Dear Members,
 
 The Directors are pleased to present their report on the business and
 operations of your Company together with the Audited Statement of
 Accounts and the Auditors'' Report for the financial year ended June 30,
 2011. The Financial highlights for the year under review are given
 below:
 
 CORPORATE RESULTS
 
                                                       (in Rs. Crore)
 
                                                   Consolidated        
 
                              Financial Year ended   Financial Year ended   
                              June 30, 2011            June 30, 2010         
 
 Revenue                        1,805.62                1,532.67
 
 Other Income                     134.43                   27.93
 
 Revenue and Other Income       1,940.05                1,560.60
 
 Profit before depreciation & tax 794.12                  563.60
 
 Less: Depreciation               330.02                  267.91
 
 Profit before tax                464.10                  295.69
 
 Less: Provision for tax           62.52                   40.56
 
 Profit after tax                 401.58                  255.13
 
 Add: Balance of profit of 
 earlier years                    839.54                  820.34
 
 Balance available for 
 appropriation                  1,241.12                1,075.47 
 
 APPROPRIATIONS
 
 Less -General Reserve             45.91                   36.67
 
 Less . FCCB Redemption Reserve   138.00                  138.00
 
 Less : Dividend                   56.49                   52.39
 
 Less : Tax on Dividend             9.16                    8.87
 
 Balance carried to Balance Sheet 991.55                  839.54
 
 Financial Performance
 
 The Company has continued to transform its business model from a
 portfolio that is service-centric to one that is increasingly
 IP-centric.  The Company remains a strong player in the Enterprise
 Geospatial and Defense Solutions (EGDS), Enterprise Design and
 Operation Solutions (EDOS) and Enterprise IT Solutions (EITS) domains.
 The Company has developed innovative solutions incorporating its own
 Intellectual Properly which serve as differentiators enabling the
 Company to position itself more effectively at the higher level of
 value chain for the enterprise. The Company has effectively integrated
 its various acquisitions and has leveraged the expertise, IP, software
 assets and track-record so acquired in transforming its business model,
 as above.
 
 The Company''s total consolidated revenue for the year 2010-11 was Rs.
 1,805.62 Cr representing a growth of 17.8% (Rs. l,532.67Cr for the
 previous year ended June 30, 2010). The Net Profit after provision for
 taxation for the year ended June 30, 2011 was Rs. 401.58 Cr. as against Rs.
 255.13 Cr, registering a year-on-year increase of 57.4%.  The basic
 earnings-per-share for the year was Rs. 24.90, computed
 
 by considering the weighted average number of shares outstanding during
 the year as per the provisions of Accounting Standard -AS- 20'' issued
 by the Institute of Chartered Accountants of India.
 
 The Company''s net worth increased to Rs. 1,898.97 Cr. as on June 30, 2011
 from Rs. 1,609.11 Cr. in June 2010, reflecting the inherent strength of
 the Company. The book value per share as on June 30, 2011 is Rs. 117.71
 as against Rs. 99.82 at the end of June 30 of last year signifying
 substantial enhancement in shareholder value.
 
 Your Directors are pleased to inform you that the Company''s standalone
 revenue registered steady growth and was Rs. 1,448.75 Cr.  for the year
 ended June 30, 2011 as against Rs. 1,170.44 Cr. in the previous year,
 signifying a growth of 23.8%. The standalone net profit after tax for
 the year ended June 30, 2011 was at Rs. 495.36 Cr.  as against Rs. 360.50
 Cr. in the previous accounting year reflecting a increase of 37.4%.
 
                                                 (in Rs. Crore)
 
                                                   Standalone
 
                                       Financial           Financial
                                       Year ended       Year ended June
                                       June 30, 2011           30, 2010
 
 Revenue                                1,448.75            1,170.44
 
 Other Income                             150.32               29.43
 
 Revenue and Other Income               1,599.07            1,199.87
 
 Profit before depreciation & tax         879.23              659.42
 
 Less: Depreciation                       321.36              259.42
 
 Profit before tax                        557.87              400.00
 
 Less: Provision for tax                   62.51               39.50
 
 Profit after tax                         495.36              360.50
 
 Add: Balance of profit of earlier years 1,153.59           1,028.23
 
 Balance available for appropriation    1,648.95            1,388.73
 
 APPROPRIATIONS
 
 Less : General Reserve                    49.54               36.05
 
 Less : FCCB Redemption Reserve           138.00              138.00
 
 Less : Dividend                           56.49               52.39
 
 Less : Tax on Dividend                     9.16                8.70
 
 Balance carried to Balance Sheet       1,395.75            1,153.59
 
 Consolidated Financial Results under International Financial Reporting
 Standards (IFRS)
 
