Infrastructure Division of IntergraphCorporation. Prior to his taking over as President of SG&I,he was the COO of Intergraph's power, process and marinedivision and prior to that he was with Exxon for 12 years withextensive experience in plant economics, improvementprogrammes, technical initiatives, refinery operations andmaintenance. His other directorships include Open GeospatialForum (Non-Profit), Rolta International, Inc, Rolta SaudiArabia Ltd, Rolta Benelux BV, Rolta Deutschland GmbH,Rolta Middle East FZ-LLC, Rolta UK Limited, Rolta CanadaLimited, Rolta TUSC Inc., Piocon Technologies Inc. He is alsoAdvisor in Advisor Marlin WOIF Strategies (Non-profit).

Mr. Hiranya Ashar is Director-Finance and Chief FinancialOfficer of the Company. He is a Commerce Graduate and anAssociate Member of The Institute of Chartered Accountantsof India. He has over 12 years of experience in managingcorporate finance, project management, financial planningand analysis, funds raising, taxation, audit and investorrelations. His tenure as Director- Finance and Chief FinancialOfficer ends on 31st October 2009.

151

Mr. Hiranya AsharDirector, Finance & CFO

Mr. Atul D TayalJt. Managing Director

Mr. Ben EazzettaDirector & President, International Operations

Mr. A P SinghJt. Managing Director

Mr. Behari LalIndependent Director

Mr. V K ChopraIndependent Director

Dr. Aditya K SinghJt. Managing Director

152

Mr. K K SinghChairman & Managing Director

Mr. R R KumarIndependent Director

Mr. V K AgarwalaIndependent Director

Lt Gen J S Dhillon (Retd.)Independent Director

Mr. K R ModiIndependent Director

Board of Directors

Mr. John HalsemaSr. VP Homeland Sec & Pub Safety, US

Dr. S R BhotDirector Ops. - Domestic EITS

Mr. Aloke ChakrabartiDirector Ops. - Administration

Mr. Robert Winslow BrittonDirector Ops. - EGIS

Mr. Karl SeilDirector Ops. - EDOS

Mr. Jean-Christophe RivasCTO - RTL

Mr. Laxmidhar V GaopandeDirector Ops. - EITS S/W Products & Projects

Mr. S K ShirguppiDirector Ops. - Domestic

Mr. Vinay K SawarkarDirector Ops. - ERP, IT & HR

Mr. Eli WawiPresident - SWRL

Mr. Satinath SarkarSr VP - EGIS Product Devpt, Intl.

Mr. A C Suresh BabuSr. Exec. Director - Engg., SWRL

Mr. Mark WoelkeSr VP- Finance - CFO - Intl. Ops.

Mr. Donald DavisSr. VP - EPM & BI

Mr. Anthony CatalanoSr. VP - EITS Delivery

Mr. Barry WiebeSr. VP - EITS Sales, US

Mr. Tim MahoneyPresident EU / EVP APAC

Mr. Rich NiemiecPresident EITS, Intl.-

Mr. Blane SchertzExec. VP - Intl. BD

Mr. John SasserPresident - MEA

Mr. Jack T LeaheyExec. VP - EDOS, US

Mr. Brad BrownRolta-TUSCCTO -

Mr. Reggie PeaglerExec. VP - EGIS, US

Mr. Shafiq JiwaniEVP - EGIS BD, RCL

153

Lt Gen P P S Bhandari (Retd.)President RTL & Director Ops. - Defense

Management Team

Management Team

Mr. Somnath MarthiSr. Exec. Director - EGIS Servs.

Mr. Chandrakant NaikExec. Director - SWRL

Mr. Shailesh RailkarExec. Director - ProjectEngg - SWRL

Mr. Louis RemediosExec. Director - EGIS Servs.

Mr. R K VarmaExec. Director - Admin. & Infrastructure

Mr. S G MukundExec. Director - Domestic Sales

Mr. M K GovindExec. Director - Corp. Marketing

Dr. C D MurthyExec. Director - BD - Photogrammetry& Imaging Solutions.

