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,
 2012. 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, 2012  June 30, 2011
 
 Revenue
 
 Sales of IT Solutions and Services              1,828.79       1,805.62
 
 Other Income                                       36.18          30.78
 
 Total Revenue                                   1,864.97       1,836.40
 
 Expenses
 
 Cost of Materials                                 266.32         369.32
 
 Employee Benefit Expenses                         542.70         523.74
 
 Finance Costs                                     113.97          60.76
 
 Depreciation and Amortization Expenses            443.29         330.02
 
 Other Expenses                                    212.95         192.26
 
 Total Expenses                                  1,579.23       1,476.10
 
 Profit / (Loss) Before Exceptional Items and Tax  285.74         360.30
 
 Exceptional Items
 
 Add : Sale of JV (Shaw Rolta Limited)                  -         103.65
 
 Profit / (Loss) Before Tax                        285.74         463.95
 
 Tax Expenses                                       43.45          62.52
 
 Profit / (Loss) for the year before
 Minority Interest                                 242.29         401.43
 
 Minority Interest                                   0.05           0.15
 
 Profit / (Loss) for the year                      242.34         401.58
 
 Financial Performance
 
 The Company has been consciously strengthening its organization at all
 levels with a focus on delivering high-value, enterprise-wide solutions
 and services in India and in the international markets. During the
 year, the Company brought on board a number of senior executives in all
 geographies.  These inductions are a part of Rolta''s transformation
 from a services-centric company to one that is now delivering high-
 value advisory services and sophisticated solutions based on Rolta''s
 own IP.
 
 The Company continues to receive recognition as a leading player in its
 areas of focus. For example, in a recent global trade conference,
 World Geospatial Forum in Amsterdam, Rolta received several awards in
 recognition of Rolta''s innovative deployment of geospatial
 technologies.
 
 The Company''s total consolidated revenue for the year 2011-12 was Rs.
 1,828.79 Cr. representing a growth of 1.3% (Rs. 1,805.62 Cr. for the
 previous year ended June 30, 201 1).  During the year Company further
 transformed its business by moving up the value chain & focusing on
 solution sales based on Company''s own IP. In this process Company has
 consciously moved away from the low end services due to which the
 growth in revenues has been in low single digit.  However, the Company
 expects better momentum in solution sales which will drive future
 revenue growth. Profit after tax in the year ended 30th June, 2012 was
 Rs. 242.34 crore after providing Mark to Market losses on foreign
 currency fluctuation for Rs. 118.83 crore as against Rs. 401.58 crore
 (including exceptional item) in the year ended 30th June, 2011.  This
 represents decline of 39.7% which is mainly due to exceptional one-time
 profit on sale of Joint Venture (JV) accounted during last fiscal and
 also Mark to Market losses on foreign currency fluctuation provided
 during the year. The basic earnings-per-share for the year was Rs. 15.02,
 computed by considering the weighted average number of shares
 outstanding during the year as per the provisions of ''Accounting
 Standard-AS-201 issued by the Institute of Chartered Accountants of
 India.
 
 The Company''s net worth increased to Rs. 2018.57 Cr. as on June 30, 2012
 from Rs. 1898.97 Cr. in June 2011, reflecting the inherent strength of
 the Company. The book value per share as on June 30, 2012 is Rs. 125.12
 as against Rs. 117.71 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. 1,468.07 Cr. for the year
 ended June 30, 2012 as against Rs. 1448.75 Cr. in the previous year,
 signifying a growth of 1.3%. The standalone net profit after tax for
 the year ended June 30, 2012 was at Rs. 327.34 Cr. as against Rs. 495.36
 Cr. in the previous accounting year reflecting a decrease of 33.9%
 mainly due to exceptional one-time profit on sale of Joint Venture (IV)
 accounted during last fiscal and also Mark-to-Market losses on foreign
 currency fluctuation provided during the year.
 