 In continuation of its pursuit of high standards of corporate
 governance, and to provide transparent and additional information in
 compliance with the regulation of the London Stock Exchange wherein the
 Company''s GDRs have been listed, the Company has also prepared its
 consolidated Accounts for the year ended June 30, 2011 drawn under the
 International Financial Reporting Standards (IFRS), duly audited in
 accordance with International Standards on Auditing by M/s Grant
 Thornton, a leading International Accounting firm.
 
 As per the consolidated accounts drawn under IFRS, the Company recorded
 revenues ofRs. 1,805.62 Cr. for the financial year ended June 30, 2011,
 whilst the net profit aftertax for the year was Rs. 351.91 Cr.
 
 The difference in the net profit as arrived under the Generally
 Accepted Accounting Practices in India, and net profit under IFRS was Rs.
 49.67 Cr. mainly on account of the following factors: variation in the
 method of accounting for depreciation/amortization amounting to Rs. 1.76
 Cr.; share based payments to employees Rs. 5.42 Cr.; redemption premium
 payable on FCCBs Rs. 27.79 Cr. and deferred taxation Rs. 14.70 Cr.
 
 SWRL JV stake sale to SHAW Group
 
 The Company during the year sold its 50% share in Shaw Rolta Limited
 (SWRL) to its joint venture partner, Stone & Webster, Inc.  — a
 subsidiary of The Shaw Group, Inc. The effective date of this
 transaction was December 3 1, 2010.
 
 The Company has been able to unlock substantial value in SWRL to its
 best advantage. For its 50% shares that had a face value of Rs. 50 Lacs
 (approximately US$ 100,000) Rolta received a sum of US$ 27.5 Million
 (about Rs. 125 Crores), and in addition, about US$ 8.0 Million (Rs. 36
 Crores) spread over the next two years, for defined services,
 aggregating to about US$ 35.5 Million (nearly Rs. 160 Crores) as total
 consideration as per the agreement. SWRL paid a dividend of Rs. 1 Crore
 each to Rolta and Shaw for the last financial year ending on March 3 1,
 2010.
 
 Dividend
 
 Your Directors are pleased to recommend dividend of Rs. 3.50 per share,
 increased from Rs. 3.25 per share which was paid in the previous year.
 The total quantum of dividend, if approved by members, will be Rs. 56.49
 Cr, while Rs. 9.16 Cr. will be paid by the Company towards dividend tax
 and surcharge on the same. Dividend in the hands of the shareholders
 will be tax-free.
 
 The Register of Members and share transfer books will remain closed
 from November 14, 2011 to November 21, 2011, both days inclusive. The
 dividend will be paid to those shareholders whose names appear on the
 Register of Members of the Company on November 11, 2011.
 
 Financial Statements
 
 The Consolidated Financial Statements of the Company along with those
 of its subsidiaries and Joint Venture Company Shaw Rolta Limited (for
 the period upto December 30, 2010) prepared as per Accounting Standards
 AS-21 and AS-27 of the Institute of Chartered Accountants of India form
 part of the Annual Report.
 
 Pursuant to a General Circular no. 2/2011 dated 8th February, 2011, the
 Ministry of Corporate Affairs has provided an exemption from complying
 with Section 212 provided such companies publish the audited
 consolidated financial statements in the Annual Report.  Accordingly,
 the Annual Report 2010-11 does not contain the financial statements of
 our subsidiaries. The audited annual accounts and related information
 of our subsidiaries, where applicable, will be made available upon
 request. These documents will also be kept for inspection by any
 shareholders during business hours in the head office of the Company in
 Mumbai.
 
 The particulars as prescribed under Section 217(1) (e) of the Companies
 Act, 1956, read with the Companies (Disclosure of Particulars in the
 Report of Board of Directors) Rules, 1988, are also annexed and form
 part of this report.
 