Maj Gen Kunal Mukherjee (Retd.)Exec. Director - Defense Sales

Mr. Dineshkumar KapadiaExec. Director - Finance

Mr. Rajbir Singh RathiExec. Director - Domestic EGIS

Mr. Sushil Dattatray KulkarniExec. Director - Engg. & Design Servs.

Mr. Rupam Kiritkumar VakilExec. Director - Engg. Sales

Maj Gen K. C. Mehta (Retd.)Exec. Director - Defense

Mr. Ashis Kumar BasuExec. Director - Engg. & Design Servs.

Mr. Ravindra KalaExec. Director - Finance

Mr. Sandeep N OhriExec. Director - Business Ops., Def / RTL

Mr. Kiran Arun KulkarniExec. Director - Oracle & CA Servs..

Mr. Inder Jit ChhabraExec. Director - Engg. & Design Servs.

Mr. Anil Kumar DasExec. Director - S/W Prod.

Mr. Ravindra N KondekarExec. Director - S/W Products

Mr. A O JosephExecutive Director - HR

Mr. Richard BevisExec. Director - EITS

Mr. Kamlesh K MehtaExec. Director - ERP.

Mr. Anindya ChatterjeeExec. Director - EDOS

154

Management Team

Mr. Sanjay Shyam BellaraExec. Director - EITS

Mr. Anand PrakashReg. Director - Sales North

Mr. Sunil MoneProj. Director - Defense

Mr. Thomas KuruvillaProd. Director - Defense

Mr. Bala Gangadhara PRCProd. Director - Engg. & Design Servs.

Dr. C R BannurProd. Director - Govt. & Infrastructure Sols

Mr. Umesh Kumar PanthulaProd. Director - Utilities & Communications

Mr. Narayan Domaji IngoleProd. Director - Engg. & Design Servs.

Mr. Ashok Kumar GakharProd. Director - RTL

Mr. Venkatesh KamakotiReg. Director - Sales South

Mr. Anantha Krishna SharmaProd. Director - Engg. & Design Servs.

Mr. Anjum ShahabRegional Director - Defense

Mr. Selvapandian ThiruvengadamProduction Director - EGIS

Mr. Tejinder P VohraVP- EGIS BD, US

Mr. Ed PascuaVP - EITS Sales, US

Mr. Dave VenturaVP - EITS Federal, US

Mr. Reida ElwannasVP - EGIS Sales, Middle East

Mr. Bill ToebbeVP - Rolta-TUSC EPM

Mr. Mike CochranVP - Rolta-TUSC EPM

Mr. Bill LewkowVP - EITS Sales, West US

Mr. Mike ButlerVP - Rolta-TUSC

Mr. Roger BaroutjianVP - EDOS Sales, Middle East

Mr. Matthew VranicarPresident Piocon & VP of BIDW,Rolta TUSC (Piocon)

Mr. Eric CamplinVP - EDOS BD

Mr. Richard MartinVP - EDOS BD

155

Management Team

Mr. Biswajit DebrayExec. VP - SWRL

Mr. Ignacio GuerreroChief Architect – Geospatial Products

Mr. Scott BridgesVP- Sales NA EGIS, US

Mr. Jeff KuranExec. Director - EGIS BD

Mr. Ali LalaniFinance Controller - US

Mr. Nathan ThiyaSr Director- EGIS Development

Mr. Rajen JariwalaSr. Director - HR & Admin, US

Mr. Burk ShervaSr. Director - Marketing Rolta-TUSC

Mr. Mark EdwardsDirector - EGIS Europe

Mr. Kenneth BryantDirector - EGIS Tech. Proj., Europe

Mr. Mallik ManemDirector - EDOS Project Delivery

Mr. Nitin KhadseDirector - EITS USDelivery,

Mr. Shourya ShuklaDirector - EGIS Architecture

Mr.Faizal HashamDirector - EGIS Partner Relations

Mr. Sujee SabanathanDirector - EGIS Technology Servs.