                                                         (in Rs. Crore)
 
                                                    Standalone
 
                                           Financial 
                                           Year ended     Financial 
                                                          Year ended 
                                           June 30, 2012  June 30, 2011
 
 Revenue
 
 Sales of IT Solutions and Services           1,468.07        1,448.75
 
 Other Income                                    35.84           27.59
 
 Total Revenue                                1,503.91        1,476.34 
 
 Expenses
 
 Cost of Materials                              257.82          355.64
 
 Employee Benefit Expenses                      209.98          197.44
 
 Finance Costs                                  103.70           53.30
 
 Depreciation and Amortization Expenses         433.61          321.36
 
 Other Expenses                                 138.14          113.46
 
 Total Expenses                               1,143.25        1,041.20
 
 Profit / (Loss) Before Exceptional 
 Items and Tax                                  360.66          435.14
 
 Exceptional Items
 
 Add : Sale of JV (Shaw Rolta Limited)               -          122.73
 
 Profit / (Loss) Before Tax                     360.66          557.87
 
 Tax Expenses                                    33.32           62.51
 
 Profit / (Loss) for the year                   327.34          495.36
 
 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, 2012 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 of Rs. 1828.79 Cr. for the financial year ended June 30, 2012,
 whilst the net profit/(loss) after tax for the year was Rs. (95.94) Cr.
 
 The difference in the net profit as arrived under the Generally
 Accepted Accounting Practices in India, and net profit under IFRS was Rs.
 (338.28) Cr. mainly on account of the following factors:
 Variationinthemethodofaccountingfordepreciation/amortization amounting
 to Rs. 2.17 Cr.,- Share based payments to employees Rs. (2.55) Cr.,
 Redemption premium payable on FCCBs Rs. (73.99) Cr.
 
 Reversal of Exchange Difference Capitalised as per AS 11 Rs. (249.10) Cr,
 Interest swaps Rs. (18.45) Cr, and deferred taxation Rs. 3.64 Cr.
 
 Redemption of FCCBs
 
 The company had redeemed the outstanding Foreign Currency Convertible
 Bonds (FCCBs), aggregating US$ 134.78 Million including redemption
 premium of US$ 38.09 Million on 28th June, 2012 which is before the
 maturity date. After this redemption, there are no FCCB outstanding.
 The Company had made the payment to Principal Agent of FCCBs —
 Deutsche Bank AG, London Branch on the same day.
 
 With this redemption, the Company had also completed the process of
 delisting of these bonds from Singapore Exchange Securities Trading
 Limited (SGX) on receiving a letter dated 4th July 2012 stating
 effective date of removal of bonds from their official list of SGX-ST
 as 5th July, 2012.
 
 Dividend
 
 Your Directors are pleased to recommend dividend of Rs. 3.00 per share.
 The total quantum of dividend, if approved by members, will be Rs. 48.40
 Cr., while Rs. 7.85 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 17, 2012 to November 24, 2012, both days inclusive. The
 dividend will be paid to those shareholders whose names appear on the
 Register of Members of the Company on November 16, 2012.
 
 Financial Statements
 
 The Consolidated Financial Statements of the Company along with those
 of its subsidiaries 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 2011-12 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
 
 [1]Despite economic uncertainties in the US and Europe, India''s
 software body NASSCOM estimates, aggregate revenue of IT BPO industry
 for FY 2012 crossed 100 Billion. Aggregate IT software and services
 revenues (excluding hardware) reached USD 88 Billion. Export revenue
 (excluding hardware) reached USD 69 Billion in FY 2012. For FY 2013,
 the export revenues are expected to grow by 11-14 per cent while the
 domestic revenues will grow by 13-16 percent.
 