 BUSINESS OPERATIONS OVERVIEW AND OUTLOOK
 
 According to the Annual Report 2010-11 of the Department of Information
 Technology, Ministry of Communications and Information Technology,
 Government of India, the Indian software and services exports including
 ITeS-BPO are estimated at US $ 59.0 billion (Rs. 2,696 billion) in year
 2010-11 as compared to US $ 50.0 billion (Rs. 2370 billion) in year
 2009-10, a 18.0% growth in dollar terms and 13.8% in rupee terms. IT
 services segment within exports exhibited fastest growth of 22.7% in
 dollar terms (12.3% in rupee terms) in 2010-11. This segment has
 contributed US $ 33.5 billion (Rs. 1,53,095 Crore) in 2010-11 as against
 US $ 27.3 billion (Rs. 1,29,402 Crore) in 2009-10. The revenue from the
 domestic IT market (excluding hardware) is expected to grow to about US
 $ 17.1 billion (Rs. 78,700 Crore) in 2010-11 as compared to US $ 14.2
 billion (Rs. 67,800 Crore) in 2009-10 showing a growth of 20.4% in dollar
 terms and 16% in rupee terms.
 
 2Despite economic uncertainties in the US and Europe, India''s software
 body NASSCOM is confident of a 16-18% growth rate of the country''s
 information technology (IT) industry with the sector slated to bring in
 about US $ 68-70 billion revenue in 2011-12.  The growth in the
 domestic market is estimated at 15-17%, with revenues of about US $
 19-20 billion.
 
 The Company has maintained its leadership in the Indian Defense and
 Security markets by expanding its range of Command, Control,
 Communications, Computers, Intelligence, Surveillance, Target
 Acquisition and Reconnaissance (C4ISTAR) solutions to address
 sophisticated and large requirements of the Indian Defence Services,
 across the ''sensor-to-shooter'' chain. Similarly, in the area of
 Homeland and Maritime Security, the Company has expanded its
 comprehensive portfolio by acquiring cutting edge technologies for
 maritime safety & security and field proven homeland security
 applications.
 
 While the Company is strongly positioned in its traditional areas of
 business in Geospatial Defence, its capabilities have strengthened
 
 significantly and as a result the Company today serves markets that are
 much larger than ever before. Hence, the size of the Company''s
 addressable market has grown from about US$ 100 million p. a. to a few
 billion US dollars, in the mid-term. With its ever increasing
 capabilities, including a strong track-record, cutting-edge
 technologies, world-class partners and tremendous domain expertise, the
 Company is very well positioned to address the large, Defense and
 Security modernization programs, like Tactical Communication Systems,
 Battlefield Management Systems, Digital Soldier, Vehicle Systems, Crime
 & Criminal Tracking Network Systems, etc.
 
 The Company provides comprehensive, Earth Science solutions with some
 of the most advanced Geo-Imaging & Photogrammetry capabilities like
 automatic change detection, etc. The Company''s unique brand of Rolta
 Geospatial Fusion™ framework is a state-of- the-art geospatial
 enterprise integration and business intelligence solution.
 Infrastructure investments in emerging markets like the middle-east and
 India are driving the need for base mapping, earth sciences and
 intelligent 3D city models. While the developed markets like US, demand
 enterprise integration and business intelligence. The Company is very
 well placed to capture growth opportunities both these markets through
 its IP led solutions, huge services infrastructure and established
 track-record.
 
 The Company continues to strengthen and build its EITS portfolio and
 capabilities and now has the full stack of IT solutions with top-
 of-the-line offerings, which bring together the latest technologies of
 Business Intelligence, Business Analytics, Cloud Computing, SOA and
 Enterprise Application Integration. The Company continues to further
 develop and enhance its innovative solution Rolta iPerspective™ Suite —
 a world-class, rapid application development workbench focused on EAI
 for creating, building and deploying integration components
 automatically, drastically reducing the effort required for enterprise
 application integration.
 
 In the Engineering domain, the Company has opened up a much larger
 market space by positioning its Rolta One View™ solution across a
 spectrum of Owner-Operators, to address on-going Opex requirements, in
 the Oil & Gas Power Generation, Petrochemicals, Chemicals and
 Utilities/Telecom sectors. This is an innovative Business Intelligence
 solution with field-proven benefits for plant operators to
 significantly improve operational efficiencies and reliability. Rolta
 OneView™ has been deployed successfully in multiple refineries of one
 of the world''s largest Oil companies and has now been extended to
 additional industries, as above, which opens up significant
 opportunities across thousands of plants worldwide.  The Company enjoys
 a dominant market share in India for Engineering Design Automation
 tools and services. With its unique combination of Engineering and IT
 expertise the Company provides comprehensive solutions to EPCs and
 plant Owner-Operators, from ''concept to completion'' and for ongoing
 operations.
 