Mr. Shawn MorganDirector - EGIS Implementation

Mr. Julian ZambraDirector - EITS , EuropeSales

Mr. Sameer BabbarDirector - EGIS , Asia Pac.Sales

Mr. John GallacherDirector - EDOS , EuropeSales

Mr. David KingsburyDirector - Sales NA EGIS, US.

Mr. Satish W SarwateExec. VP - RTL

Dr. Prakash Govind BendaleExec. VP - SWRL

Mr. Somasundaram CExec. VP - SWRL

Mr. Somashekar K SathnurExec. VP - SWRL

Mr. Mohan Shriram ChitaleExec. VP - SWRL

156

Mr. Dharmesh S DesaiExec. VP - Legal & Company Secretary

Management Team

Mrs. Meenakshi GanjuExec. VP - SWRL

Ms. Debjani Ashis SarkarExec. VP - SWRL

Mr. Mahesh Madhav GhanekarExec. VP - SWRL

Mr. Somasundaram SubramanianExec. VP - SWRL

Mr. Pramod Kumar SinhaExec. VP - SWRL

Mr. Subodh MendhurwarExec. VP - EITS

Mr. Sunil DubeyExec. VP - Defense Sales

Mr. Ramasubramanian KasiExec. VP - Commercial

Mr. Deepak Sadanand VedakExec. VP - EGIS

Mr. Shivnarayan PareekExec. VP - Engg. & Design Servs.

Mr. Vidyadhar DalviExec. VP - EITS.

Mr. Anil M SonavaneExec. VP - EDOS

Mr. Vinod K SinghExec. VP - Corporate IT.

Mr. Vilas PikleSr. VP - SWRL

Mr. Mandar KarandikarSr. VP - SWRL

Mrs. Neelima PandeySr. VP - SWRL

Mr. Rohinton Kariman PatelVP - SWRLSr.

Mr. Prashant Vishnupant NaikSr. VP - SWRL

Mr. Pramod G KarnavatSr. VP - Sales West

Mr. Rajan Achuth MenonSr. VP - EGIS Servs.

Mr. Rafiq Abdul Rehman RajpuriyaSr. VP - EGIS Servs.

Mr. Ashok YoganandSr. VP - EDOS

Mr. Nirmal Kumar KothariSr. VP - Infrastructure

Dr. Deb Jyoti PalSr. VP - S/W Products

157

Management Team

Mr. Samir Chandrakant RaneSr. VP - ERP

Mr. Ashoka TaomarSr. VP - EGIS Proj.

Mr. Makarand V SheteSr. VP - EITS

Mr. Ramaiah ManimuthuSr. VP - EGIS.

Mr. Kamlesh Kumar TeckchandaniVP - DefenceSr.

Mr. Naresh Vasant KamerkarVP - FinanceSr.

Mr. Amit JainSr. VP - Sales North

Mr. Deepak PandhiVP - Sales GujaratSr.

Mr. Paresh Sharad TipnisSr. VP - EITS

Mr. Shripad Dattatray TatkeVP - DefenseSr.

Mr. Sanjay KishoreSr. VP - RTL

Mr. Harsh ManochaSr. VP - EITS.

Mr. S N GuptaVP - SWRL

Mr. Chandrakant KarkareVP - Finance

Mr. Hiten ValiaVP - Corp. Marketing

Mr. Shirish Suresh SathayeVP - Engg. & Design Servs.

Mr. Virendra Prasad BhagatVP - Defense

Mr. Nakka Muralidhara RaoVP - Training Cell

Mr. Dhruvajyoti SarkarVP - Engg. & Design Servs.

Mr. Sanjay Lal JagasiaVP - Engg. Sales

Mr. Anand Sharad SabadeVP - Engg. & Design Servs.

Mr. PampapatiVP - Ship Design Servs.

Mr. Vinod Singh RajputVP - Defense Sales

Mr. Narayan Ramachandra BhatVP - Engg. & Design Servs.