 The Company continues to be amongst leading players in the Indian
 Defense and Security markets by comprehensively addressing
 sophisticated and large requirements of the Indian Defence Services,
 across the ''sensor-to-shooter'' chain. Its range of solutions
 encompasses cutting-edge technologies covering Command, Control,
 Communications, Computers, Intelligence, Surveillance, Target
 Acquisition and Reconnaissance (C4ISTAR).  Similarly, in the area of
 Homeland and Maritime Security, the Company has expanded its exhaustive
 portfolio by launching state-of-the-art solutions 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, emerging Defense
 and Security modernization programs, like 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 using a combination of Satellite and
 Synthetic Aperture Radar imagery, 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 in 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. While, 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, it has also launched
 its ROLTA OneView™ solution for power and utilities.
 
 In the Engineering domain, the Company has opened up a much larger
 market space by positioning the ROLTA OneView™ solution across a
 spectrum of Owner-Operators, to address on- going Opex requirements, in
 the Oil & Gas, Power Generation, Petrochemicals, Chemicals and
 Utilities 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
 1,000s of plants worldwide. The Company enjoys a large 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 for the CAPEX side and to plant
 Owner-Operators, for the OPEX side.
 
 To further strengthen its business and offerings, the Company continues
 to acquire companies, key technologies and assets of reputed companies.
 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 SAP and other world-leading technology companies
 like Microsoft, CA, ESRI and Intergraph. Additionally, in the Defence &
 Security domain, the Company has established many strategic
 partnerships with world-leading Companies, like, Thales (France), Selex
 Elsag (Italy), Qioptiq (UK), Cobham (UK), NESS (Israel), Controp
 (Israel), Aselsan (Turkey), 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.
 
 The Company has achieved dematerialization of 98.17% 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 2012 Dataquest - CMR Survey of
 Best Employers in the IT Sector. We continue to retain our position in
 top 5 Best Employers for the fifth year in a row. This consistent
 rating by an external agency has been made possible due to the strong
 culture and bonding created by our employee-friendly policies.
 
 Our focus on making Rolta a wonderful place to work is recognized in
 this survey and our employees have rated us as number one on parameters
 like fair and transparent appraisal system, competent salary and job
 content & satisfaction. We have consistently scored high on parameters
 like focus on learning and development, dream Company to work with and
 equal opportunity employer.
 
 The Company has an Employee Stock Option Plan in accordance with the
 guidelines issued by SEBI. The details of the options granted and
 outstanding up to June 30, 2012, 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
 
 Information as required under section 217(2A) of the Companies Act
 1956, read with the Companies (Particulars of Employees) Rules, 1975 as
 amended forms part of this report. However, as per the provisions of
 section 219(1)(b)(iv) of the Companies Act, 1956, the Report and
 Accounts are being sent excluding the statement containing the
 particulars to be provided under section 217(2A) of the Companies Act,
 1956. Any member interested in obtaining such particulars may write to
 the Company Secretary for a copy thereof.
 
 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 2011-12 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.
 55,47,526 for the financial year 2003-04 was transferred on January 24,
 2012. The unclaimed Dividend amount for the next financial year 2004-05
 , will be transferred in the month of January 2013.
 
 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. K. R. Modi, Mr. Ben Eazzetta and Lt. Gen. J. S.
 Dhillon (Retd.) retire by rotation in the forthcoming Annual General
 Meeting. Being eligible, Mr. K. R. Modi, Mr. Ben Eazzetta have offered
 themselves for re-appointment. Lt. Gen. J. S. Dhillon (Retd.) did not
 offer himself for re-appointment as Director due to his other
 pre-occupation. The Board placed on record it''s deep appreciation for
 the valuable services rendered by Lt.  Gen. J. S. Dhillon (Retd.)
 during his tenure of service with the Company. The Board has
 re-appointed Mr. Hiranya Ashar as Director Finance & Chief Financial
 Officer of the Company w.e.f. 1st November 2012 for a period of five
 years.
 
 AUDITORS
 
 The Auditors of the Company, M/s Khandelwal Jain & 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
 
 23rd October, 2012                      Chairman & Managing Director