 To further strengthen its offerings, the Company has acquired key
 technologies and assets of reputed companies, in the recent past.
 Worldwide, the Company, with its innovative and high performance BI
 solutions, is a Platinum Partner for Oracle. Similarly, the Company is
 a strong partner of world-leading technology companies like SAP,
 Microsoft, CA, IBM, ESRI and Intergraph. Additionally, in the Defence &
 Security domain, the Company has established many strategic
 partnerships with world-leading Companies, like, Selex Elsag (Italy),
 Rheinmetall (Germany), Thales (France), Qioptiq (UK), Cobham (UK),
 Controp (Israel), Karel (Turkey), Transvaro (Turkey) and ECIL (India).
 
 The Company''s global acquisitions, partnerships and collaborations have
 helped the Company develop a solid understanding of international
 geographies, constantly evolving technologies and to capture the higher
 end of the value chain.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 The Ministry of Corporate Affairs, has released a set of voluntary
 guidelines on Corporate Social Responsibility (CSR) in December 2009.
 The Company is proactively practicing the guidelines laid down. Some of
 the activities carried out by the Company as a part of its CSR
 initiatives are briefly described separately in the Annual Report.
 
 CORPORATE GOVERNANCE
 
 Rolta continues to be committed to good corporate governance aligned
 with the best practices. It has complied with all the standards set out
 by SEBI and the Stock Exchanges.
 
 A separate Report on Corporate Governance along with Auditors''
 Certificate on compliance with the conditions of Corporate Governance
 as per Clause 49 of the Listing Agreement with the Stock Exchanges is
 provided as a part of this Annual Report, besides the Management
 Discussion and Analysis, Risk Management and Shareholders Information.
 
 As per circular no. SEBI/Cir/ISD/3/2011 dated 17th June 2011 issued by
 the Securities and Exchange Board of India, all listed companies are
 required to dematerialize 100% of the Promoters and Promoter''s group
 Shareholding including pledge/usage as collateral, to remain listed in
 normal segment of the Stock Exchange. This requirement of SEBI has been
 met with by the company.
 
 The Company has achieved dematerialization of 98.11 % of its equity
 shares held in the electronic mode with NSDL and CDSL.
 
 In order to expedite the process of share transfer and in line with
 Clause 49 of the Listing Agreement, the Company has delegated the power
 of share transfer to R&T Agent M/s. Link Intime India Pvt.  Ltd.
 Rolta accords high priority to the dissemination of information to
 investors by posting its Annual Report, Quarterly Results, and Press
 Releases on its website. The Company has initiated various investor
 friendly measures as elaborated elsewhere in this Annual Report.
 
 HUMAN RESOURCES
 
 The Company continues to be an employer of choice attracting talent
 from globally reputed organizations. The organization offers a unique
 opportunity to master various technologies as it is one of the few
 companies in the IT space that offer both product development and
 consulting opportunities to employees. Concern for employees'' needs and
 empowering work environment along with good compensation, result based
 appraisals and rewards, focus on learning and grooming and multiple
 career growth avenues are just some of the incentives available to
 Roltaites. Roltaites and Industry experts have continuously rated Rolta
 as a great place to work. We are pleased to inform you that Rolta has
 been ranked at the 2nd position in the 2011 Dataquest Survey of Best
 Employers in the IT Sector. The Company has improved its standing from
 a commendable 4th position in the previous year to an even better 2nd
 overall rank this year with 85.53 points, merely 0.01 points behind the
 #1 rank!
 
 In the above survey, the Company has scored # 1 ranking on preferred
 employer and gender inclusivity, # 2 ranking on parameters such as
 Dream Company to work with, managing slow down, employee satisfaction
 and training and scored # 3 ranking in parameters of image, Company
 culture, appraisals and salary.
 
 The Company has an Employee Stock Option Plan in accordance with the
 guidelines issued by SEBI. The Company has currently the foil owing
 approved plans of stock options: ESOP 2005, ESOP 2007, ESOP 2008 and
 ESOP 2009. The details of the options granted and outstanding up to
 June 30, 2011, as required by clause 12 of the SEBI (Employees Stock
 Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999,
 are set out in the Annexure to this Report.
 