Mr. Prashantkumar VadavadgiVP - RTL

158

Management Team

Mr. Ravi Kumar NagaliaVP - RTL

Mr. Srinivas KangondiVP - Engg. & Design Servs.

Mr. Amitava KunduVP - RTL

Mr. R S V RamanaVP - Defense

Mr. Avdhut WasudeoVP - Admin

Mr. Rajiv S JadyeVP - Proposals

Mr. Samir ChapadgaonkarVP - EDOS

Mr. Anant Devadatta SadekarVP - Engg. Sales & TMS.

Mr. Suresh ManickanVP - Personnel

Mr. Deepak Hiro GursahaniVP - Defense

Mr. Nimish Rasik ShanghviVP - Engg. Sales.

Mr. Saghan SrivastavaVP & Dy. Company Secretary

Mr. Prahalad Hiranand SippyVP - Personnel

Mr. Joseph Raj KumarVP - Defense

Mr. Ashwani SindhwaniVP - Defense

Mr. H P S NandaVP - Defense

Mr. Shamsher SinghVP - Defense

Mr. Sushil Kumar PatelVP - RTL

Mr. Satya Nidhi TandonVP - RTL

Mr. Vinaykumar S KumtaVP - RTL

Mr. Mohit BawaVP - Defense

Mr. Ashis BoseVP - Sales East

Mr. Karandeep Singh.VP - Defense

Mr. Suneel YadavalliVP - EDOS

Mr. Bala Krishna GubbaVP - EITS

Mrs. Moushumi RoyVP - EDOS

159

160

CENTRAL AND REGISTERED OFFICE

CORPORATE OFFICE

Rolta Tower A,

Shaw Rolta Ltd.

Rolta Thales Ltd.

Rolta International Inc.

Rolta Benelux BV

Rolta Technology Park,MIDC, Andheri (East), Mumbai - 400 093.Tel : +91 (22) 2926 6666, 3087 6543Fax : +91 (22) 2836 5992Email : roltacorp@rolta.com

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

Jupiterstraat 96, Building Pluspoint Nr. 2,2132 HE, Hoofddorp, Postbus 190,2130 AD Hoofddorp,Netherlands.Tel : +31 (23) 557 1916

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

Bhubaneshwar

Delhi NCR

Chandigarh

Dehradun

Chennai

Bangalore

Hyderabad

47, Madhusudan Nagar,Bhubaneshwar - 751 001.Tel : +91 (674) 239 0190

Rolta Technology Park,Plot #187, Phase I,Udyog Vihar,Gurgaon - 122 002.Tel : +91 (124) 423 5129

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.

Khandelwal Jain & Co.

Grant Thronton

Dharmesh Desai

North

South

BANKS

SOLICITORS

STATUTORY AUDITORS

IFRS AUDITORS

COMPANY SECRETARY

Rolta Middle East FZ-LLC

Rolta Saudi Arabia Ltd.

Rolta Asia Pacific Pty. Ltd.

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

Level 17, 201 Miller Street,North Sydney, NSW2060Australia.Tel : +61 (2) 9959 2444

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

Shree Jamunesh Krupa,Plot No. 15, Rajnagar Residence,Seru Section Road,Jamnagar - 361 006.Tel : +91 (288) 271 0072

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

Mumbai

Pune

Vadodara

Gandhinagar

Jamnagar

Bhopal

Kolkata

INDIAN OFFICES

West

East

Rolta Tower A, Rolta Technology Park, MIDC, Andheri (East), Mumbai 400 093.Tel : +91 (22) 2926 6666 / 3087 6543 Fax : +91 (22) 2836 5992 email : investor@rolta.com

www.rolta.com

Rolta Tower A, Rolta Technology Park, MIDC, Andheri (East), Mumbai 400 093.Tel : +91 (22) 2926 6666 / 3087 6543 Fax : +91 (22) 2836 5992 email : investor@rolta.com

www.rolta.com