 PARTICULARS OF EMPLOYEES
 
 Rolta is presenting the abridged accounts under section 219 of the
 Companies Act 1956, Pursuant to the rules and forms read with section
 219 of the Companies Act 1956 and in terms of the provisions of section
 217(2A) of the Companies Act 1956, read with the Companies (Particulars
 of Employees ) Rules, 1975 as amended, the names and other particulars
 of the employees as required to be set out in the annexure to the
 Directors'' Report have been set out in the annexure to this Report.
 However, as per provisions of Section 219(l)(b)(iv) of the said Act,
 the annual report excluding the said annexure is being sent to all the
 members of the Company and others entitled thereto. Any member
 interested in obtaining such particulars may write to the Company
 Secretary at the registered office of the Company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 As required by Section 217 (2AA) of the Companies Act 1956 your
 Directors confirm that;
 
 In the preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanations regarding
 material departures, if any.
 
 The Directors had selected such accounting policies and applied them
 consistently, and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company at the end of the financial year 2010-11 and of the profit
 of the Company for that financial year.
 
 The Directors have taken proper and sufficient care for the maintenance
 of adequate accounting records in accordance with the provisions of
 this Act, for safeguarding the assets of the Company and for preventing
 and detecting fraud and other irregularities.
 
 The Directors have prepared the Annual Accounts on a ''going concern
 basis''.
 
 The Company has adequate internal systems and controls in place to
 ensure compliance of laws applicable to the Company.
 
 FIXED DEPOSITS
 
 The Company has not accepted any deposits and, as such, no amount of
 principal or interest was outstanding on the date of the Balance Sheet.
 
 TRANSFER OF UNCLAIMED AMOUNTS TO IEPF
 
 Pursuant to the provisions of Section 205A (5) of the Companies Act,
 1956, the dividends declared by the Company on equity shares, which
 have remained unclaimed for a period of seven years, have been
 transferred by the Company to the Investor Education and Protection
 Fund (IEPF) established by the Central Government pursuant to Section
 205C of the said Act, last such unclaimed Dividend amount of Rs.
 1,08,65,628 for the financial year 2002-03 was transferred on January
 24, 2011. The unclaimed Dividend amount for the next financial year
 2003-04 , will be transferred in the month of January 2012.
 
 DIRECTORS
 
 The Board of Directors of the Company is broad based and comprises of
 individuals drawn from various fields. In terms of the Corporate
 Governance norms the Board of the Company comprises of 11 Directors,
 six of whom are Independent Directors. In accordance with the
 provisions of the Companies Act, 1956 and the Company''s Articles of
 Association, Mr. Adarshpal Singh, Mr. V K. Agarwala and Mr. V K. Chopra
 , retire by rotation in the forthcoming Annual General Meeting. Being
 eligible, Mr. Adarshpal Singh Mr. V K. Agarwala and Mr. V K. Chopra
 have offered themselves for re-appointment. The
 
 Board has re-appointed Mr. Kamal K. Singh as Chairman & Managing
 Director and Mr. Atul D. Tayal as Joint Managing Director of the
 Company w.e.f. 1st July 2012 and 17th February, 2012 respectively.
 
 During the period under review, Dr. Aditya K. Singh did not offer
 himself for reappointment as Director and Mr. Behari Lai stepped down
 as Director of the Board and also as Member of the Audit Committee of
 the Board of Directors of the Company with effect from 06.05.2011 due
 to health reasons. Mr. Adarshpal Singh retired from the position of
 Joint Managing Director w.e.f 1st July, 2011. However, he continues to
 be a Member on the Board of the Company. The Board placed on record its
 deep appreciation for the valuable services rendered by Mr. Adarshpal
 Singh and also Mr.  Behari Lai during their tenure of service as Joint
 Managing Director and as Director respectively with the Company.
 
 AUDITORS
 
 The Auditors of the Company, M/s Khandelwaljain &Co. Chartered
 Accountants, retire at the ensuing Annual General Meeting and have
 confirmed their eligibility and willingness to accept office, if
 re-appointed.
 
 ACKNOWLEDGMENTS
 
 Your Directors thank all the shareholders, customers, vendors, other
 business partners, Joint Venture Partner and banks for the support
 extended by them. We also thank the Central Government, the concerned
 State Governments, and other Government authorities for their support.
 
 Your Directors also wish to place on record their appreciation of the
 contribution made by ROLTAites at all levels but for whose hard work,
 solidarity and support your Company''s consistent growth would not have
 been possible.
 
                         For and on behalf of the Board of Directors,
 
 
 Mumbai                                                 Kamal K Singh
 
 November 1, 2011                        Chairman & Managing Director